Connecticut 2012 Regular Session

Connecticut Senate Bill SB00403 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1	1		General Assembly Substitute Bill No. 403
2		-	February Session, 2012 _____~~SB00403APP~~___~~043012~~____
	2	+	February Session, 2012 _____SB00403JUD___041912____
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4	4		General Assembly
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6	6		Substitute Bill No. 403
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8	8		February Session, 2012
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10		-	_____~~SB00403APP~~___~~043012~~____
	10	+	_____SB00403JUD___041912____
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12	12		AN ACT CONCERNING LOW-PROFIT LIMITED LIABILITY COMPANIES.
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14	14		Be it enacted by the Senate and House of Representatives in General Assembly convened:
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16	16		Section 1. Section 34-101 of the 2012 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2012):
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18	18		As used in sections 34-100 to 34-242, inclusive, unless the context otherwise requires:
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20	20		(1) "Address" means a location as described by the full street number, if any, street, city or town, state or county and not a mailing address such as a post office box.
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22	22		(2) "Articles of organization" means articles filed under section 34-121, and those articles as amended or restated.
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24	24		(3) "Corporation" means a corporation formed under the laws of this state or a foreign corporation.
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26	26		(4) "Court" includes every court having jurisdiction in the case.
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28	28		(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
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30	30		(6) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-100 to 34-242, inclusive.
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32	32		(7) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.
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34	34		(8) "Event of dissociation" means an event that causes a person to cease to be a member, as provided in section 34-180.
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36	36		(9) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.
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38	38		(10) "Foreign limited liability company" means an entity that is: (A) Organized under the laws of a state other than the laws of this state or under the laws of any foreign country; (B) organized under a statute pursuant to which an entity denominated as a limited liability company may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (C) is not required to be registered or organized under any statute of this state other than sections 34-100 to 34-242, inclusive.
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40	40		(11) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.
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42	42		(12) "Limited liability company" or "domestic limited liability company" means an organization having one or more members that is formed under sections 34-100 to 34-242, inclusive.
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44	44		(13) "Limited liability company membership interest" or "interest" or "interest in the limited liability company" means a member's share of the profits and losses of the limited liability company and a member's right to receive distributions of the limited liability company's assets, unless otherwise provided in the operating agreement.
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46	46		(14) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.
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48	48		(15) "Low-profit limited liability company" means a limited liability company that, in its articles of organization, is (A) formed for one or more charitable or educational purposes, as defined in Section 170(c)(2)(B) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time, (B) not operated primarily to produce income or appreciate property, and (C) not operated to accomplish any political or legislative purpose, as defined in Section 170(c)(2)(D) of said Internal Revenue Code.
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50	50		[(15)] (16) "Manager" or "managers" means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with section 34-140.
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52	52		[(16)] (17) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in section 34-179 and who have not disassociated from the limited liability company as provided in section 34-180.
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54	54		[(17)] (18) "Operating agreement" means any agreement, written or oral, as to the conduct of the business and affairs of a limited liability company, which is binding upon all of the members.
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56	56		[(18)] (19) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
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58	58		[(19)] (20) "Organizer" or "organizers" means any member or members or any other person or persons who files or file the articles of organization as provided in section 34-120.
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60	60		[(20)] (21) "Other entity" means any association or legal entity, other than a domestic or foreign limited liability company, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited partnership, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.
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62	62		[(21)] (22) "Party to a consolidation" means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.
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64	64		[(22)] (23) "Party to a merger" means any domestic or foreign limited liability company or other entity that will merge under a plan of merger.
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66	66		[(23)] (24) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.
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68	68		[(24)] (25) "Plan of merger" or "plan of consolidation" means a plan entered into pursuant to section 34-195.
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70	70		[(25)] (26) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, 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.
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72	72		[(26)] (27) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
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74	74		[(27)] (28) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
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76	76		[(28)] (29) "Survivor" means, in a merger or consolidation, the limited liability company or other entity into which one or more other limited liability companies or other entities are merged or consolidated.
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78	78		Sec. 2. Subsection (a) of section 34-102 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2012):
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80	80		(a) The name of each limited liability company as set forth in its articles of organization [must] shall contain the words "Limited Liability Company" or the abbreviations "L.L.C." or "LLC". The name of each low-profit limited liability company as set forth in its articles of organization shall contain the words "Low-profit Limited Liability Company" or the abbreviation "L3C". The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
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82	82		Sec. 3. Section 34-121 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2012):
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84	84		The articles of organization of a limited liability company formed under sections 34-100 to 34-242, inclusive, shall set forth: (1) A name for the limited liability company that satisfies the requirements of section 34-102, as amended by this act; (2) if management of the limited liability company is vested in a manager or managers, a statement to that effect; (3) the nature of the business to be transacted or the purposes to be promoted or carried out, except that it shall be sufficient to state, either alone or with other business or purposes, that the purpose of the limited liability company is to engage in any lawful act or activity for which limited liability companies may be formed under sections 34-100 to 34-242, inclusive, and by such statement all lawful acts and activities shall be within the purposes of the limited liability company, except for express limitations, if any; (4) the principal office address of the limited liability company; (5) an appointment of a statutory agent for service of process as required by section 34-104; [and] (6) whether the limited liability company is a low-profit limited liability company, as defined in section 34-101, as amended by this act; and (7) any other matter the organizer or organizers determine to include.
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89	89		This act shall take effect as follows and shall amend the following sections:
90	90		Section 1 July 1, 2012 34-101
91	91		Sec. 2 July 1, 2012 34-102(a)
92	92		Sec. 3 July 1, 2012 34-121
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94	94		This act shall take effect as follows and shall amend the following sections:
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96	96		Section 1
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98	98		July 1, 2012
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100	100		34-101
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102	102		Sec. 2
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104	104		July 1, 2012
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106	106		34-102(a)
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108	108		Sec. 3
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110	110		July 1, 2012
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112	112		34-121
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116	116		CE Joint Favorable Subst.-LCO
117	117		JUD Joint Favorable
118		-	APP Joint Favorable
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120	119		CE
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122	121		Joint Favorable Subst.-LCO
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124	123		JUD
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126	125		Joint Favorable
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128		-	APP
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130		-	Joint Favorable