General Assembly Raised Bill No. 399
February Session, 2018 LCO No. 365
*00365_______JUD*
Referred to Committee on JUDICIARY
Introduced by:
(JUD)
General Assembly
Raised Bill No. 399
February Session, 2018
LCO No. 365
*00365_______JUD*
Referred to Committee on JUDICIARY
Introduced by:
(JUD)
AN ACT CONCERNING THE UNIFORM PROTECTED SERIES ACT.
Be it enacted by the Senate and House of Representatives in General Assembly convened:
Section 1. (NEW) (Effective October 1, 2018) Sections 1 to 42, inclusive, of this act may be cited as the Uniform Protected Series Act.
Sec. 2. (NEW) (Effective October 1, 2018) As used in sections 1 to 42, inclusive, of this act:
(1) "Asset" means property: (A) In which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights.
(2) "Associated asset" means an asset that meets the requirements of section 15 of this act.
(3) "Associated member" means a member that meets the requirements of section 16 of this act.
(4) "Foreign protected series" means an arrangement, configuration or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under sections 1 to 42, inclusive, of this act. "Foreign protected series" applies whether or not the law under which the foreign company is organized refers to "protected series".
(5) "Foreign series limited liability company" means a foreign limited liability company that has at least one foreign protected series.
(6) "Non-associated asset" means:
(A) An asset of a series limited liability company which is not an associated asset of the company; or
(B) An asset of a protected series of the company which is not an associated asset of the protected series.
(7) "Person" includes a protected series.
(8) "Protected series", except in the phrase "foreign protected series", means a protected series established under section 9 of this act.
(9) "Protected-series manager" means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, sections 1 to 42, inclusive, of this act and chapter 613a of the general statutes.
(10) "Protected-series transferable interest" means a right to receive a distribution from a protected series.
(11) "Protected-series transferee" means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. "Protected-series transferee" includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
(12) "Series limited liability company", except in the phrase "foreign series limited liability company", means a limited liability company that has at least one protected series.
Sec. 3. (NEW) (Effective October 1, 2018) A protected series of a series limited liability company is a person distinct from:
(1) The company, subject to subsection (c) of section 4 of this act, subdivision (1) of section 24 of this act and subsection (d) of section 25 of this act;
(2) Another protected series of the company;
(3) A member of the company, whether or not the member is an associated member of the protected series;
(4) A protected-series transferee of a protected series of the company; and
(5) A transferee of a transferable interest of the company.
Sec. 4. (NEW) (Effective October 1, 2018) (a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
(b) Except as otherwise provided in subsections (c) and (d) of this section, a protected series of a series limited liability company has the same powers and purposes as the company.
(c) A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
(d) A protected series of a series limited liability company may not:
(1) Be a member of the company;
(2) Establish a protected series; or
(3) Except as permitted by law of this state other than sections 1 to 42, inclusive, of this act, have a purpose or power that the law of this state other than sections 1 to 42, inclusive, of this act prohibits a limited liability company from doing or having.
Sec. 5. (NEW) (Effective October 1, 2018) The law of this state governs:
(1) The internal affairs of a protected series of a series limited liability company, including:
(A) Relations among any associated members of the protected series;
(B) Relations among the protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
(C) Relations between any associated member and: (i) The protected-series manager; or (ii) any protected-series transferee;
(D) The rights and duties of a protected-series manager;
(E) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F) Procedures and conditions for becoming an associated member or protected-series transferee;
(2) The relations between a protected series of a series limited liability company and each of the following:
(A) The company;
(B) Another protected series of the company;
(C) A member of the company which is not an associated member of the protected series;
(D) A protected-series manager that is not a protected-series manager of the protected series; and
(E) A protected-series transferee that is not a protected-series transferee of the protected series;
(3) The liability of a person for a debt, obligation or other liability of a protected series of a series limited liability company if the debt, obligation or liability is asserted solely by reason of the person being or acting as:
(A) An associated member, protected-series transferee, or protected-series manager of the protected series;
(B) A member of the company which is not an associated member of the protected series;
(C) A protected-series manager that is not a protected-series manager of the protected series;
(D) A protected-series transferee that is not a protected-series transferee of the protected series;
(E) A manager of the company; or
(F) A transferee of a transferable interest of the company;
(4) The liability of a series limited liability company for a debt, obligation or other liability of a protected series of the company if the debt, obligation or liability is asserted solely by reason of the company:
(A) Having delivered to the Secretary of the State for filing (i) under subsection (b) of section 9 of this act a protected series designation pertaining to the protected series, or (ii) under subsection (d) of section 9 of this act or subsection (c) of section 10 of this act a statement of designation change pertaining to the protected series;
(B) Being or acting as a protected-series manager of the protected series;
(C) Having the protected series be or act as a manager of the company; or
(D) Owning a protected-series transferable interest of the protected series; and
(5) The liability of a protected series of a series limited liability company for a debt, obligation or other liability of the company or of another protected series of the company if the debt, obligation or liability is asserted solely by reason of:
(A) The protected series: (i) Being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or
(B) The company owning a protected-series transferable interest of the protected series.
