reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-509. - Fees payable to the Secretary of the State.

(a) The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state: (1) For filing of an application for reservation of name, and application for renewal of reservation, or notice of transfer or cancellation of reservation pursuant to section 34-506, sixty dollars; (2) for filing of a certificate of trust, a certificate of amendment or a restated certificate of trust, one hundred twenty dollars; (3) for preparing and furnishing a copy of any certificate filed relating to a statutory trust: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (4) for preparing and furnishing a certificate of existence or authorization, forty dollars; (5) for preparing and furnishing a certificate of existence or authorization reflecting any and all changes of name and the date or dates of filing thereof, eighty dollars; (6) for filing of a certificate of merger or consolidation, sixty dollars; and (7) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.
(b) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under sections 34-500 to 34-547, inclusive.
(P.A. 96-271, S. 233, 254; P.A. 98-137, S. 21, 62; 98-219, S. 33, 34; P.A. 03-18, S. 74; June Sp. Sess. P.A. 09-3, S. 375; P.A. 14-154, S. 26.)
History: P.A. 96-271 effective October 1, 1997; P.A. 98-137 added Subsec. (a)(4) re $20 fee for preparing and furnishing a certificate of existence or authorization and (a)(5) re $40 fee for preparing and furnishing a certificate of existence or authorization reflecting any and all changes of name and the date or dates of filing thereof, redesignating former Subdiv. (4) as Subdiv. (6), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 03-18 amended Subsec. (a) by making a technical change and deleting “or a certificate of merger or consolidation” in Subdiv. (2), adding new Subdiv. (6) re $30 fee for filing certificate of merger or consolidation, and redesignating existing Subdiv. (6) as Subdiv. (7), effective July 1, 2003; June Sp. Sess. P.A. 09-3 increased fees in Subsec. (a); P.A. 14-154 amended Subsec. (a)(2) by deleting provision re filing fee for certificate of cancellation and making technical changes, effective July 1, 2015.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-515. - Contributions by beneficial owners.

(a) A contribution of a beneficial owner to the statutory trust may be in cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services; provided, a person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without making a contribution or being obligated to make a contribution to the statutory trust.
(b) Except as provided in the governing instrument, a beneficial owner is obligated to the statutory trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made. Such option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the statutory trust may have against such beneficial owner under the governing instrument or applicable law.
(c) A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that such beneficial owner is obligated to make shall be subject to specific penalties for, or set forth the specified consequences of, such failure. Such penalty or consequence may take the form of (1) reducing or eliminating the defaulting beneficial owner's proportionate interest in the statutory trust, (2) subordinating the defaulting beneficial owner's beneficial interest to that of nondefaulting beneficial owners, (3) a forced sale of the defaulting beneficial owner's beneficial interest, (4) forfeiture of the defaulting beneficial owner's beneficial interest, (5) the lending by other beneficial owners of the amount necessary to meet the defaulting beneficial owner's commitment, (6) fixing the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the defaulting beneficial owner's beneficial interest at such value, or (7) any other penalty or consequence.
(P.A. 96-271, S. 222, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-516. - Rights of beneficial owners in property of statutory trust.

(a) Except to the extent otherwise provided in the governing instrument of the statutory trust, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits and losses of the statutory trust in the proportion, expressed as a percentage, of the entire undivided beneficial interest in the statutory trust owned by such beneficial owner. The governing instrument of a statutory trust may provide that the statutory trust or the trustees, acting for and on behalf of the statutory trust, shall be deemed to hold beneficial ownership of any income earned on securities of the statutory trust issued by any business entities formed, organized or existing under the laws of any jurisdiction, including the laws of any foreign country.
(b) No creditor of a beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.
(c) A beneficial owner's beneficial interest in the statutory trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a statutory trust, a beneficial owner has no interest in specific statutory trust property.
(d) A beneficial owner's beneficial interest in the statutory trust is freely transferable except to the extent otherwise provided in the governing instrument of the statutory trust.
(e) Except to the extent otherwise provided in the governing instrument of a statutory trust, at the time a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust.
(P.A. 96-271, S. 225, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-518. - Existence of statutory trust.

