2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-101 - Definitions.

As used in sections 34-100 to 34-242, inclusive, unless the context otherwise requires:

(1) “Address” means a location as described by the full street number, if any, street, city or town, state or county and not a mailing address such as a post office box.

(2) “Articles of organization” means articles filed under section 34-121, and those articles as amended or restated.

(3) “Corporation” means a corporation formed under the laws of this state or a foreign corporation.

(4) “Court” includes every court having jurisdiction in the case.

(5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

(6) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-100 to 34-242, inclusive.

(7) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(8) “Event of dissociation” means an event that causes a person to cease to be a member, as provided in section 34-180.

(9) “Foreign corporation” means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

(10) “Foreign limited liability company” means an entity that is: (A) Organized under the laws of a state other than the laws of this state or under the laws of any foreign country; (B) organized under a statute pursuant to which an entity denominated as a limited liability company may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (C) is not required to be registered or organized under any statute of this state other than sections 34-100 to 34-242, inclusive.

(11) “Foreign limited partnership” means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.

(12) “Limited liability company” or “domestic limited liability company” means an organization having one or more members that is formed under sections 34-100 to 34-242, inclusive.

(13) “Limited liability company membership interest” or “interest” or “interest in the limited liability company” means a member’s share of the profits and losses of the limited liability company and a member’s right to receive distributions of the limited liability company’s assets, unless otherwise provided in the operating agreement.

(14) “Limited partnership” means a limited partnership formed under the laws of this state or a foreign limited partnership.

(15) “Manager” or “managers” means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with section 34-140.

(16) “Member” or “members” means a person or persons who have been admitted to membership in a limited liability company as provided in section 34-179 and who have not disassociated from the limited liability company as provided in section 34-180.

(17) “Operating agreement” means any agreement, written or oral, as to the conduct of the business and affairs of a limited liability company, which is binding upon all of the members.

(18) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.

(19) “Organizer” or “organizers” means any member or members or any other person or persons who files or file the articles of organization as provided in section 34-120.

(20) “Other entity” means any association or legal entity, other than a domestic or foreign limited liability company, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited partnership, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

(21) “Party to a consolidation” means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.

(22) “Party to a merger” means any domestic or foreign limited liability company or other entity that will merge under a plan of merger.

(23) “Person” means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

(24) “Plan of merger” or “plan of consolidation” means a plan entered into pursuant to section 34-195.

(25) “Professional service” means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.

(26) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(27) “State” means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

(28) “Survivor” means, in a merger or consolidation, the limited liability company or other entity into which one or more other limited liability companies or other entities are merged or consolidated.

(P.A. 93-267, S. 2; P.A. 94-217, S. 1; P.A. 96-89, S. 1; 96-254, S. 5, 10; P.A. 97-70, S. 1, 2, 11; P.A. 99-25, S. 2; 99-102, S. 43; P.A. 01-157, S. 2; 01-188, S. 1; P.A. 03-18, S. 61; P.A. 04-175, S. 1; 04-257, S. 55; P.A. 11-146, S. 9.)

History: P.A. 94-217 amended Subdiv. (10) to include “interest” as a defined term and add “unless otherwise provided in the operating agreement” and added Subdiv. (16) re definition of “organizer” or “organizers”, renumbering the remaining Subdivs. accordingly; P.A. 96-89 redefined “professional service” to include services rendered by nurse-midwives, licensed marital and family therapists and licensed clinical social workers; P.A. 96-254 reiterated inclusion of marital and family therapists and clinical social workers in definition of “professional service”, effective July 1, 1996; P.A. 97-70 amended definition of “foreign limited liability company” in Subdiv. (7) by deleting former Subpara. (A) re an unincorporated association, relettering the remaining Subparas. accordingly, and replacing “association” with “entity” in Subpara. (B) and amended definition of “limited liability company” or “domestic limited liability company” in Subdiv. (9) by reducing from two to one the minimum number of members required, effective May 27, 1997; P.A. 99-25 redefined “professional service” in Subdiv. (17) to include licensed professional counselors; P.A. 99-102 amended Subdiv. (17) by deleting obsolete reference to osteopathy and made a technical change; P.A. 01-157 redefined “professional service” to include real estate brokers and insurance producers; P.A. 01-188 added new Subdiv. (5) defining “electronic transmission” or “electronically transmitted”, added new Subdiv. (19) defining “sign” or “signature”, and redesignated existing Subdivs. (5) to (17) as Subdivs. (6) to (18) and existing Subdiv. (18) as Subdiv. (20); P.A. 03-18 added new Subdivs. (16) and (18) to (20) defining “organizational documents”, “other entity”, “party to a consolidation” and “party to a merger”, redesignated existing Subdivs. (16) and (18) to (20) as Subdivs. (21) and (23) to (25), added new Subdivs. (22) and (26) defining “plan of merger” or “plan of consolidation” and “survivor” and made a technical change, effective July 1, 2003; P.A. 04-175 amended Subdiv. (23) by adding reference to licensed or certified alcohol and drug counselors in definition of “professional service”; P.A. 04-257 made a technical change in Subdiv. (14), effective June 14, 2004; P.A. 11-146 added new Subdiv. (5) defining “deliver” or “delivery”, added new Subdiv. (6) defining “document”, redesignated existing Subdivs. (5) to (26) as Subdivs. (7) to (28), amended Subdiv. (7) to rephrase language and amended Subdiv. (26) to redefine “sign” or “signature” to include any “electronic” signature, effective January 1, 2012.