Sec. 6. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in this section and subject to sections 7 and 8 of this act, the operating agreement of a series limited liability company governs:
(1) The internal affairs of a protected series, including:
(A) Relations among any associated members of the protected series;
(B) Relations among the protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
(C) Relations between any associated member and: (i) The protected-series manager; or (ii) any protected-series transferee;
(D) The rights and duties of a protected-series manager;
(E) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F) Procedures and conditions for becoming an associated member or protected-series transferee;
(2) Relations among the protected series, the company and any other protected series of the company;
(3) Relations between:
(A) The protected series, its protected-series manager, any associated member of the protected series or any protected-series transferee of the protected series; and
(B) A person in the person's capacity as: (i) A member of the company which is not an associated member of the protected series; (ii) a protected-series transferee or protected-series manager of another protected series; or (iii) a transferee of the company.
(b) If any provision of chapter 613a of the general statutes restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under sections 1 to 42, inclusive, of this act in accordance with section 8 of this act.
(c) If law of this state other than sections 1 to 42, inclusive, of this act imposes a prohibition, limitation, requirement, condition, obligation, liability or other restriction on a limited liability company, a member, manager or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than sections 1 to 42, inclusive, of this act, the restriction applies in accordance with section 8 of this act.
(d) Except as otherwise provided in section 7 of this act, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) of this section in a manner permitted by sections 1 to 42, inclusive, of this act, the matter is determined in accordance with the following rules:
(1) To the extent sections 1 to 42, inclusive, of this act address the matter, sections 1 to 42, inclusive, of this act govern.
(2) To the extent sections 1 to 42, inclusive, of this act do not address the matter, chapter 613a of the general statutes governs the matter in accordance with section 8 of this act.
Sec. 7. (NEW) (Effective October 1, 2018) (a) An operating agreement may not vary the effect of:
(1) This section;
(2) Section 3 of this act;
(3) Subsection (a) of section 4 of this act;
(4) Subsection (b) of section 4 of this act to provide a protected series a power beyond the powers chapter 613a of the general statutes provides a limited liability company;
(5) Subsection (c) or (d) of section 4 of this act;
(6) Section 5 of this act;
(7) Section 6 of this act;
(8) Section 8 of this act;
(9) Section 9 of this act, except to vary the manner in which a limited liability company approves establishing a protected series;
(10) Section 10 of this act;
(11) Section 15 of this act;
(12) Section 16 of this act;
(13) Subsection (a) or (b) of section 17 of this act;
(14) Subsection (c) or (f) of section 18 of this act;
(15) Section 20 of this act, except to decrease or eliminate a limitation of liability stated in section 20 of this act;
(16) Section 21 of this act;
(17) Section 22 of this act;
(18) Section 23 of this act;
(19) Subdivisions (1), (4) and (5) of section 24 of this act;
(20) Section 25 of this act, except to designate a different person to manage winding up;
(21) Section 26 of this act;
(22) Sections 27 to 34, inclusive, of this act;
(23) Sections 35 to 38, inclusive, of this act;
(24) Sections 39 to 42, inclusive, of this act, except to vary:
(A) The manner in which a series limited liability company may elect under subdivision (2) of subsection (a) of section 41 of this act to be subject to sections 1 to 42, inclusive, of this act; or
(B) The person that has the right to sign and deliver to the Secretary of the State for filing a record under subdivision (2) of subsection (b) of section 41 of this act; or
(25) A provision of sections 1 to 42, inclusive, of this act pertaining to:
(A) Registered agents; or
(B) The Secretary of the State, including provisions pertaining to records authorized or required to be delivered to the Secretary of the State for filing under sections 1 to 42, inclusive, of this act.
