Connecticut § 34-644 - Amendment or abandonment of plan of domestication.

§ 34-644. Amendment or abandonment of plan of domestication.

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) by the governors or interest holders of the entity in the manner provided in the plan, except an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that shall change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by any of the interest holders of the domesticating entity under the plan; (B) the public organic document or private organic rules of the domesticated entity that shall be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.

(b) After a plan of domestication has been approved by a domestic domesticating entity and before a certificate of domestication becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after a certificate of domestication has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the entity, shall be filed with the Secretary of the State before the time when the certificate of domestication becomes effective. The certificate of abandonment shall take effect upon its filing, and the domestication shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the domesticating entity; (2) the date on which the certificate of domestication was filed; and (3) a statement that the domestication has been abandoned in accordance with this section.

(P.A. 11-241, S. 31; P.A. 24-70, S. 12.)

History: P.A. 11-241 effective January 1, 2014; P.A. 24-70 amended Subsecs. (b) and (c) by replacing references to “statement” with “certificate”.