Connecticut – META takes effect Wednesday, January 1

January 7, 2014

The Secretary of State’s office provided an update on implementation of the Model Entity Transaction Act (META) which takes effect Wednesday, January 1, 2014.  Public Act 11-241, enacted in 2011 to permit cross-entity mergers, conversions and redomestications, can be accessed at http://www.cga.ct.gov/2011/ACT/Pa/pdf/2011PA-00241-R00HB-06497-PA.pdf with a summary at http://www.cga.ct.gov/2011/SUM/2011SUM00241-R04HB-06497-SUM.htm .  The Secretary of State does not plan to post sample forms for META transactions and said filings should be drafted using the statute for guidance similar to how mergers are handled, and the state suggested preclearance of transactions.   Certificates of legal existence for entities subject to META transactions will be processed manually.  Fees will reflect the various aspects of a filing – for example, a conversion of a domestic LLC to a domestic corporation with minimum tax would include $60.00 conversion fee plus $100.00 certificate of incorporation and $150.00 minimum franchise tax. The fee to redomesticate out of Connecticut is $100.00, and the fee to redomesticate into Connecticut would be the standard formation fee.

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