Title 34 — Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Sec. 34-600. Definitions. As used in this chapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series o…

Sec. 34-601. Relationship of chapter to other laws. (a) Unless displaced by the particular provisions of this chapter, the principles of law and equity shall supplement this chapter. (b) This chapter shall not authorize any action prohibited by law or affect the application or re…

Sec. 34-602. Required notice or approval. Restriction re property held for charitable purpose. (a) A domestic or foreign entity that is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger shall give such notice …

Sec. 34-603. Status of filings. A filing under this chapter signed by a domestic entity shall become part of the public organic document of the entity, provided the organic law of the entity provides that similar filings under such law become part of the public organic document o…

Sec. 34-604. Nonexclusivity. The fact that a transaction under this chapter produces a certain result shall not preclude the same result from being accomplished in any other manner permitted by law. (P.A. 11-241, S. 5.) History: P.A. 11-241 effective January 1, 2014.

Sec. 34-605. Reference to external facts. A plan may refer to facts ascertainable outside of the plan, provided the manner in which the facts shall operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a p…

Sec. 34-606. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of such entity's interest holders shall satisfy the req…

Sec. 34-607. Appraisal rights. (a) An interest holder of a domestic merging, acquired, converting or domesticating corporation shall be entitled to appraisal rights in connection with the transaction, provided the interest holder would have been entitled to appraisal rights under…

Sec. 34-608. Excluded entities and transactions. (a) The following entities shall not participate in a transaction under this chapter: (1) Insurance companies, health care centers and other corporations formed under chapters 697 and 698; (2) Health care centers, related service g…

Secs. 34-609 and 34-610. Reserved for future use. PART II MERGER

Sec. 34-611. Merger authorized. (a) Except as provided in subsection (c) of this section, by complying with this part, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and (2) two or more foreig…

Sec. 34-612. Plan of merger. (a) A domestic entity may become a party to a merger under this part by approving a plan of merger. Such plan shall be in a record and contain: (1) As to each merging entity, the entity's name, jurisdiction of organization and type; (2) If the survivi…

Sec. 34-613. Approval of plan of merger. (a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is …

Sec. 34-614. Amendment or abandonment of plan of merger. (a) A plan of merger of a domestic merging entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended, or (2) by the governors o…

Sec. 34-615. Certificate of merger; effective date. (a) A certificate of merger shall be signed on behalf of each merging entity and filed with the Secretary of the State. (b) A certificate of merger shall contain: (1) The name, jurisdiction of organization and type of each mergi…

Sec. 34-616. Effect of merger. (a) When a merger becomes effective: (1) The surviving entity shall continue to exist or come into existence; (2) Each merging entity that is not the surviving entity shall cease to exist; (3) All property of each merging entity shall vest in the su…

Secs. 34-617 to 34-620. Reserved for future use. PART III INTEREST EXCHANGE

Sec. 34-621. Interest exchange authorized. (a) Except as otherwise provided in this section, by complying with this part, (1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securitie…

Sec. 34-622. Plan of interest exchange. (a) A domestic entity may be the acquired entity in an interest exchange by approving a plan of interest exchange. The plan shall be in a record and contain: (1) The name and type of the acquired entity; (2) The name, jurisdiction of organi…

Sec. 34-623. Approval of interest exchange. (a) A plan of interest exchange shall not be effective unless it has been approved: (1) By a domestic acquired entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an exchange of i…

Sec. 34-624. Amendment or abandonment of plan of interest exchange. (a) A plan of interest exchange of a domestic acquired entity may be amended: (1) In the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; o…

Sec. 34-625. Certificate of interest exchange; effective date. (a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the Secretary of the State. (b) A certificate of interest exchange shall contain: (1) The name and type of …

Sec. 34-626. Effect of interest exchange. (a) When an interest exchange becomes effective: (1) The interests in the acquired entity that are the subject of the interest exchange shall cease to exist or shall be converted or exchanged, and the interest holders of those interests s…

Secs. 34-627 to 34-630. Reserved for future use. PART IV CONVERSION

Sec. 34-631. Conversion authorized. (a) Except as otherwise provided in this section, by complying with this chapter, a domestic entity may become (1) a domestic entity of a different type; or (2) a foreign entity of a different type, provided the conversion is authorized by the …

Sec. 34-632. Plan of conversion. (a) A domestic entity may convert to a different type of entity under this part by approving a plan of conversion. The plan shall be in a record and contain: (1) The name and type of the converting entity; (2) The name, jurisdiction of organizatio…

Sec. 34-633. Approval of plan of conversion. (a) A plan of conversion shall not be effective unless it has been approved: (1) By a domestic converting entity (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rul…

Sec. 34-634. Amendment or abandonment of plan of conversion. (a) A plan of conversion of a domestic converting entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; or (2) by the …

Sec. 34-635. Certificate of conversion; effective date. (a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the Secretary of the State. (b) A certificate of conversion shall contain: (1) The name, jurisdiction of organization and type…

Sec. 34-636. Effect of conversion. (a) When a conversion becomes effective: (1) The converted entity shall be (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) All property of the…

Secs. 34-637 to 34-640. Reserved for future use. PART V DOMESTICATION

Sec. 34-641. Domestication authorized. (a) As used in this part, “domestic entity” means, with respect to a foreign jurisdiction, an entity whose internal affairs are governed by the law of the foreign jurisdiction. (b) Except as otherwise provided in this section, by complying w…

Sec. 34-642. Plan of domestication. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan shall be in a record and contain: (1) The name and type of the domesticating entity; (2) The name and jurisdiction of organizati…

Sec. 34-643. Approval of plan of domestication. (a) A plan of domestication shall not be effective unless it has been approved: (1) By a domestic domesticating entity (A) in accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if its…

Sec. 34-644. Amendment or abandonment of plan of domestication. (a) A plan of domestication of a domestic domesticating entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; or (2…

Sec. 34-645. Certificate of domestication; effective date. (a) A certificate of domestication shall be signed on behalf of the domesticating entity and filed with the Secretary of the State. (b) A certificate of domestication shall contain: (1) The name, jurisdiction of organizat…

Sec. 34-646. Effect of domestication. (a) When a domestication becomes effective: (1) The domesticated entity shall be (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) All …