reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-271e. - Derivative action. Proceeds and expenses.

(a) Except as provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) On termination of the derivative proceedings, the court may order: (1) The limited liability company to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the limited liability company; (2) the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (3) a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. As used in this subsection, “expenses” means reasonable expenses of any kind that are incurred in connection with a matter including, but not limited to, reasonable counsel fees.
(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.
(P.A. 16-97, S. 69.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275. - Governing law.

(a) The law of the governing jurisdiction of a foreign limited liability company governs: (1) The internal affairs of the company; (2) the liability of a member as member and a manager as manager for a debt, obligation or other liability of the company; and (3) the liability of a series of the company.
(b) A foreign limited liability company is not precluded from registering to transact business in this state because of any difference between the law of the governing jurisdiction and the law of this state.
(c) Registration of a foreign limited liability company to transact business in this state does not authorize the foreign company to engage in any activities or affairs or exercise any power in this state that a limited liability company may not engage in or exercise in this state.
(P.A. 16-97, S. 70.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275b. - Foreign registration statement.

To register to do business in this state, a foreign limited liability company must deliver a foreign registration certificate to the Secretary of the State for filing. The certificate shall set forth:
(1) The name of the company and, if the name does not comply with section 34-243k, an alternate name adopted pursuant to subsection (a) of section 34-275e;
(2) That the company is a foreign limited liability company;
(3) The name of the company's governing jurisdiction;
(4) The street and mailing addresses of the company's principal office and, if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office;
(5) The name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by section 34-243n and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;
(6) The name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For the purposes of this subdivision, a showing of good cause shall include, but need not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk; and
(7) The electronic mail address, if any, of the foreign limited liability company.
(P.A. 16-97, S. 72; P.A. 17-108, S. 36.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced “statement” with “certificate”, amended Subdiv. (5) by replacing “subdivision (4) of subsection (b) of section 34-247” with “section 34-243n” and amended Subdiv. (6) by making technical changes, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275c. - Amendment of foreign registration certificate.

A registered foreign limited liability company shall deliver to the Secretary of the State for filing an amendment to its foreign registration certificate if there is a change in: (1) The name of the company; or (2) the company's governing jurisdiction.
(P.A. 16-97, S. 73; P.A. 17-108, S. 37.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced “statement” with “certificate”, deleted former Subdiv. (3) re address required by Sec. 34-275b(4), deleted former Subdiv. (4) re information required by 34-275b(5) and made technical changes, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275d. - Activities not constituting transacting business in this state.

(a) Activities of a foreign limited liability company which do not constitute transacting business in this state under sections 34-275 to 34-275i, inclusive, include:
(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2) Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange and registration of the securities of the company, or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages or security interests in property;
(8) Securing or collecting debts, or enforcing mortgages or security interests in property securing the debts, and foreclosing on, holding, protecting or maintaining any such property;
(9) Conducting an isolated transaction that is not in the course of similar transactions;
(10) Owning, without more, property;
(11) Voting securities or other equity ownership interests owned by the foreign limited liability company; and
(12) Transacting business in interstate commerce.
(b) A person does not transact business in this state solely because such person: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under law of this state other than sections 34-243 to 34-283d, inclusive.
(P.A. 16-97, S. 74.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275e. - Noncomplying name of foreign limited liability company.

(a) A foreign limited liability company whose name does not comply with section 34-243k may not register to transact business in this state until it adopts, for the purpose of transacting business in this state, an alternate name that complies with said section. A registered foreign limited liability company that registers under an alternate name under this subsection need not comply with chapter 620. After registering to transact business in this state with an alternate name, a registered foreign limited liability company shall transact business in this state under: (1) The alternate name; (2) the company's name, with the addition of its governing jurisdiction; or (3) an assumed or fictitious name that the company is authorized to use under chapter 620.
(b) If a registered foreign limited liability company changes its name to one that does not comply with section 34-243k, it may not transact business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with said section.
(P.A. 16-97, S. 75.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275h. - Withdrawal of registration of registered foreign limited liability company.

(a) A registered foreign limited liability company may withdraw its registration by delivering a certificate of withdrawal of registration to the Secretary of the State for filing. The certificate of withdrawal of registration must state: (1) The name of the company and its governing jurisdiction; (2) that the company is not transacting business in this state and that it withdraws its registration to transact business in this state; (3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; (4) that the company surrenders its authority to transact business in this state; and (5) an address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to transact business in this state may be made pursuant to section 34-243r.
(P.A. 16-97, S. 78; P.A. 17-108, S. 40.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a) by replacing “statement of withdrawal” with “certificate of withdrawal of registration”, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-275i. - Action by Attorney General.

