Connecticut General Statutes 34-243a – Definitions
As used in sections 34-243 to 34-283d, inclusive:
Terms Used In Connecticut General Statutes 34-243a
- another: may extend and be applied to communities, companies, corporations, public or private, limited liability companies, societies and associations. See Connecticut General Statutes 1-1
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- Statute: A law passed by a legislature.
(1) “Certificate of organization” means the certificate required by § 34-247, and includes the certificate as amended or restated.
(2) “Connecticut Entity Transactions Act” means chapter 616.
(3) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 34-255a which is provided by a person to a limited liability company to become a member or in the person’s capacity as a member.
(4) “Debtor in bankruptcy” means a person that is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.
(5) “Disinterested individual” means an individual, including a disinterested member, who, at the time action is to be taken under § 34-271d, does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest.
(6) “Disinterested member” means a member who, at the time action is to be taken under:
(A) Subsection (b) or (d) of § 34-255g, (i) is not a party to the proceeding, (ii) is not a member who sought approval for a member’s conflicting interest transaction under subsection (f) of § 34-255h or a disclaimer of the limited liability company’s interest in a business opportunity under subsection (b) of § 34-255h, which approval or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a party or member described in clause (i) or (ii) of this subparagraph;
(B) Subsection (f) of § 34-255h, is not a member (i) as to whom the transaction is a member’s conflicting interest transaction, or (ii) who has a material relationship with another member as to whom the transaction is a member’s conflicting interest transaction; or
(C) Subsection (b) of § 34-255h, would be a disinterested member under subparagraph (B) of this subdivision if the business opportunity were a member’s conflicting interest transaction.
(7) “Disinterested person” means a person, including a disinterested member, who, at the time action is to be taken under subparagraph (A) of subdivision (1) of subsection (d) of § 34-243d, does not have (A) a material interest in the outcome of the action, or (B) a material relationship with a person who has such an interest.
(8) “Distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member. “Distribution”: (A) Includes (i) a redemption or other purchase by a limited liability company of a transferable interest; and (ii) a transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the company’s activities and affairs or to have access to records or other information concerning the company’s activities and affairs; and (B) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(9) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state.
(10) “Governing jurisdiction” means the jurisdiction whose law governs the internal affairs of an entity.
(11) “Jurisdiction”, when used to refer to a political entity, means the United States, a state, a foreign county or a political subdivision of a foreign country.
(12) “Limited liability company”, except in the phrase “foreign limited liability company” and when used in sections 34-279 to 34-279i, inclusive, means an entity formed under sections 34-243 to 34-283d, inclusive, or which becomes subject to said sections under the Connecticut Entity Transactions Act, or § 34-243i or 34-279h.
(13) “Majority in interest of the members” means the members owning more than fifty per cent of the transferable interests of the limited liability company, excluding any transferable interests not owned by the members; except that if it is not possible to determine which members own more than fifty per cent of the transferable interests based on the operating agreement of the limited liability company, then majority in interest of the members means the members who would receive more than fifty per cent of the distributions with respect to the dissolution of the limited liability company at the time of the vote if there would be such distributions, or if there would not be such distributions, the “majority in interest of the members” means the members who at the time of the vote contributed more than fifty per cent of the unreturned capital contributions made to the limited liability company since the date of formation of the limited liability company.
(14) “Manager” means a person that, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions set forth in subsection (c) of § 34-255f, regardless of the title used to describe such person.
(15) “Manager-managed limited liability company” means a limited liability company that qualifies under subsection (a) of § 34-255f.
(16) “Material relationship” means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the person’s judgment when participating in the action to be taken.
(17) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the limited liability company or the members generally, that would reasonably be expected to impair the objectivity of the person’s judgment when participating in the action to be taken.
(18) “Member” means a person that: (A) Has become a member of a limited liability company under § 34-255 or was a member in a company when the company became subject to sections 34-243 to 34-283d, inclusive, under § 34-243i; and (B) has not dissociated under § 34-263a.
(19) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
(20) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection (a) of § 34-243d. “Operating agreement” includes the agreement as amended or restated.
(21) “Organizer” means a person that acts under § 34-247 to form a limited liability company.
(22) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, foreign limited liability company, cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other domestic or foreign legal or commercial entity.
(23) “Principal office” means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.
(24) “Professional service” means any type of service to the public that requires members of a profession rendering such service to obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, naturopaths, chiropractors, physicians and surgeons, physician assistants, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.
(25) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(26) “Record”, when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(27) “Registered agent” means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company.
(28) “Registered foreign limited liability company” means a foreign limited liability company that is registered to do business in this state pursuant to a certificate of registration filed by the Secretary of the State.
(29) “Sign” means, with the present intent to authenticate or adopt a record: (A) To execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound or process.
(30) “State”, when used as a noun, means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(31) “Transfer” includes: (A) An assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law.
(32) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. “Transferable interest” applies to any fraction of the interest, by whomever owned.
(33) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. “Transferee” includes a person that owns a transferable interest under subdivision (3) of subsection (a) of § 34-263b.
(34) “Two-thirds in interest of the members” means the members owning at least two-thirds of the transferable interests of the limited liability company, excluding any transferable interests not owned by the members; except that if it is not possible to determine which members own at least two-thirds of the transferable interests based on the operating agreement of the limited liability company, two-thirds in interest of the members means the members who would receive at least two-thirds of the distributions with respect to the dissolution of the limited liability company at the time of the vote if there would be such distributions, or if there would not be such distributions, two-thirds in interest of the members means the members who at the time of the vote contributed at least two-thirds of the unreturned capital contributions made to the limited liability company since the date of formation of the limited liability company.