(a) Except to the extent otherwise provided in the governing instrument of the statutory trust, a statutory trust shall have perpetual existence, and a statutory trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its governing instrument.
(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.
(P.A. 96-271, S. 228, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-519. - Applicability of laws pertaining to trusts. Classification for taxation purposes.

Except to the extent otherwise provided or authorized in sections 34-500 to 34-547, inclusive, the laws of this state pertaining to trusts are applicable to statutory trusts; provided, for purposes of taxation under title 12, a statutory trust shall be classified as a corporation, an association, a partnership, a trust or otherwise, as shall be determined under the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended.
(P.A. 96-271, S. 229, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-520. - Applicability of law re foreign corporation acting as trustee.

Sections 34-500 to 34-547, inclusive, do not apply in determining the application of section 45a-206 to the trustee of any statutory trust.
(P.A. 96-271, S. 249, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-522. - Derivative actions.

(a) A beneficial owner may bring an action in the Superior Court in the right of a statutory trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause such trustees to bring the action is not likely to succeed.
(b) A beneficial owner may not commence or maintain a derivative action unless the beneficial owner is a beneficial owner at the time of bringing the action and the beneficial owner (1) was a beneficial owner at the time of the transaction of which the beneficial owner complains or became a beneficial owner through transfer by operation of law or pursuant to the terms of the governing instrument of the statutory trust from a person who was a beneficial owner at the time of the transaction, and (2) fairly and adequately represents the interests of the statutory trust in enforcing the right of the statutory trust.
(c) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.
(d) If a derivative action is successful, in whole or in part, or if anything is received by a statutory trust as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of such proceeds and direct plaintiff to remit to the statutory trust the remainder thereof, and if such proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the statutory trust.
(e) A beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.
(f) A derivative action may not be discontinued or settled without the court's approval.
(P.A. 96-271, S. 236, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-523. - Liability of beneficial owners, trustees, officers, employees and managers.

(a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the beneficial owners of a statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of domestic corporations.
(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.
(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to subdivision (7) of subsection (b) of section 34-517, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.
(P.A. 96-271, S. 223, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-524. - Indemnification.

(a) Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.
(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state.
(P.A. 96-271, S. 237, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-530. - Governing law.

Subject to the Constitution of this state, the laws of the state or other jurisdictions under which a foreign statutory trust is organized shall govern its organization and internal affairs. A foreign statutory trust may not be denied registration by reason of any difference between those laws and the laws of this state.
(P.A. 96-271, S. 238, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-531. - Registration with Secretary of the State.

Before transacting business in this state, a foreign statutory trust shall register with the Secretary of the State. In order to register, a foreign statutory trust shall submit to the Secretary of the State a signed copy of an application for registration as a foreign statutory trust executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign statutory trust and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign statutory trust required to be maintained by section 34-532 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign statutory trust; (5) a representation that the foreign statutory trust is a “foreign statutory trust” as defined in section 34-501; and (6) the character of the business which the statutory trust intends to transact in this state.
(P.A. 96-271, S. 239, 254; P.A. 11-146, S. 21.)
History: P.A. 96-271 effective October 1, 1997; P.A. 11-146 replaced “an original signed copy” with “a signed copy” and, in Subdiv. (5), made a technical change in statutory reference, effective January 1, 2012.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-534. - Issuance of registration.

(a) If the Secretary of the State finds that an application for registration conforms to the filing provisions of sections 34-500 to 34-547, inclusive, and all requisite fees have been paid, he shall: (1) Endorse on each signed original of the application the word “Filed”, and the date and time of its acceptance for filing; (2) retain the signed original in his files; and (3) issue a certificate of registration to transact business in this state.
(b) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-500 to 34-547, inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.
(P.A. 96-271, S. 242, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-535. - Name.