(b) An operating agreement may not unreasonably restrict the duties and rights under section 19 of this act but may impose reasonable restrictions on the availability and use of information obtained under section 19 of this act and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
Sec. 8. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in subsection (b) of this section and section 7 of this act, the following rules apply in applying section 6 of this act, subsections (c) and (f) of section 18 of this act, subparagraph (A) of subdivision (4) of section 24 of this act, subsection (a) of section 25 of this act, and subdivision (2) of section 26 of this act:
(1) A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.
(2) An associated member of the protected series is deemed to be a member of the company deemed to exist under subdivision (1) of this subsection.
(3) A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under subdivision (1) of this subsection.
(4) A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under subdivision (1) of this subsection.
(5) A protected-series manager is deemed to be a manager of the company deemed to exist under subdivision (1) of this subsection.
(6) An asset of the protected series is deemed to be an asset of the company deemed to exist under subdivision (1) of this subsection, whether or not the asset is an associated asset of the protected series.
(7) Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under subdivision (1) of this subsection.
(b) Subsection (a) of this section does not apply if its application would:
(1) Contravene the provisions of section 34-243d of the general statutes; or
(2) Authorize or require the Secretary of the State to:
(A) Accept for filing a type of record that neither sections 1 to 42, inclusive, of this act nor chapter 613a of the general statutes authorizes or requires a person to deliver to the Secretary of the State for filing; or
(B) Make or deliver a record that neither sections 1 to 42, inclusive, of this act nor chapter 613a of the general statutes authorizes or requires the Secretary of the State to make or deliver.
Sec. 9. (NEW) (Effective October 1, 2018) (a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.
(b) To establish a protected series, a limited liability company shall deliver to the Secretary of the State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.
(c) A protected series is established when the protected series designation takes effect under section 34-247f of the general statutes.
(d) To amend a protected series designation, a series limited liability company shall deliver to the Secretary of the State for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under section 34-247f of the general statutes.
Sec. 10. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in subsection (b) of this section, the name of a protected series shall comply with section 34-243k of the general statutes.
(b) The name of a protected series of a series limited liability company shall:
(1) Begin with the name of the company, including any word or abbreviation required by subsection (a) of section 34-243k of the general statutes; and
(2) Contain the phrase "Protected Series" or "protected series" or the abbreviation "P.S." or "PS".
(c) If a series limited liability company changes its name, the company shall deliver to the Secretary of the State for filing a statement of designation change for each of the company's protected series, changing the name of each protected series to comply with this section.
Sec. 11. (NEW) (Effective October 1, 2018) (a) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company.
(b) Before delivering a protected series designation to the Secretary of the State for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series.
(c) A person that signs a protected series designation delivered to the Secretary of the State for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection (b) of this section.
(d) A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the company.
(e) A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected series of the company.
(f) Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand or other record concerning the company and a process, notice, demand or other record concerning a protected series of the company.
Sec. 12. (NEW) (Effective October 1, 2018) (a) A protected series of a series limited liability company may be served with a process, notice, demand or other record required or permitted by law by:
(1) Serving the company;
(2) Serving the registered agent of the protected series; or
(3) Other means authorized by law of this state other than chapter 613a of the general statutes.
(b) Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint.
(c) Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint.
(d) Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint.
(e) Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint.
(f) Notice to a person under subsection (b), (c), (d) or (e) of this section is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify:
(1) The series limited liability company or a protected series of the company; or
(2) The foreign series limited liability company or a foreign protected series of the foreign company.
Sec. 13. (NEW) (Effective October 1, 2018) (a) On request of any person, the Secretary of the State shall issue a certificate of good standing for a protected series of a series limited liability company or a certificate of registration for a foreign protected series if:
(1) In the case of a protected series:
(A) No statement of dissolution, termination or relocation pertaining to the protected series has been filed; and
(B) The company has delivered to the Secretary of the State for filing the most recent annual report required by section 34-247k of the general statutes and the report includes the name of the protected series, unless: (i) When the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or (ii) after the company delivered the report for filing, the company delivered to the Secretary of the State for filing a statement of designation change changing the name of the protected series; or
(2) In the case of a foreign protected series, it is registered to do business in this state.
(b) A certificate issued under subsection (a) shall state:
(1) In the case of a protected series:
(A) The name of the protected series of the series limited liability company and the name of the company;
(B) That the requirements of subsection (a) are met;
(C) The date the protected series designation pertaining to the protected series took effect; and
(D) If a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement;
(2) In the case of a foreign protected series, that it is registered to do business in this state;
(3) That the fees, taxes, interest and penalties owed to this state by the protected series or foreign protected series and collected through the Secretary of the State have been paid, if:
(A) Payment is reflected in the records of the Secretary of the State; and
(B) Nonpayment affects the good standing of the protected series; and
(4) Other facts reflected in the records of the Secretary of the State pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.