The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 34-275 to 34-275h, inclusive.
(P.A. 16-97, S. 79.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279. - Definitions.

As used in this section and sections 34-279a to 34-279q, inclusive:
(1) “Interest exchange” means a transaction authorized by sections 34-279m to 34-279q, inclusive.
(2) “Merger” means a transaction in which two or more merging limited liability companies and foreign limited liability companies are combined into a surviving limited liability company pursuant to a filing with the Secretary of the State pursuant to section 34-279j.
(3) “Merging limited liability company” means a limited liability company or foreign limited liability company that is party to a merger.
(4) “Organic law” means, with respect to a limited liability company, the provisions of sections 34-243 to 34-283d, inclusive, as in effect in this state from time to time, and with respect to a foreign limited liability company, the law of the governing jurisdiction governing the internal affairs of a foreign limited liability company.
(5) “Organizational documents” means the certificate of organization and operating agreement of a limited liability company or a foreign limited liability company, or comparable records of a foreign limited liability company as provided in its organic law.
(6) “Plan” means a plan of merger or interest exchange.
(7) “Protected agreement” means: (A) A record evidencing indebtedness and any related agreement in effect on or after July 1, 2017; (B) an agreement that is binding on a limited liability company or foreign limited liability company on or after July 1, 2017; (C) the organizational documents of a limited liability company in effect on or after July 1, 2017; or (D) an agreement that is binding on any of the members or managers of a limited liability company or foreign limited liability company on or after July 1, 2017.
(8) “Surviving limited liability company” means a limited liability company or foreign limited liability company into which one or more other limited liability companies and foreign limited liability companies are merged whether the surviving limited liability company preexisted the merger or was created by the merger.
(P.A. 16-97, S. 80.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279a. - Applicability of other statutes.

(a) Unless displaced by the particular provisions of sections 34-279 to 34-279q, inclusive, the principles of law and equity shall supplement said sections.
(b) Sections 34-279 to 34-279q, inclusive, shall not authorize any action prohibited by law or affect the application or requirements of law other than said sections.
(P.A. 16-97, S. 81.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279b. - Required notice or approval.

(a) A limited liability company or foreign limited liability company that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange.
(b) Property held for a charitable purpose under the law of this state by a limited liability company or foreign limited liability company immediately before a transaction under sections 34-279 to 34-279q, inclusive, becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the limited liability company or foreign limited liability company provides notice to the Attorney General and obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.
(c) A bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a merging limited liability company that is not the surviving limited liability company and that takes effect or remains payable after the merger inures to the surviving limited liability company. A trust obligation that would govern property if transferred to the merging limited liability company that does not survive the merger applies to property that is transferred to the surviving limited liability company under this section.
(P.A. 16-97, S. 82; P.A. 17-48, S. 9.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-48 amended Subsec. (b) to make a technical change.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279c. - Status of filings.

A filing under sections 34-279 to 34-279q, inclusive, signed by a limited liability company becomes part of the organizational documents of the limited liability company.
(P.A. 16-97, S. 83.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279d. - Nonexclusivity.

(a) The fact that a transaction under sections 34-279 to 34-279q, inclusive, produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law.
(b) Sections 34-279 to 34-279q, inclusive, do not preclude a limited liability company from being merged, converted or domesticated under law other than said sections.
(P.A. 16-97, S. 84.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279e. - Plan reference to external facts.

A plan may refer to facts ascertainable outside the plan, provided the manner in which the facts shall operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction.
(P.A. 16-97, S. 85.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279f. - Applicability of appraisal rights.

(a) Subject to subsection (b) of this section, nothing in sections 34-243 to 34-283d, inclusive, shall be construed to grant by law appraisal rights to a member of a merging limited liability company pursuant to a merger under sections 34-279h to 34-279k, inclusive, or an acquired limited liability company pursuant to sections 34-279l to 34-279q, inclusive, in connection with the transaction.
(b) A member of a merging limited liability company pursuant to a merger under sections 34-279h to 34-279k, inclusive, or an acquired limited liability company pursuant to sections 34-279
l
to 34-279q, inclusive, is entitled to contractual appraisal rights in connection with the transaction to the extent provided in: (1) The limited liability company's organizational documents; or (2) the plan.
(P.A. 16-97, S. 86.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279g. - Excluded entities and transactions.