The Secretary of the State shall not issue a registration to, or file any documents submitted by, any foreign statutory trust unless (1) such foreign statutory trust's name complies with the provisions of section 34-506; or (2) the foreign statutory trust adds to its name in its application for registration to transact business in this state, and agrees in such application to use in this state, exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name upon the records of the Secretary of the State, in the manner required by subsection (a) of section 34-506; or (3) the foreign statutory trust has obtained permission to use in this state a name that does not otherwise meet the requirements of subsection (a) of section 34-506 in the form of a written consent, executed and filed as provided in section 34-504, from each person or statutory trust which has reserved or is properly using in this state a name that is not such as can be distinguished from the name of the foreign statutory trust and agrees in such application to use in this state exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name, upon the records of the Secretary of the State, in the manner required by subsection (a) of section 34-506; or (4) the foreign statutory trust chooses to transact business in this state using a name that is different from the name under which it is organized and such name complies with section 34-506.
(P.A. 96-271, S. 243, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-536. - Amendment of application for registration.

(a) The application for registration of a foreign statutory trust may be amended by filing articles of amendment with the Secretary of the State signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization in the same manner as the original application for registration. The articles of amendment shall set forth: (1) The name of the statutory trust; and (2) the amendment to the application for registration.
(b) The application for registration may be amended in any way, provided the application for registration as amended contains only provisions that may be contained lawfully in an application at the time of making the amendment.
(P.A. 96-271, S. 244, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-537. - Cancellation of registration.

(a) A foreign statutory trust authorized to transact business in this state may cancel its registration upon procuring from the Secretary of the State a certificate of cancellation. In order to procure such certificate, the foreign statutory trust shall deliver to the Secretary of the State an application for cancellation, which shall set forth: (1) The name of the foreign statutory trust and the state or other jurisdiction under the laws of which it is organized; (2) that the foreign statutory trust is not transacting business in this state; (3) that the foreign statutory trust surrenders its certificate of registration to transact business in this state; (4) that the foreign statutory trust revokes the authority of its statutory agent for service of process in this state and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the foreign statutory trust was authorized to transact business in this state may thereafter be made on such foreign statutory trust by service thereof upon the Secretary of the State; and (5) an address to which a person may mail a copy of any process against the foreign statutory trust.
(b) The application for cancellation shall be in the form and manner designated by the Secretary of the State and shall be executed by the foreign statutory trust by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign statutory trust is in the hands of a receiver or trustee or other court appointed fiduciary, by such receiver, trustee or fiduciary.
(c) A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign statutory trust with respect to causes of action arising out of the transaction of business in this state.
(P.A. 96-271, S. 245, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-540. - Activities not constituting transacting business in this state.

(a) Any foreign statutory trust may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may hold such property as it may acquire by foreclosure or otherwise in payment of debts due such statutory trust without such action constituting transacting business in this state for the purposes of sections 34-500 to 34-547, inclusive.
(b) Without excluding other activities which may not constitute transacting business in this state, a foreign statutory trust shall not be considered to be transacting business in this state, for the purposes of sections 34-500 to 34-547, inclusive, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of its trustees or beneficiaries or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the foreign statutory trust's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) voting securities or other equity ownership interests owned by the foreign statutory trust; (10) conducting an isolated transaction that is complete within thirty days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce.
(c) A foreign statutory trust shall not be considered to be transacting business solely because it: (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.
(d) This section does not apply in determining the contacts or activities that may subject a foreign statutory trust to service of process or taxation in this state or to regulation under any other law of this state.
(P.A. 96-271, S. 248, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-541. - Action by Attorney General.

The Attorney General may maintain an action to restrain a foreign statutory trust from transacting business in this state in violation of sections 34-500 to 34-547, inclusive.
(P.A. 96-271, S. 250, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-545. - Reservation of power to amend or repeal.

All provisions of sections 34-500 to 34-547, inclusive, may be altered from time to time or repealed and all rights of statutory trusts, trustees, beneficial owners and other persons are subject to this reservation.
(P.A. 96-271, S. 252, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-546. - Rules of construction.

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to sections 34-500 to 34-547, inclusive.
(b) It is the policy of sections 34-500 to 34-547, inclusive, to give maximum effect to the principles of freedom of contract and to the enforceability of governing instruments.
(P.A. 96-271, S. 253, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-547. - Severability.

