Terms Used In Connecticut General Statutes > Chapter 616 - Entity Transactions

• Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Connecticut General Statutes 34-600
• Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Connecticut General Statutes 34-600
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• 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
• Appraisal: A determination of property value.
• Approve: means , in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to (A) propose a transaction subject to this chapter. See Connecticut General Statutes 34-600
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• banks: shall include all incorporated banks. See Connecticut General Statutes 1-1
• Business corporation: means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a. See Connecticut General Statutes 34-600
• 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.
• Conversion: means a transaction authorized by part IV of this chapter. See Connecticut General Statutes 34-600
• Converted entity: means the converting entity as it continues in existence after a conversion. See Connecticut General Statutes 34-600
• Converting entity: means the domestic entity that approves a plan of conversion pursuant to §. See Connecticut General Statutes 34-600
• 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.
• Decedent: A deceased person.
• Domesticated entity: means the domesticating entity as it continues in existence after a domestication. See Connecticut General Statutes 34-600
• Domesticating entity: means the domestic entity that approves a plan of domestication pursuant to §. See Connecticut General Statutes 34-600
• Domestication: means a transaction authorized by part V of this chapter. See Connecticut General Statutes 34-600
• Filing entity: means an entity that is created by the filing of a public organic document. See Connecticut General Statutes 34-600
• Foreign entity: means an entity other than a domestic entity. See Connecticut General Statutes 34-600
• Governance interest: means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to (A) receive or demand access to information concerning, or the books and records of, the entity. See Connecticut General Statutes 34-600
• Governor: means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Connecticut General Statutes 34-600
• Inter vivos: Transfer of property from one living person to another living person.
• Interest exchange: means a transaction authorized by part III of this chapter. See Connecticut General Statutes 34-600
• Interest holder: means a direct holder of an interest. See Connecticut General Statutes 34-600
• Interest holder liability: means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder, or (ii) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity. See Connecticut General Statutes 34-600
• 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.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Liability: means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent. See Connecticut General Statutes 34-600
• Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
• Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Connecticut General Statutes 34-600
• Nonprofit corporation: means a corporation whose internal affairs are governed by chapter 602. See Connecticut General Statutes 34-600
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organic law: means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity. See Connecticut General Statutes 34-600
• Organic rules: means the public organic document and private organic rules of an entity. See Connecticut General Statutes 34-600
• 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.
• Person: means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity. See Connecticut General Statutes 34-600
• Plan: means a plan of merger, interest exchange, conversion or domestication. See Connecticut General Statutes 34-600
• Private organic rules: means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any. See Connecticut General Statutes 34-600
• Protected agreement: means (A) a record evidencing indebtedness and any related agreement in effect on or after January 1, 2014. See Connecticut General Statutes 34-600
• Public organic document: means the public record, the filing of which creates an entity and any amendment to or restatement of such record. See Connecticut General Statutes 34-600
• Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Record: 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. See Connecticut General Statutes 34-600
• Service of process: The service of writs or summonses to the appropriate party.
• signature: includes any manual, facsimile, conformed or electronic signature. See Connecticut General Statutes 34-600
• Surviving entity: means the entity that continues in existence after a merger or that is created by a merger. See Connecticut General Statutes 34-600
• Transferable interest: means the right under an entity's organic law to receive distributions from the entity. See Connecticut General Statutes 34-600