Sections 34-279 to 34-279q, inclusive, shall not be used to effect a transaction that is a merger or interest exchange governed by sections 34-243 to 34-283d, inclusive, involving a limited liability company organized to render professional services unless the transaction involves another limited liability company or foreign limited liability company organized to render the same professional service permitted to be performed by a limited liability company pursuant to subsection (c) of section 34-243h, or to render two or more professional services permitted to be performed by a limited liability company pursuant to subsection (d) of section 34-243h.
(P.A. 16-97, S. 87.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279h. - Merger authorized.

(a) A limited liability company may merge with one or more other merging limited liability companies into a surviving limited liability company pursuant to this section and sections 34-279i to 34-279k, inclusive, and a plan of merger, if: (1) The organic law of each of the other merging limited liability companies authorizes the merger; (2) the merger is not prohibited by the law of the governing jurisdiction of the other merging limited liability companies or by any federal law; and (3) each of the other merging limited liability companies complies with its organic law in effecting the merger.
(b) A plan of merger must be in a record and must include: (1) The name and form of each merging limited liability company; (2) the name and form of the surviving limited liability company and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the transferable interests in each merging limited liability company into any combination of money, transferable interests in the surviving limited liability company, and other consideration; (4) if the surviving limited liability company is to be created by the merger, the surviving limited liability company's organizational documents that are proposed to be in a record; and (5) if the surviving limited liability company is not to be created by the merger, any amendments to be made by the merger to the surviving limited liability company's organizational documents that are, or are proposed to be, in a record.
(P.A. 16-97, S. 88.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279i. - Action on plan of merging limited liability company.

(a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability company, a plan of merger must be consented to by two-thirds in interest of the members of the limited liability company.
(b) Subject to any contractual rights, after a merger is approved, and at any time before a certificate of merger becomes effective, a merging limited liability company may amend the plan of merger or abandon the merger: (1) As provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
(P.A. 16-97, S. 89; P.A. 17-108, S. 41.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (b) by replacing “articles of merger are delivered to the Secretary of the State for filing under section 34-279j” with “a certificate of merger becomes effective” and by replacing “amend the plan” with “amend the plan of merger”, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279j. - Filings required for merger. Effective date.

(a) After each merging limited liability company has approved a merger, a certificate of merger must be signed on behalf of each merging limited liability company, as provided in subsection (a) of section 34-247b.
(b) A certificate of merger under this section must include:
(1) The name of each merging limited liability company and its governing jurisdiction;
(2) The name of the surviving limited liability company, its governing jurisdiction, and, if the surviving limited liability company is created by the merger, a statement to that effect;
(3) The date the merger is effective under the organic law of the surviving limited liability company;
(4) If the surviving limited liability company is to be created by the merger and is a limited liability company, the surviving limited liability company's certificate of organization, as an attachment;
(5) If the surviving limited liability company preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the surviving limited liability company that are in a public record;
(6) A statement as to each merging limited liability company that the merger was approved as required by the merging limited liability company's organic law;
(7) If the surviving limited liability company is a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the Secretary of the State may use for the purposes of subsection (b) of section 34-279k;
(8) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective; and
(9) Any additional information required by the organic law of any merging limited liability company.
(c) In addition to the requirements of subsection (b) of this section, the certificate of merger may contain any other provision not prohibited by law.
(d) The surviving limited liability company shall deliver the certificate of merger for filing in the office of the Secretary of the State.
(e) A merger becomes effective when the certificate of merger is effective under section 34-247f.
(P.A. 16-97, S. 90; P.A. 17-108, S. 42.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (d) by replacing “each merging limited liability company” with “the surviving limited liability company”, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279k. - Effect of merger.