(c) Subject to any qualification stated by the Secretary of the State in a certificate issued under subsection (a) of this section, the certificate may be relied on as conclusive evidence of the facts stated in the certificate.
Sec. 14. (NEW) (Effective October 1, 2018) (a) In the annual report required by section 34-247k of the general statutes, a series limited liability company shall include the name of each protected series of the company:
(1) For which the company has previously delivered to the Secretary of the State for filing a protected series designation; and
(2) Which has not dissolved and completed winding up.
(b) A failure by a series limited liability company to comply with subsection (a) of this section with regard to a protected series prevents issuance of a certificate of good standing pertaining to the protected series but does not otherwise affect the protected series.
Sec. 15. (NEW) (Effective October 1, 2018) (a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company.
(b) An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
(1) Identify the asset and distinguish it from any other asset of the protected series, any asset of the company and any asset of any other protected series of the company;
(2) Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
(3) If the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor and the payee.
(c) An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
(1) Identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company;
(2) Determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and
(3) If the company acquired the asset from a protected series of the company, determine any consideration paid, the payor and the payee.
(d) The records and recordkeeping required by subsections (b) and (c) of this section may be organized by specific listing, category, type, quantity or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.
(e) To the extent permitted by this section and law of this state other than sections 1 to 42, inclusive, of this act, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee or similar arrangement, except that:
(1) A protected series may not hold an associated asset in the name of the company or another protected series of the company; and
(2) The company may not hold an associated asset in the name of a protected series of the company.
Sec. 16. (NEW) (Effective October 1, 2018) (a) Only a member of a series limited liability company may be an associated member of a protected series of the company.
(b) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure established by the agreement states:
(1) That the member is an associated member of the protected series;
(2) The date on which the member became an associated member; and
(3) Any protected-series transferable interest the associated member has in connection with becoming or being an associated member.
(c) If a person that is an associated member of a protected series of a series limited liability company is dissociated from the company, the person ceases to be an associated member of the protected series.
Sec. 17. (NEW) (Effective October 1, 2018) (a) A protected-series transferable interest of a protected series of a series limited liability company shall be owned initially by an associated member of the protected series or the company.
(b) If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series.
(c) In addition to acquiring a protected series transferable series interest under subsection (b) of this section, a series limited liability company may acquire a series transferable interest through a transfer from another person or as provided in the operating agreement.
(d) Except for subdivision (3) of subsection (a) of section 8 of this act, a provision of sections 1 to 42, inclusive, of this act that applies to a protected-series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company that applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series.
Sec. 18. (NEW) (Effective October 1, 2018) (a) A protected series may have more than one protected-series manager.
(b) If a protected series has no associated members, the series limited liability company is the protected-series manager.
(c) Section 8 of this act applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to:
(1) The protected series;
(2) Any associated member of the protected series; and
(3) Any protected-series transferee of the protected series.
(d) Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to:
(1) The company;
(2) Another protected series of the company; or
(3) Another person in that person's capacity as:
(A) A member of the company which is not an associated member of the protected series;
(B) A protected-series transferee or protected-series manager of another protected series; or
(C) A transferee of the company.
(e) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
(f) Part VIII of chapter 613a of the general statutes applies to a protected series in accordance with section 8 of this act.
Sec. 19. (NEW) (Effective October 1, 2018) (a) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the company under section 34-255i of the general statutes.
(b) A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the company under section 34-255i of the general statutes.
(c) If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner and under the same conditions that the legal representative of a deceased member of a limited liability company has a right to information concerning the company under section 34-255i of the general statutes.
(d) A protected-series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the company under section 34-255i of the general statutes.
Sec. 20. (NEW) (Effective October 1, 2018) (a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of:
(1) A protected series of a series limited liability company solely by reason of being or acting as: (A) An associated member, series manager or protected-series transferee of the protected series; or (B) a member, manager or transferee of the company; or
(2) A series limited liability company solely by reason of being or acting as an associated member, protected-series manager or protected-series transferee of a protected series of the company.
(b) Subject to section 23 of this act, the following rules apply:
(1) A debt, obligation or other liability of a series limited liability company is solely the debt, obligation or liability of the company.
(2) A debt, obligation or other liability of a protected series is solely the debt, obligation or liability of the protected series.
