LLC Merger Approval and Filing Requirements in Connecticut
At a glance
| Governing law, route name, and transaction scope | Connecticut Uniform LLC Act §§ 34-279 to -279k for LLC-only merger; Connecticut Entity Transactions Act §§ 34-600 to -616 for cross-type merger; interest exchange, conversion, and domestication are separate |
|---|---|
| Eligible domestic, foreign, and other-form constituents and survivors | LLC-only: 2+ domestic/foreign LLCs into domestic/foreign LLC. Cross-type: domestic/foreign business/nonprofit corporation, partnership/LLP, LP/LLLP, LLC, business/statutory trust, nonprofit association, cooperative, or other separate legal entity, subject to regulated/religious and same-type exclusions (§§ 34-279h, 34-600(12), 34-608, 34-611) |
| Plan of merger contents, consideration, and survivor governing documents | Record plan names/types and survivor; terms; conversion into interests/securities/obligations/acquisition rights, cash/property; and new/amended survivor public and record-form private organic rules. Cross-type also adds jurisdictions and other-law/rules terms; external facts allowed (§§ 34-279e, -279h; 34-605, 34-612) |
| Member approval threshold, operating-agreement control, and other constituents' approvals | Connecticut LLC default two-thirds in interest; certificate/operating agreement may vary LLC-only route, and organic rules/law control cross-type route. Foreign/other parties use governing law; unanimous interest-holder approval is an alternate CETA safe harbor (§§ 34-255f(b)-(c), -279i; 34-606, 34-613) |
| Meeting notice, written consent, waiver, and new-personal-liability consent | No merger-specific meeting-notice period; member action may occur without meeting and signed proxy/agent allowed. Cross-type merger requires record consent from each newly liable holder unless qualifying recorded organic rules and assent/after-adoption status apply; LLC-only sections state no equivalent (§ 34-255f(d); § 34-613(a)(2)) |
| Merger filing contents, signers, companion filings, and filing offices | Every merging entity signs $60 Secretary of State Certificate. Both routes name parties/survivor, jurisdictions, effect, approval, public survivor records, and foreign-survivor process address; LLC-only adds created-survivor statement and other-law items, while cross-type adds entity types (§§ 34-247b, -279j; 34-615; SOTS fee schedule) |
| Effective time, delayed date, plan amendment, abandonment, and correction | Filing or stated date/time ≤90 days. LLC-only: plan or original consent controls amendment/abandonment; delayed record may be withdrawn; correction handles inaccuracies/defects. Cross-type: protected amendment votes, same-route abandonment, and mandatory Certificate of Abandonment after filing/before effect (§§ 34-247f to -247h, -279i; 34-614 to -615) |
| Survivor existence, property, debts, proceedings, records, and registrations | Survivor continues/is created; nonsurvivors cease; property, liabilities, proceedings, rights/powers/purposes, plan terms, public/private records, and interests continue or take effect; no default dissolution. Cross-type cancels nonsurviving foreign qualification (§§ 34-279k; 34-616) |
| Appraisal or dissent, creditor protection, and foreign-survivor service | No statutory appraisal right for an LLC member; organizational rules/plan may create contractual rights, with corporate procedure applied where needed. Liabilities continue; unqualified foreign survivor appoints Secretary of State for enforcement and supplies process address (§§ 34-279f, -279j(7), -279k(b)-(c); 34-607, -615(b)(8), -616(e)) |
| Short-form and other statutory routes and special-entity boundaries | No parent-subsidiary/ownership-threshold route in either merger part; both statutes are nonexclusive. LLC-only professional-services merger requires compatible professional LLCs; CETA excludes listed insurers, banks, credit unions, utilities, religious entities, same-type mergers, and incompatible professional results (§§ 34-279d, -279g; 34-604, -608) |
Requirements one by one
The constituent forms select one of two routes
An LLC-only merger combines two or more Connecticut or foreign LLCs into a surviving LLC. Every foreign constituent's organic law must authorize the transaction and every constituent must comply with its law. Conn. Gen. Stat. § 34-279h(a).
A merger between an LLC and a different entity type uses the Connecticut Entity Transactions Act. Its entity definition reaches corporations, partnerships, limited partnerships, LLCs, business and statutory trusts, nonprofit associations, cooperatives, and a catch-all, while § 34-608 excludes regulated and religious entities, same-type mergers, and incompatible professional- service results. Conn. Gen. Stat. §§ 34-600(12), 34-608, and 34-611.
Both plans are records, but their contents differ
The LLC-only plan names the constituent and surviving LLCs and their forms, states the terms and interest conversion, and supplies the new or amended survivor's public and record-form private organizational documents. Conn. Gen. Stat. § 34-279h(b).
The cross-type plan adds each constituent's jurisdiction and type, allows interests to become securities, obligations or acquisition rights as well as cash or property, and includes the complete proposed public document and record-form private rules of a new survivor. Conn. Gen. Stat. § 34-612. Either plan may use external facts if it states how they operate. Conn. Gen. Stat. §§ 34-279e and 34-605.