If any provision of sections 34-500 to 34-547, inclusive, or its application to any person or circumstances, is held invalid the invalidity does not affect other provisions or applications of said sections that can be given effect without the invalid provision or application, and to this end the provisions of said sections are severable.
(P.A. 96-271, S. 251, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-601. - Relationship of chapter to other laws.

(a) Unless displaced by the particular provisions of this chapter, the principles of law and equity shall supplement this chapter.
(b) This chapter shall not authorize any action prohibited by law or affect the application or requirements of law.
(c) A transaction effected under this chapter shall not create or impair any right or obligation on the part of a person under a provision of the law of this state relating to a change in control, takeover, business combination, control-share acquisition or similar transaction involving a domestic merging, acquired, converting or domesticating corporation unless (1) the transaction satisfies any requirements of such provision, provided the corporation does not survive the transaction, or (2) the approval of the plan is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under such provision, provided the corporation survives the transaction.
(P.A. 11-241, S. 2.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-602. - Required notice or approval.

(a) A domestic or foreign entity that is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger shall give such notice or obtain such approval in order to be a party to an interest exchange, conversion or domestication.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted or devised, unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law concerning nondiversion of charitable assets, the entity obtains an appropriate order of the Attorney General specifying the disposition of the property.
(P.A. 11-241, S. 3.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-603. - Status of filings.

A filing under this chapter signed by a domestic entity shall become part of the public organic document of the entity, provided the organic law of the entity provides that similar filings under such law become part of the public organic document of the entity.
(P.A. 11-241, S. 4.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-604. - Nonexclusivity.

The fact that a transaction under this chapter produces a certain result shall not preclude the same result from being accomplished in any other manner permitted by law.
(P.A. 11-241, S. 5.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-605. - Reference to external facts.

A plan may refer to facts ascertainable outside of 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. 11-241, S. 6.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-606. - Alternative means of approval of transactions.

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of such entity's interest holders shall satisfy the requirements of this chapter for approval of the transaction.
(P.A. 11-241, S. 7.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-607. - Appraisal rights.

(a) An interest holder of a domestic merging, acquired, converting or domesticating corporation shall be entitled to appraisal rights in connection with the transaction, provided the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless (1) the organic law permits the organic rules to limit the availability of appraisal rights, and (2) the organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting or domesticating entity shall be entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided (1) in the entity's organic rules; (2) in the plan; or (3) in the case of a business corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, sections 33-855 to 33-868, inclusive, shall apply to the extent practicable or as otherwise provided in the entity's organic rules or the plan.
(P.A. 11-241, S. 8.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-608. - Excluded entities and transactions.

(a) The following entities shall not participate in a transaction under this chapter:
(1) A business corporation formed under special act;
(2) Cooperative associations formed under chapter 595;
(3) Cooperative marketing corporations formed under chapter 596;
(4) Electric cooperative corporations formed under chapter 597;
(5) Worker cooperative corporations formed under chapter 599a;
(6) Insurance companies, health care centers and other corporations formed under chapters 697 and 698;
(7) Health care centers, related service groups, hospital service corporations, medical service corporations and other corporations formed under chapter 698a;
(8) Prepaid legal service corporations formed under chapter 698b;
(9) Risk retention groups formed and organized under chapter 698;
(10) Fraternal benefit societies formed under chapter 700d;
(11) Banks, related organizations and other corporations formed under chapters 664, 664b and 666;
(12) Credit unions formed under chapter 667;
(13) Public service companies formed under chapter 277;
(14) Title insurance companies formed under chapter 700a;
(15) Out-of-state banks formed under chapter 666;
(16) Nondepository institutions formed under chapter 668;
(17) Nonprofit or not-for-profit corporations;
(18) Religious corporations and societies formed under chapter 598;
(19) Nonstock corporations formed under chapter 602;
(20) Unincorporated nonprofit associations;
(21) Cooperatives;
(22) A business trust or statutory trust entity; and
(23) Any entity described in subparagraph (B), (F), (G), (H) or (I) of subdivision (12) of section 34-600.
(b) This chapter shall not be used to effect a transaction that (1) involves any entity referenced in subsection (a) of this section, (2) is a conversion, merger, consolidation, interest exchange, division or any other transaction governed by this chapter between or among entities of the same type, or (3) is a conversion, merger, consolidation, interest exchange, division or other transaction governed by sections 34-600 to 34-646, inclusive, involving a domestic entity organized to render professional services unless the transaction involves another domestic entity organized to render the same professional service, except as otherwise permitted by the laws of this state.
(P.A. 11-241, S. 9; P.A. 12-32, S. 3.)
History: P.A. 11-241 effective January 1, 2014; P.A. 12-32 amended Subsec. (b) to add Subdiv. (3) re transactions involving a domestic entity organized to render professional services, effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-611. - Merger authorized.