(3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company:
(A) Being or acting as a protected-series manager of the protected series;
(B) Having the protected series manage the company; or
(C) Owning a protected-series transferable interest of the protected series.
(4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company or another protected series of the company solely by reason of:
(A) Being a protected series of the company;
(B) Being or acting as a manager of the company or a protected-series manager of another protected series of the company; or
(C) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.
Sec. 21. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in subsection (b) of this section, a claim seeking to disregard a limitation in section 20 of this act is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
(b) The failure of a limited liability company or a protected series to observe a formality relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in subsection (a) of section 20 of this act but may be a ground to disregard a limitation in subsection (b) of section 20 of this act.
(c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in section 20 of this act, if:
(1) The claimant is a resident of this state or doing business or registered to do business in this state; or
(2) The claim is to establish or enforce a liability arising under law of this state other than sections 1 to 42, inclusive, of this act or from an act or omission in this state.
Sec. 22. (NEW) (Effective October 1, 2018) Section 34-259b of the general statutes applies to a judgment creditor of:
(1) An associated member or protected-series transferee of a protected series; or
(2) A series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series.
Sec. 23. (NEW) (Effective October 1, 2018) (a) In this section:
(1) "Enforcement date" means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected series by attachment, levy or the like.
(2) Subject to subsection (b) of section 34 of this act, "incurrence date" means the date on which a series limited liability company or protected series incurred the liability giving rise to a claim that a claimant seeks to enforce under this section.
(b) If a claim against a series limited liability company or a protected series of the company has been reduced to judgment, in addition to any other remedy provided by law or equity, the judgment may be enforced in accordance with the following rules:
(1) A judgment against the company may be enforced against an asset of a protected series of the company if the asset: (A) Was a non-associated asset of the protected series on the incurrence date; or (B) is a non-associated asset of the protected series on the enforcement date.
(2) A judgment against a protected series may be enforced against an asset of the company if the asset: (A) Was a non-associated asset of the company on the incurrence date; or (B) is a non-associated asset of the company on the enforcement date.
(3) A judgment against a protected series may be enforced against an asset of another protected series of the company if the asset: (A) Was a non-associated asset of the other protected series on the incurrence date; or (B) is a non-associated asset of the other protected series on the enforcement date.
(c) In addition to any other remedy provided by law or equity, if a claim against a series limited liability company or a protected series has not been reduced to a judgment and law other than sections 1 to 42, inclusive, of this act permits a prejudgment remedy by attachment, levy or the like, the court may apply subsection (b) of this section as a prejudgment remedy.
(d) In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series of the company has the burden of proof on the issue.
(e) This section applies to an asset of a foreign series limited liability company or foreign protected series if:
(1) The asset is real or tangible property located in this state;
(2) The claimant is a resident of this state or doing business or registered to do business in this state, or the claim under section 23 of this act is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising under law of this state other than sections 1 to 42, inclusive, of this act or an act or omission in this state; and
(3) The asset is not identified in the records of the foreign series limited liability company or foreign protected series in a manner comparable to the manner required by section 15 of this act.
Sec. 24. (NEW) (Effective October 1, 2018) A protected series of a series limited liability company is dissolved, and its activities and affairs wound up, only on the:
(1) Dissolution of the company;
(2) Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;
(3) Affirmative vote or consent of all members;
(4) Entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series:
(A) In accordance with section 8 of this act; and
(B) To the same extent, in the same manner and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company; or
(5) Entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.
Sec. 25. (NEW) (Effective October 1, 2018) (a) Subject to subsections (b) and (c) of this section and in accordance with section 8 of this act:
(1) A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under section 34-267a of the general statutes, subject to the same requirements and conditions and with the same effects; and
(2) Judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions and with the same effects that apply under section 34-267a of the general statutes.
(b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of the State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of the State has the same effect as the filing by the Secretary of the State of a certificate of dissolution under section 34-267a of the general statutes.
(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of the State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of the State has the same effect as the filing by the Secretary of the State of a certificate of dissolution under subsection (b) of section 34-267a of the general statutes.
(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.
Sec. 26. (NEW) (Effective October 1, 2018) If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution:
(1) Each protected series of the company ceases winding up; and
(2) Section 34-267b of the general statutes applies to each protected series of the company in accordance with section 8 of this act.
Sec. 27. (NEW) (Effective October 1, 2018) (1) "After a merger" or "after the merger" means when a merger under section 30 of this act becomes effective and afterwards.