Two-thirds is the ordinary LLC threshold
The LLC-only plan requires two-thirds in interest unless the certificate of organization or operating agreement provides otherwise. Conn. Gen. Stat. § 34-279i(a). For a cross-type transaction, each domestic constituent follows its organic law and rules; an ordinary Connecticut LLC defaults to two-thirds in interest in either management structure, with no-meeting action also available. Conn. Gen. Stat. § 34-255f(b)-(d). Section 34-613(a)(1) supplies the cross-type approval bridge.
The cross-type route separately requires recorded consent from a holder who will have postmerger interest-holder liability. The exception requires recorded organic rules authorizing fewer-than-all approval and the holder's assent to that provision or admission after it. Conn. Gen. Stat. § 34-613(a)(2). The LLC-only sections contain no matching liability-consent rule.
Chapter 613a states no merger-specific notice period. Member action may occur without a meeting, and a member may appoint a proxy or agent by signing a record. Conn. Gen. Stat. § 34-255f(d).
Every constituent signs the Certificate
In the LLC-only route, each LLC signs; the survivor files the Certificate with the Secretary. It identifies the constituents and survivor, jurisdictions, effect, approval, public survivor document, process address, and other-law items. Conn. Gen. Stat. § 34-279j.
In the cross-type route, each entity signs and the Certificate adds entity types plus the public organic document or amendment of a domestic survivor and the foreign survivor's process-mail address. Conn. Gen. Stat. § 34-615. An authorized person or agent signs for an LLC. Conn. Gen. Stat. § 34-247b. The current Secretary fee schedule lists $60 for a merger.
Amendment and abandonment depend on the route
For an LLC-only merger, the plan's method controls amendment and abandonment; otherwise the original consent threshold applies. Conn. Gen. Stat. § 34-279i(b). A filed but ineffective Chapter 613a record may be withdrawn by Certificate of Withdrawal. Conn. Gen. Stat. § 34-247g.
For a cross-type merger, material changes to consideration, survivor rules, or other materially adverse terms preserve the original interest holder's vote. After filing but before effect, abandonment requires a Certificate of Abandonment filed in time. Conn. Gen. Stat. § 34-614.
Both routes permit a delayed effective date through day 90. The LLC-only route uses the general filing clock in § 34-247f; the cross-type Certificate states the clock directly in § 34-615. A Chapter 613a Statement of Correction may fix an inaccurate record or defective signature/transmission and generally relates back subject to adverse reliance. Conn. Gen. Stat. § 34-247h.
The survivor receives the statutory continuity package
The LLC-only route continues or creates the survivor, ends nonsurvivors, vests property and liabilities, continues proceedings, gives effect to organic records and the plan, and converts interests without a default dissolution. Conn. Gen. Stat. § 34-279k. The cross-type route supplies the parallel continuity package and also cancels a nonsurviving foreign entity's Connecticut qualification. Conn. Gen. Stat. § 34-616.
What trips people up
Connecticut does not grant an LLC member statutory appraisal rights in the LLC- only route; organizational rules or the plan may create contractual rights. Conn. Gen. Stat. § 34-279f. The cross-type act likewise recognizes contractual rights and applies the corporate appraisal procedure to the extent practicable when the LLC's own law has none. Conn. Gen. Stat. § 34-607.
The process mechanics also split. An unqualified foreign LLC survivor under the LLC-only route appoints the Secretary of the State and supplies an office address. Under the cross-type route, an unqualified foreign survivor likewise appoints the Secretary and supplies a mailing address for forwarded process.
Both statutes are nonexclusive, but neither contains an ownership-threshold or parent-subsidiary short form. Conn. Gen. Stat. §§ 34-279d and 34-604.
Common questions
May the members act without holding a meeting?
Yes. Section 34-255f(d) permits member action without a meeting and allows a signed proxy or agent appointment.
Does the same Certificate work for both routes?
Both are called a Certificate of Merger, but the required contents differ. Entity type and whether every constituent is an LLC determine the governing section and filing package.
Does the merger dissolve a nonsurviving LLC?
No for winding-up purposes unless otherwise agreed. The entity ceases separately, but the merger does not trigger the ordinary dissolution process.
Statutes and sources
- Conn. Gen. Stat. §§ 34-247b, 34-247f to 34-247h, 34-255f, and 34-279 to 34-279k — LLC-only plan, approval, filing, timing, effects, appraisal, service, and common filing rules. Official Chapter 613a, accessed September 12, 2026.
- Conn. Gen. Stat. §§ 34-600 to 34-616 — cross-type scope, plan, approval, affected-holder consent, filing, abandonment, effects, appraisal, service, exclusions, and nonexclusivity. Official Chapter 616, accessed September 12, 2026.
- Connecticut Secretary of the State domestic LLC fee schedule — current $60 merger filing. Official fee page, accessed September 12, 2026.
Source links
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