2018 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 616 - Entity Transactions
Section 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 of interests of the acquired entity in an interest exchange.

(3) “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to (A) propose a transaction subject to this chapter; (B) adopt and approve the terms and conditions of the transaction; and (C) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

(4) “Business corporation” means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a.

(5) “Conversion” means a transaction authorized by part IV of this chapter.

(6) “Converted entity” means the converting entity as it continues in existence after a conversion.

(7) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to section 34-633 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

(8) “Domestic entity”, unless the context otherwise requires, means an entity whose internal affairs are governed by the law of this state.

(9) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

(10) “Domesticating entity” means the domestic entity that approves a plan of domestication pursuant to section 34-643 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

(11) “Domestication” means a transaction authorized by part V of this chapter.

(12) “Entity”, unless the context otherwise requires, means (A) a business corporation; (B) a nonprofit corporation; (C) a general partnership, including a limited liability partnership; (D) a limited partnership, including a limited liability limited partnership; (E) a limited liability company; (F) a business trust or statutory trust entity; (G) an unincorporated nonprofit association; (H) a cooperative; or (I) any other person who has a separate legal existence or the power to acquire an interest in real property in his or her own name other than (i) an individual; (ii) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust; (iii) an association or relationship that is not a partnership solely by reason of the law of any other jurisdiction; (iv) a decedent's estate; or (v) a government, a governmental subdivision, agency or instrumentality, or a quasi-governmental instrumentality.

(13) “Filing entity” means an entity that is created by the filing of a public organic document.

(14) “Foreign entity” means an entity other than a domestic entity.

(15) “Governance interest” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to (A) receive or demand access to information concerning, or the books and records of, the entity; (B) vote for the election of the governors of the entity; or (C) receive notice of or vote on any or all issues involving the internal affairs of the entity.

(16) “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

(17) “Interest”, unless the context otherwise requires, means (A) a governance interest in an unincorporated entity; (B) a transferable interest in an unincorporated entity; or (C) a share or membership in a corporation.

(18) “Interest exchange” means a transaction authorized by part III of this chapter.

(19) “Interest holder” means a direct holder of an interest.

(20) “Interest holder liability” means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder, or (ii) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.

(21) “Jurisdiction of organization” of an entity means the jurisdiction under which the law includes the organic law of the entity.

(22) “Liability” means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent.

(23) “Merger” means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State.

(24) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

(25) “Nonprofit corporation” means a corporation whose internal affairs are governed by chapter 602.

(26) “Organic law” means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity.

(27) “Organic rules” means the public organic document and private organic rules of an entity.

(28) “Person” means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

(29) “Plan” means a plan of merger, interest exchange, conversion or domestication.

(30) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any.

(31) “Protected agreement” means (A) a record evidencing indebtedness and any related agreement in effect on or after January 1, 2014; (B) an agreement that is binding on an entity on or after January 1, 2014; (C) the organic rules of an entity in effect on or after January 1, 2014; or (D) an agreement that is binding on any of the governors or interest holders of an entity on or after January 1, 2014.

(32) “Public organic document” means the public record, the filing of which creates an entity and any amendment to or restatement of such record.

(33) “Qualified foreign entity” means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of the State.

(34) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

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

(36) “Surviving entity” means the entity that continues in existence after a merger or that is created by a merger.

(37) “Transferable interest” means the right under an entity's organic law to receive distributions from the entity.

(38) “Type”, with regard to an entity, means a generic form of entity (A) recognized at common law, or (B) organized under an organic law, whether or not an entity organized under such organic law is subject to the provisions of such organic law creating different categories of the form of entity.

(P.A. 11-241, S. 1; P.A. 14-89, S. 40, 41.)

History: P.A. 11-241 effective January 1, 2014; P.A. 14-89 made a technical change in Subdiv. (30), amended Subdiv. (31) to redefine “protected agreement” by changing “October 1, 2011” to “January 1, 2014”, and made a technical change in Subdiv. (38), effective June 3, 2014.