Title 34 — Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Sec. 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 perso…

Sec. 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, …

Sec. 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 Octob…

Sec. 34-521. Merger or consolidation. (a) Pursuant to an agreement of merger or consolidation, a statutory trust may merge or consolidate with or into one or more statutory trusts or other business entities formed, organized or existing under the laws of this or any other state, …

Sec. 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 br…

Sec. 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…

Sec. 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 …

Secs. 34-525 to 34-529. Reserved for future use.

Sec. 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 r…

Sec. 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 …

Sec. 34-532. Appointment of agent for service of process. (a) Each foreign statutory trust shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the forei…

Sec. 34-533. Service of process on statutory agent. (a) Any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a foreign statutory trust authorized to transact business in this state which is subject to the provisi…

Sec. 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 t…

Sec. 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 …

Sec. 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…

Sec. 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 statu…

Sec. 34-538. Revocation of certificate of registration. (a) The certificate of registration of a foreign statutory trust to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) A wilful misrepresentati…

Sec. 34-539. Transaction of business without registration. (a) A foreign statutory trust transacting business in this state may not maintain an action, suit or proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign statutory trust …

Sec. 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 acquir…

Sec. 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 Octo…

Secs. 34-542 to 34-544. Reserved for future use.

Sec. 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. 96-2…

Sec. 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 t…

Sec. 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 pr…

Secs. 34-548 to 34-599. Reserved for future use.

Sec. 34-600. Definitions. As used in this chapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series o…

Sec. 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 re…

Sec. 34-602. Required notice or approval. Restriction re property held for charitable purpose. (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 …

Sec. 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 o…

Sec. 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.

Sec. 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 p…

Sec. 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 req…

Sec. 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…

Sec. 34-608. Excluded entities and transactions. (a) The following entities shall not participate in a transaction under this chapter: (1) Insurance companies, health care centers and other corporations formed under chapters 697 and 698; (2) Health care centers, related service g…

Secs. 34-609 and 34-610. Reserved for future use. PART II MERGER

Sec. 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 foreig…

Sec. 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 survivi…

Sec. 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 …

Sec. 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 o…

Sec. 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 mergi…

Sec. 34-616. Effect of merger. (a) When a merger becomes effective: (1) The surviving entity shall continue to exist or come into existence; (2) Each merging entity that is not the surviving entity shall cease to exist; (3) All property of each merging entity shall vest in the su…

Secs. 34-617 to 34-620. Reserved for future use. PART III INTEREST EXCHANGE

Sec. 34-621. Interest exchange authorized. (a) Except as otherwise provided in this section, by complying with this part, (1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securitie…

Sec. 34-622. Plan of interest exchange. (a) A domestic entity may be the acquired entity in an interest exchange by approving a plan of interest exchange. The plan shall be in a record and contain: (1) The name and type of the acquired entity; (2) The name, jurisdiction of organi…

Sec. 34-623. Approval of interest exchange. (a) A plan of interest exchange shall not be effective unless it has been approved: (1) By a domestic acquired entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an exchange of i…

Sec. 34-624. Amendment or abandonment of plan of interest exchange. (a) A plan of interest exchange of a domestic acquired 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; o…

Sec. 34-625. Certificate of interest exchange; effective date. (a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the Secretary of the State. (b) A certificate of interest exchange shall contain: (1) The name and type of …

Sec. 34-626. Effect of interest exchange. (a) When an interest exchange becomes effective: (1) The interests in the acquired entity that are the subject of the interest exchange shall cease to exist or shall be converted or exchanged, and the interest holders of those interests s…

Secs. 34-627 to 34-630. Reserved for future use. PART IV CONVERSION

Sec. 34-631. Conversion authorized. (a) Except as otherwise provided in this section, by complying with this chapter, a domestic entity may become (1) a domestic entity of a different type; or (2) a foreign entity of a different type, provided the conversion is authorized by the …