(a) Except as provided in subsection (c) of this section, by complying with this part, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and (2) two or more foreign entities may merge into a domestic entity.
(b) Except as provided in subsection (c) of this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger, provided the merger is authorized by the law of the foreign entity's jurisdiction of organization.
(c) The provisions of this part shall not apply to a transaction involving:
(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to chapter 601;
(2) A merger between any two or more domestic limited partnerships or one or more domestic limited partnerships and one or more foreign limited partnerships pursuant to chapter 610;
(3) A merger between two or more partnerships or limited liability partnerships pursuant to chapter 614;
(4) A merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to chapter 613; or
(5) A merger involving any entity referenced in section 34-608.
(P.A. 11-241, S. 10.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-612. - Plan of merger.

(a) A domestic entity may become a party to a merger under this part by approving a plan of merger. Such plan shall be in a record and contain:
(1) As to each merging entity, the entity's name, jurisdiction of organization and type;
(2) If the surviving entity is to be created in the merger, a statement to that effect and such entity's name, jurisdiction of organization and type;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination thereof;
(4) If the surviving entity exists before the merger, any proposed amendments to such entity's public organic document or to such entity's private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger, such entity's proposed public organic document, if any, and the full text of such entity's private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.
(b) A plan of merger may contain any other provision not prohibited by law.
(P.A. 11-241, S. 11.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-613. - Approval of plan of merger.

(a) A plan of merger is not effective unless it has been approved:
(1) By a domestic merging entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or (B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic merging entity that shall have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of such entity's interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.
(b) A merger involving a foreign merging entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(P.A. 11-241, S. 12.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-614. - Amendment or abandonment of plan of merger.

(a) A plan of merger of a domestic merging 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 merger 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 the interest holders of any party to the plan; (B) the public organic document or private organic rules of the surviving entity that shall be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving 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 merger has been approved by a domestic merging entity and before a statement of merger 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 merger is abandoned after a statement of merger has been filed with the Secretary of the State but before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, shall be filed with the Secretary of the State before the statement of merger becomes effective. The statement of abandonment shall take effect upon its filing, and the merger shall be deemed abandoned and shall not become effective. The statement of abandonment shall contain (1) the name of each merging or surviving entity that is a domestic entity or a qualified foreign entity; (2) the date on which the statement of merger was filed; and (3) a statement that the merger has been abandoned in accordance with this section.
(P.A. 11-241, S. 13.)
History: P.A. 11-241 effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 616 - Entity Transactions › Section 34-615. - Certificate of merger; effective date.

(a) A certificate of merger shall be signed on behalf of each merging entity and filed with the Secretary of the State.
(b) A certificate of merger shall contain:
(1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity;
(2) The name, jurisdiction of organization and type of the surviving entity;
(3) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective, which shall not be later than ninety days after the date of filing;
(4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;
(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the plan of merger;
(6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;
(7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its certificate of limited liability partnership, as an attachment; and
(8) If the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the Secretary of the State may send any process served on the Secretary of the State pursuant to subsection (e) of section 34-616.
(c) In addition to the requirements of subsection (b) of this section, a certificate of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic document, if any, shall satisfy the requirements of the law of this state, except it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) A certificate of merger becomes effective upon the date and time of its filing or the date and time specified in the certificate of merger.
(P.A. 11-241, S. 14.)
History: P.A. 11-241 effective January 1, 2014.