(a) When a merger becomes effective:
(1) The surviving limited liability company continues or comes into existence;
(2) Each merging limited liability company that merges into the surviving limited liability company ceases to exist as a separate entity;
(3) All property owned by each merging limited liability company that ceases to exist vests in the surviving limited liability company;
(4) All debts, obligations or other liabilities of each merging limited liability company that ceases to exist continue as debts, obligations or other liabilities of the surviving limited liability company;
(5) An action or proceeding pending by or against any merging limited liability company that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each merging limited liability company that ceases to exist vest in the surviving limited liability company;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) Except as otherwise agreed, if a merging limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 34-267 to 34-267g, inclusive;
(9) If the surviving limited liability company is created by the merger, the certificate of organization becomes effective; and
(10) If the surviving limited liability company preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the limited liability company become effective.
(b) A surviving limited liability company that is a foreign limited liability company consents to the jurisdiction of the courts of this state for the enforcement of any debt, obligation or other liability owed by a merging limited liability company if before the merger the merging limited liability company was subject to suit in this state on the debt, obligation or other liability. A surviving limited liability company that is a foreign limited liability company and not authorized to transact business in this state appoints the Secretary of the State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Secretary of the State under this subsection must be made in the same manner and has the same consequences as in subsections (c) and (d) of section 34-243r.
(c) The transferable interests in a limited liability company that are to be converted under the terms of the plan of merger are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger and to any appraisal rights they have under section 34-279f and the merging limited liability company's organic law.
(P.A. 16-97, S. 91.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279l. - Interest exchange authorized.

(a) By complying with the provisions of this section and sections 34-279m to 34-279q, inclusive: (1) A limited liability company may acquire all of one or more classes or series of transferable interests of another limited liability company or a foreign limited liability company in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or (2) all of one or more classes or series of transferable interests of a limited liability company may be acquired by another limited liability company or a foreign limited liability company in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(b) By complying with the provisions with this section and sections 34-279m to 34-279q, inclusive, a foreign limited liability company may be the acquiring or acquired limited liability company in an interest exchange under this section and sections 34-279m to 34-279q, inclusive, if the interest exchange is authorized by the organic law of the foreign limited liability company.
(c) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2017.
(P.A. 16-97, S. 92.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279m. - Plan of interest exchange.

(a) A limited liability company may be the acquired limited liability company in an interest exchange under sections 34-279l to 34-279q, inclusive, by approving a plan of interest exchange. The plan must be in a record and contain: (1) The name of the acquired limited liability company; (2) the name and the governing jurisdiction of the acquiring limited liability company or foreign limited liability company; (3) the manner of converting the transferable interests in the acquired limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) any proposed amendments to the certificate of organization or operating agreement that are, or are proposed to be, in a record of the acquired limited liability company; (5) the other terms and conditions of the interest exchange; and (6) any other provision required by the law of this state or the organizational documents of the acquired limited liability company.
(b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.
(P.A. 16-97, S. 93.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279n. - Approval of interest exchange.

(a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability agreement, a plan of interest exchange is not effective unless it has been approved by two-thirds in interest of the members of an acquired limited liability company entitled to vote on or consent to any matter.
(b) An interest exchange involving a foreign limited liability company is not effective unless it is approved by the foreign limited liability company in accordance with the organic law of the foreign limited liability company.
(c) Except as otherwise provided in its organic law or organizational documents, the members of the acquiring limited liability company or foreign limited liability company are not required to approve the interest exchange.
(P.A. 16-97, S. 94.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279o. - Amendment or abandonment of plan of interest exchange.

(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) An acquired limited liability company may approve an amendment of a plan of interest exchange: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the managers or members of the limited liability company in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the acquired limited liability company under the plan; (B) the certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired limited liability company under sections 34-243 to 34-283d, inclusive, or the operating agreement; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
(c) After a plan of interest exchange has been approved and before a certificate of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, an acquired limited liability company may abandon the plan in the same manner as the plan was approved.
(d) If a plan of interest exchange is abandoned after a certificate of interest exchange has been delivered to the Secretary of the State for filing and before the certificate of interest exchange becomes effective, a certificate of abandonment, signed by the acquired limited liability company, must be delivered to the Secretary of the State for filing before the certificate of interest exchange becomes effective. The certificate of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The certificate of abandonment must contain: (1) The name of the acquired limited liability company; (2) the date on which the certificate of interest exchange was delivered to the Secretary of the State for filing; and (3) a statement that the interest exchange has been abandoned in accordance with this section.
(P.A. 16-97, S. 95.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279p. - Certificate of interest exchange. Effective date of interest exchange.

