Title 34 — Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
9 chapters · 412 sections in this title.
Conn. Gen. Stat. § 34-271b Derivative action. Proper plaintiff.
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Sec. 34-271b. Derivative action. Proper plaintiff. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurr…
Conn. Gen. Stat. § 34-271c Derivative action. Pleading.
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Sec. 34-271c. Derivative action. Pleading. In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the response by the managers or other members to the demand; or (2) why the demand should be excused as futile. (P.A.…
Conn. Gen. Stat. § 34-271d Derivative action. Special litigation committee.
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Sec. 34-271d. Derivative action. Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whet…
Conn. Gen. Stat. § 34-271e Derivative action. Proceeds and expenses.
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Sec. 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 plain…
Conn. Gen. Stat. §§ 34-272 to 34-274 34-272 to 34-274
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Secs. 34-272 to 34-274. Reserved for future use. PART IX FOREIGN LIMITED LIABILITY COMPANIES
Conn. Gen. Stat. § 34-275 Governing law.
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Sec. 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…
Conn. Gen. Stat. § 34-275a Registration to transact business in this state.
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Sec. 34-275a. Registration to transact business in this state. (a) A foreign limited liability company may not transact business in this state until it registers with the Secretary of the State under sections 34-275 to 34-275i, inclusive. (b) A foreign limited liability company t…
Conn. Gen. Stat. § 34-275b Foreign registration certificate.
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Sec. 34-275b. Foreign registration certificate. (a) 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…
Conn. Gen. Stat. § 34-275c Amendment of foreign registration certificate.
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Sec. 34-275c. Amendment of foreign registration certificate. (a) 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)…
Conn. Gen. Stat. § 34-275d Activities not constituting transacting business in this state.
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Sec. 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, mediati…
Conn. Gen. Stat. § 34-275e Noncomplying name of foreign limited liability company.
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Sec. 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…
Conn. Gen. Stat. § 34-275f Transfer of registration.
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Sec. 34-275f. Transfer of registration. (a) When a registered foreign limited liability company has merged into a foreign limited liability company that is not registered to transact business in this state, the nonregistered foreign limited liability company shall deliver to the …
Conn. Gen. Stat. § 34-275g Revocation of foreign registration certificate.
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Sec. 34-275g. Revocation of foreign registration certificate. (a) The foreign registration certificate of a foreign limited liability company to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The…
Conn. Gen. Stat. § 34-275h Withdrawal of registration of registered foreign limited liability company.
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Sec. 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 certi…
Conn. Gen. Stat. § 34-275i Action by Attorney General.
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Sec. 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 Ju…
Conn. Gen. Stat. §§ 34-276 to 34-278 34-276 to 34-278
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Secs. 34-276 to 34-278. Reserved for future use. PART X MERGER AND INTEREST EXCHANGE
Conn. Gen. Stat. § 34-279 Definitions.
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Sec. 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 companie…
Conn. Gen. Stat. § 34-279a Applicability of other statutes.
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Sec. 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 pr…
Conn. Gen. Stat. § 34-279b Required notice or approval.
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Sec. 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 t…
Conn. Gen. Stat. § 34-279c Status of filings.
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Sec. 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.
Conn. Gen. Stat. § 34-279d Nonexclusivity.
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Sec. 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 p…
Conn. Gen. Stat. § 34-279e Plan reference to external facts.
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Sec. 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 …
Conn. Gen. Stat. § 34-279f Applicability of appraisal rights.
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Sec. 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 sect…
Conn. Gen. Stat. § 34-279g Excluded entities and transactions.
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Sec. 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 pr…
Conn. Gen. Stat. § 34-279h Merger authorized.
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Sec. 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 …
Conn. Gen. Stat. § 34-279i Action on plan of merging limited liability company.
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Sec. 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 limit…
Conn. Gen. Stat. § 34-279j Filings required for merger. Effective date.
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Sec. 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 c…
Conn. Gen. Stat. § 34-279k Effect of merger.
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Sec. 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 en…
Conn. Gen. Stat. § 34-279l Interest exchange authorized.
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Sec. 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 com…
Conn. Gen. Stat. § 34-279m Plan of interest exchange.
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Sec. 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…
Conn. Gen. Stat. § 34-279n Approval of interest exchange.
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Sec. 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 membe…
Conn. Gen. Stat. § 34-279o Amendment or abandonment of plan of interest exchange.
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Sec. 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 p…
Conn. Gen. Stat. § 34-279p Certificate of interest exchange. Effective date of interest exchange.
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Sec. 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 …
Conn. Gen. Stat. § 34-279q Effect of interest exchange.
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Sec. 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 ar…
Conn. Gen. Stat. §§ 34-280 to 34-282 34-280 to 34-282
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Secs. 34-280 to 34-282. Reserved for future use. PART XI MISCELLANEOUS PROVISIONS
Conn. Gen. Stat. § 34-283 Uniformity of application and construction.
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Sec. 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 th…
Conn. Gen. Stat. § 34-283a Relation to Electronic Signatures in Global and National Commerce Act.
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Sec. 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 supersed…
Conn. Gen. Stat. § 34-283b Savings clause.
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Sec. 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.
Conn. Gen. Stat. § 34-283c Severability clause.
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Sec. 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 g…
Conn. Gen. Stat. § 34-283d Rules of construction.
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Sec. 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 pr…
Conn. Gen. Stat. §§ 34-284 to 34-289 34-284 to 34-289
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Secs. 34-284 to 34-289. Reserved for future use.
Conn. Gen. Stat. § 34-290 Commercial records database.
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Sec. 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…
Conn. Gen. Stat. §§ 34-291 to 34-299 34-291 to 34-299
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Secs. 34-291 to 34-299. Reserved for future use.
Conn. Gen. Stat. § 34-300 Short title: Uniform Partnership Act.
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Sec. 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.
Conn. Gen. Stat. § 34-301 Definitions.
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Sec. 34-301. Definitions. As used in sections 34-300 to 34-434, inclusive: (1) “Business” includes every trade, occupation and profession. (2) “Debtor in bankruptcy” means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a compar…
Conn. Gen. Stat. § 34-302 Knowledge and notice.
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Sec. 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 p…
Conn. Gen. Stat. § 34-303 Effect of partnership agreement. Nonwaivable provisions.
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Sec. 34-303. Effect of partnership agreement. Nonwaivable provisions. (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partner…
Conn. Gen. Stat. § 34-304 Supplemental principles of law.
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Sec. 34-304. Supplemental principles of law. (a) Unless displaced by particular provisions of sections 34-300 to 34-399, inclusive, the principles of law and equity supplement said sections. (b) If an obligation to pay interest arises under sections 34-300 to 34-399, inclusive, a…
Conn. Gen. Stat. § 34-305 Execution, filing and recording of statements.
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Sec. 34-305. Execution, filing and recording of statements. (a) A statement may be filed in the office of the Secretary of the State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of the State. Either filin…
Conn. Gen. Stat. § 34-306 Law governing internal relations.
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Sec. 34-306. Law governing internal relations. The law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (P.A. 95-341, S. 7, 58.) History: P.A. 95-341 effective July 1, 1997…