(2) "Before a merger" or "before the merger" means before a merger under section 30 of this act becomes effective.
(3) "Continuing protected series" means a protected series of a surviving company which continues in uninterrupted existence after a merger under section 30 of this act.
(4) "Merging company" means a limited liability company that is party to a merger under section 30 of this act.
(5) "Non-surviving company" means a merging company that does not continue in existence after a merger under section 30 of this act.
(6) "Relocated protected series" means a protected series of a non-surviving company which, after a merger under section 30 of this act, continues in uninterrupted existence as a protected series of the surviving company.
(7) "Surviving company" means a merging company that continues in existence after a merger under section 30 of this act.
Sec. 28. (NEW) (Effective October 1, 2018) A protected series may not:
(1) Be an acquiring, acquired, converting, converted, merging or surviving entity;
(2) Participate in a domestication; or
(3) Be a party to or be formed, organized, established or created in a transaction substantially like a merger, interest exchange, conversion or domestication.
Sec. 29. (NEW) (Effective October 1, 2018) A series limited liability company may not be:
(1) An acquiring, acquired, converting, converted, domesticating or domesticated entity; or
(2) Except as otherwise provided in section 30 of this act, a party to or the surviving company of a merger.
Sec. 30. (NEW) (Effective October 1, 2018) A series limited liability company may be party to a merger in accordance with sections 34-279h to 34-279k, inclusive, of the general statutes, this section and sections 31 to 34, inclusive, of this act only if:
(1) Each other party to the merger is a limited liability company; and
(2) The surviving company is not created in the merger.
Sec. 31. (NEW) (Effective October 1, 2018) In a merger under section 30 of this act, the plan of merger shall:
(1) Comply with section 34-279h of the general statutes; and
(2) State in a record:
(A) For any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up and terminated;
(B) For any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up and terminated;
(C) For each relocated protected series or continuing protected series:
(i) The name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor and the name of the payee;
(ii) The name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger;
(iii) Any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and
(iv) If after the merger the protected series will be a relocated protected series, its new name;
(D) For any protected series to be established by the surviving company as a result of the merger:
(i) The name of the protected series;
(ii) Any protected-series transferable interest to be owned by the surviving company when the protected series is established; and
(iii) The name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and
(E) For any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which:
(1) Is or is proposed to be in a record; and
(2) Is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.
Sec. 32. (NEW) (Effective October 1, 2018) In a merger under section 30 of this act, the statement of merger shall:
(1) Comply with the requirements for a certificate of merger under section 34-279j of the general statutes; and
(2) Include as an attachment the following records, each to become effective when the merger becomes effective:
(A) For a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;
(B) For a protected series of a non-surviving company which after the merger will be a relocated protected series:
(i) A statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and
(ii) A statement of protected series designation signed by the surviving company; and
(C) For a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.
Sec. 33. (NEW) (Effective October 1, 2018) When a merger under section 30 of this act becomes effective, in addition to the effects stated in section 34-279k of the general statutes:
(1) As provided in the plan of merger, each protected series of each merging company which was established before the merger:
(A) Is a relocated protected series or continuing protected series; or
(B) Is dissolved, wound up, and terminated;
(2) Any protected series to be established as a result of the merger is established;
(3) Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
(4) All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion or impairment;
(5) All debts, obligations and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations and other liabilities of the protected series;
(6) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers and purposes of a relocated protected series or continuing protected series remain in the protected series;
(7) The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
(8) If provided in the plan of merger:
(A) A person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;
(B) A person becomes an associated member of a protected series established by the surviving company as a result of the merger;
(C) Any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and
(D) Any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and
(9) Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
Sec. 34. (NEW) (Effective October 1, 2018) (a) A creditor's right that existed under section 23 of this act immediately before a merger under section 30 of this act may be enforced after the merger in accordance with the following rules:
(1) A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series or a relocated protected series continues without change after the merger.
(2) A creditor's right that existed immediately before the merger against a non-surviving company:
(A) May be asserted against an asset of the non-surviving company which vested in the surviving company as a result of the merger; and
(B) Does not otherwise change.
(3) Subject to subsection (b) of this section, the following rules apply:
(A) In addition to the remedy stated in subdivision (1) of this subsection, a creditor with a right under section 23 of this act which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against: (i) An asset of the surviving company, other than an asset of the non-surviving company which vested in the surviving company as a result of the merger; (ii) an asset of a continuing protected series; (iii) an asset of a protected series established by the surviving company as a result of the merger; (iv) if the creditor's right was against an asset of the non-surviving company, an asset of a relocated series; or (v) if the creditor's right was against an asset of a relocated protected series, an asset of another relocated protected series.