(a) A certificate of interest exchange must be signed by an acquired limited liability company and delivered to the Secretary of the State for filing.
(b) A certificate of interest exchange must contain: (1) The name of the acquired limited liability company; (2) the name and governing jurisdiction of the acquiring limited liability company or foreign limited liability company; (3) a statement that the plan of interest exchange was approved by the acquired limited liability company in accordance with sections 34-279
l
to 34-279q, inclusive; (4) if the certificate of interest exchange is not to be effective upon filing, the date and time when it shall become effective; and (5) any amendments to the acquired limited liability company's certificate of organization approved as part of the plan of interest exchange.
(c) In addition to the requirements of subsection (b) of this section, a certificate of interest exchange may contain any other provision not prohibited by law.
(d) A plan of interest exchange that is signed by an acquired limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of the State for filing instead of a certificate of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in sections 34-279 to 34-279q, inclusive, to a certificate of interest exchange refer to the plan of interest exchange filed under this subsection.
(e) An interest exchange becomes effective when the certificate of interest exchange is effective under section 34-247f.
(P.A. 16-97, S. 96.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-279q. - Effect of interest exchange.

(a) When an interest exchange in which the acquired entity is a limited liability company becomes effective: (1) The transferable interests in a limited liability company that are the subject of the interest exchange cease to exist or are converted or exchanged, and the members holding those transferable interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 34-279f; (2) the acquiring limited liability company or foreign limited liability company becomes the holder of the transferable interests in the acquired limited liability company set forth in the plan of interest exchange to be acquired by the acquiring limited liability company or foreign limited liability company; (3) the certificate of organization of the acquired limited liability company is amended as provided in the certificate of interest exchange; and (4) the provisions of the operating agreement of the acquired limited liability company that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.
(b) Except as otherwise provided in the operating agreement of an acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager or third party would otherwise have upon a dissolution, liquidation or winding up of the acquired limited liability company.
(c) The transferable interests in a limited liability company that are to be exchanged under the terms of the plan of interest exchange are so exchanged, and the former holders thereof are entitled only to the rights provided in the plan of interest exchange and to any appraisal rights they have under section 34-279f and the acquired limited liability company's organic law.
(P.A. 16-97, S. 97.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-283. - Uniformity of application and construction.

In applying and construing the provisions of the Connecticut Uniform Limited Liability Company Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
(P.A. 16-97, S. 98.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-283a. - Relation to Electronic Signatures in Global and National Commerce Act.

Sections 34-243 to 34-283d, inclusive, modify, limit and supersede the Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001 et seq., but do not modify, limit or supersede Section 101(c) of said act, 15 USC Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of said act, 15 USC Section 7003(b).
(P.A. 16-97, S. 99.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-283b. - Savings clause.

Sections 34-243 to 34-283d, inclusive, do not affect an action commenced, proceeding brought or right accrued before July 1, 2017.
(P.A. 16-97, S. 100.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-283c. - Severability clause.

If any provision of sections 34-243 to 34-283d, inclusive, or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of sections 34-243 to 34-283d, inclusive, which can be given effect without the invalid provision or application, and to this end the provisions of said sections are severable.
(P.A. 16-97, S. 101.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-283d. - Rules of construction.

(a) It is the policy of this section and sections 34-243 to 34-283c, inclusive, to give maximum effect to the principle of freedom of contract and to enforceability of limited liability company agreements.
(b) Unless displaced by particular provisions of this section and sections 34-243 to 34-283c, inclusive, the principles of law and equity supplement said sections.
(c) Rules that statutes in derogation of the common law are to be strictly construed shall have no application under this section and sections 34-243 to 34-283c, inclusive.
(d) Neither this section, sections 34-243 to 34-283c, inclusive, nor any amendments to said sections shall be construed to impair the obligations of any contract existing on, or affect any action or proceedings begun or right accrued before July 1, 2017, or the effective date of such amendment.
(P.A. 16-97, S. 102.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-290. - Commercial records database.

If any reprogramming of or upgrade to the office of the Secretary of the State's CONCORD commercial records database, or any additional or upgraded software for such database, is necessitated by any provision of sections 34-243 to 34-283d, inclusive, the office of the Secretary of the State shall make or procure such reprogramming, upgrade or additional or upgraded software only within available appropriations.
(P.A. 16-97, S. 109.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-300. - Short title: Uniform Partnership Act.

Sections 34-300 to 34-399, inclusive, may be cited as the Uniform Partnership Act (1994).
(P.A. 95-341, S. 1, 58.)
History: P.A. 95-341 effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-302. - Knowledge and notice.

(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person: (1) Knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification: (1) Comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(P.A. 95-341, S. 3, 58; P.A. 07-217, S. 151.)
History: P.A. 95-341 effective July 1, 1997; P.A. 07-217 made technical changes in Subsec. (e), effective July 12, 2007.