§ 34-521 — Merger or consolidation.

Connecticut § 34-521

• Jurisdiction: Connecticut
• Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
• Ch. 615: Statutory Trusts

Text

(a) Pursuant to an agreement of merger or consolidation, a statutory trust may merge or consolidate with or into one or more statutory trusts or other business entities formed, organized or existing under the laws of this or any other state, the United States or any foreign country or other foreign jurisdiction; provided, in the case of any merger or consolidation involving one or more foreign statutory trusts or other business entities, both foreign and domestic, each such foreign statutory trust and other business entity that is a party to the merger or consolidation shall have the power and authority to merge or consolidate with such statutory trust. The agreement of merger or consolidation shall specify which of the constituent parties shall be the surviving or resulting statutory trust or other business entity. Unless otherwise provided in the governing instrument of a statutory trust, a merger or consolidation shall be approved by each statutory trust which is to merge or consolidate by all of the trustees and the beneficial owners of such statutory trust. In connection with a merger or consolidation under this section, rights or securities of, or interest in, a statutory trust or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting statutory trust or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a statutory trust or other business entity which is not the surviving or resulting statutory trust or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation. (b) If a statutory trust is merging or consolidating under this section, the statutory trust or other business entity surviving or resulting in or from the merger or consolidation shall deliver to the Secretary of the State for filing a certificate of merger or consolidation duly executed by each constituent party to such merger or consolidation setting forth: (1) The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by each statutory trust and other business entity which is to merge or consolidate; (3) The name of the surviving or resulting statutory trust or other business entity; (4) The effective date of the merger or consolidation if later than the date of filing of the certificate of merger or consolidation; (5) That the executed agreement of merger or consolidation is on file at a principal place of business of the surviving or resulting statutory trust or other business entity and the address thereof; (6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting statutory trust or other business entity, on request and without cost, to any beneficial owner of any statutory trust or any person holding an interest in any other business entity which is to merge or consolidate; and (7) If the surviving or resulting entity is not a statutory trust or other business entity formed or organized or existing under the laws of this state, a statement that such surviving or resulting statutory trust or other business entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any statutory trust which is to merge or consolidate, irrevocably appointing the Secretary of the State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of the State. In the event of service under this subsection upon the Secretary of the State, the plaintiff in any such action, suit or proceeding shall furnish the Secretary of the State with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of the State, and the Secretary of the State shall notify such surviving or resulting statutory trust or other business entity thereof at all such addresses furnished by the plaintiff by letter, certified mail, return receipt requested. Such letter shall enclose a copy of the process and any other papers served upon the Secretary of the State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of the State that service is being made pursuant to this subsection, and to pay the Secretary of the State the sum of twenty-five dollars for use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of the State shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceedings in which process has been served upon the Secretary of the State, the return date thereof and the day and hour when the service was made. The Secretary of the State shall not be required to retain such information for a period longer than five years from the date of receipt of the service of process. (c) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which was effective prior to October 1, 1997, shall not affect the validity or effectiveness of any such merger or consolidation. (d) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of the State of a certificate of merger or consolidation. (e) A certificate of merger or consolidation shall act as a certificate of cancellation for a statutory trust which is not the surviving or resulting entity in the merger or consolidation. (f) (1) Notwithstanding anything to the contrary contained in the governing instrument of a statutory trust, a governing instrument of a statutory trust containing a specific reference to this subsection may provide that an agreement of merger or consolidation approved in accordance with subsection (a) of this section may: (A) Effect any amendment to the governing instrument of the statutory trust; or (B) effect the adoption of a new governing instrument of the statutory trust if it is the surviving or resulting statutory trust in the merger or consolidation. (2) Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of the statutory trust made pursuant to subdivision (1) of this subsection shall be effective on the effective date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to herein by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation, including a statutory trust formed for the purpose of consummating a merger or consolidation, shall be the governing instrument of the surviving or resulting statutory trust. (g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges and powers of each of the statutory trusts and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such statutory trusts and other business entities, as well as all other things and causes of action belonging to each of such statutory trusts and other business entities, shall be vested in the surviving or resulting statutory trust or other business entity, and shall thereafter be the property of the surviving or resulting statutory trust or other business entity as they were of each of the statutory trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this state, in any of such statutory trusts and other business entities, shall not revert or be in any way impaired by reason of sections 34-500 to 34-547 , inclusive; but all rights of creditors and all liens upon any property of any of such statutory trusts and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of such statutory trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting statutory trust or other business entity and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

Legislative History

(P.A. 96-271, S. 235, 254; P.A. 01-84, S. 2, 26.) History: P.A. 96-271 effective October 1, 1997; P.A. 01-84 amended Subsec. (b) to specify that the fee a plaintiff is required to pay to the Secretary of the State when said secretary has been appointed agent for service of process is $25 and to make a technical change for purposes of gender neutrality, effective July 1, 2001.