(B) In addition to the remedy stated in subdivision (2) of this subsection, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:
(i) An asset of a relocated protected series; or
(ii) An asset of a non-surviving company which vested in the surviving company as a result of the merger.
(b) For the purposes of subdivision (3) of subsection (a) of this section and subparagraph (A) of subdivision (1) of subsection (b) of section 23 of this act, subparagraph (A) of subdivision (2) of subsection (b) of section 23 of this act and subparagraph (A) of subdivision (3) of subsection (b) of section 23 of this act, the incurrence date is deemed be the date on which the merger becomes effective.
(c) A merger under section 30 of this act does not affect the manner in which section 23 of this act applies to a liability incurred after the merger.
Sec. 35. (NEW) (Effective October 1, 2018) The law of the jurisdiction of formation of a foreign series limited liability company governs:
(1) The internal affairs of a foreign protected series of the company, including:
(A) Relations among any associated members of the foreign protected series;
(B) Relations between the foreign protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
(C) Relations between any associated member and: (i) The protected-series manager; or (ii) any protected-series transferee;
(D) The rights and duties of a protected-series manager;
(E) Governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and
(F) Procedures and conditions for becoming an associated member or protected-series transferee;
(2) Relations between the foreign protected series and:
(A) The company;
(B) Another foreign protected series of the company;
(C) A member of the company which is not an associated member of the foreign protected series;
(D) A foreign protected-series manager that is not a protected-series manager of the protected series;
(E) A foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and
(F) A transferee of a transferable interest of the company;
(3) Except as otherwise provided in sections 21 and 23 of this act, the liability of a person for a debt, obligation or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation or liability is asserted solely by reason of the person being or acting as:
(A) An associated member, protected-series transferee or protected-series manager of the foreign protected series;
(B) A member of the company which is not an associated member of the foreign protected series;
(C) A protected-series manager of another foreign protected series of the company;
(D) A protected-series transferee of another foreign protected series of the company;
(E) A manager of the company; or
(F) A transferee of a transferable interest of the company; and
(4) Except as otherwise provided in sections 21 and 23 of this act:
(A) The liability of the foreign series limited liability company for a debt, obligation or other liability of a foreign protected series of the company if the debt, obligation or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company: (i) Being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and
(B) The liability of a foreign protected series for a debt, obligation or other liability of the company or another foreign protected series of the company if the debt, obligation or liability is asserted solely by reason of the foreign protected series: (i) Being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as a foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.
Sec. 36. (NEW) (Effective October 1, 2018) In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state:
(1) The activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company; and
(2) The activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.
Sec. 37. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in this section and subject to sections 21 and 23 of this act, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
(b) An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state shall include:
(1) The name and jurisdiction of formation of the foreign series limited liability company; and
(2) If the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of:
(A) Each other foreign protected series of the foreign series limited liability company; and
(B) The foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
(c) The name of a foreign protected series applying for registration or registered to do business in this state shall comply with section 10 of this act and may do so using an alternate name adopted pursuant to section 34-274e of the general statutes, if the name complies with section 10 of this act.
(d) The requirement in section 34-275c of the general statutes to amend a foreign registration certificate to update information applies to the information required by subsection (b) of this section.
Sec. 38. (NEW) (Effective October 1, 2018) (a) Not later than thirty days after becoming a party to a proceeding before a civil, administrative or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state:
(1) A foreign series limited liability company shall disclose to each other party the name and street and mailing address of:
(A) Each foreign protected series of the company; and
(B) Each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and
(2) A foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of:
(A) The company and each manager of the company and an agent for service of process for the company; and
(B) Any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.
(b) If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection (a) of this section is tolled until the tribunal determines whether it has personal jurisdiction.
(c) If a foreign series limited liability company or foreign protected series does not comply with subsection (a) of this section, a party to the proceeding may:
(1) Request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or
(2) Bring a separate proceeding in the court to enforce subsection (a) of this section.
Sec. 39. (NEW) (Effective October 1, 2018) In applying and construing sections 1 to 42, inclusive, of this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Sec. 40. (NEW) (Effective October 1, 2018) The provisions of sections 1 to 42, inclusive, of this act modify, limit and supersede the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 et seq., but do not modify, limit or supersede Section 101(c) of said act, 15 USC 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of said act, 15 USC 7003(b).
Sec. 41. (NEW) (Effective October 1, 2018) (a) Sections 1 to 42, inclusive, of this act govern only:
(1) A series limited liability company formed, or a protected series established, on or after October 1, 2018; and
(2) A limited liability company that is a series limited liability company before October 1, 2018, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to sections 1 to 42, inclusive, of this act.
(b) If a series limited liability company elects under subdivision (2) of subsection (a) of this section to be subject to sections 1 to 42, inclusive, of this act:
(1) The election applies to each protected series of the company, whenever established; and
(2) A manager of the company has the right to sign and deliver to the Secretary of the State for filing any record necessary to comply with sections 1 to 42, inclusive, of this act, whether the record pertains to the company, a protected series of the company, or both.
(c) On and after October 1, 2018, sections 1 to 42, inclusive, of this act govern all series limited liability companies and protected series.
(d) Prior to October 1, 2019, sections 21 and 23 of this act do not apply to a foreign protected series that was established before October 1, 2018, or a foreign limited liability company that became a foreign series limited liability company before October 1, 2018.
Sec. 42. (NEW) (Effective October 1, 2018) The provisions of sections 1 to 42, inclusive, of this act do not affect an action commenced, proceeding brought or right accrued before October 1, 2018.
Sec. 43. Section 34-243a of the 2018 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2018):
As used in sections 34-243 to 34-283d, inclusive, and sections 1 to 42, inclusive, of this act:
(1) "Certificate of organization" means the certificate required by section 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 section 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 section 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 section 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 section 34-255h or a disclaimer of the limited liability company's interest in a business opportunity under subsection (b) of section 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 section 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 section 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 section 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 section 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 section 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 section 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 section 34-255 or was a member in a company when the company became subject to sections 34-243 to 34-283d, inclusive, under section 34-243i; and (B) has not dissociated under section 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 section 34-243d. "Operating agreement" includes the agreement as amended or restated.
(21) "Organizer" means a person that acts under section 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 section 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.
Sec. 44. Section 34-600 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2018):
As used in this chapter and sections 1 to 42, inclusive, of this act:
(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 of interests of the acquired entity in an interest exchange.
(3) "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; (B) adopt and approve the terms and conditions of the transaction; and (C) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
(4) "Business corporation" means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a.
(5) "Conversion" means a transaction authorized by part IV of this chapter.
(6) "Converted entity" means the converting entity as it continues in existence after a conversion.
(7) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 34-633 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.
(8) "Domestic entity", unless the context otherwise requires, means an entity whose internal affairs are governed by the law of this state.
(9) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
(10) "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 34-643 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.
(11) "Domestication" means a transaction authorized by part V of this chapter.
(12) "Entity", unless the context otherwise requires, means (A) a business corporation; (B) a nonprofit corporation; (C) a general partnership, including a limited liability partnership; (D) a limited partnership, including a limited liability limited partnership; (E) a limited liability company; (F) a business trust or statutory trust entity; (G) an unincorporated nonprofit association; (H) a cooperative; or (I) any other person who has a separate legal existence or the power to acquire an interest in real property in his or her own name other than (i) an individual; (ii) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust; (iii) an association or relationship that is not a partnership solely by reason of the law of any other jurisdiction; (iv) a decedent's estate; or (v) a government, a governmental subdivision, agency or instrumentality, or a quasi-governmental instrumentality.
(13) "Filing entity" means an entity that is created by the filing of a public organic document.
(14) "Foreign entity" means an entity other than a domestic entity.
(15) "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; (B) vote for the election of the governors of the entity; or (C) receive notice of or vote on any or all issues involving the internal affairs of the entity.
(16) "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.
(17) "Interest", unless the context otherwise requires, means (A) a governance interest in an unincorporated entity; (B) a transferable interest in an unincorporated entity; or (C) a share or membership in a corporation.
(18) "Interest exchange" means a transaction authorized by part III of this chapter.
(19) "Interest holder" means a direct holder of an interest.
(20) "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; or (B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(21) "Jurisdiction of organization" of an entity means the jurisdiction under which the law includes the organic law of the entity.
(22) "Liability" means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent.
(23) "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.
(24) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(25) "Nonprofit corporation" means a corporation whose internal affairs are governed by chapter 602.
(26) "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.
(27) "Organic rules" means the public organic document and private organic rules of an entity.
(28) "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.
(29) "Plan" means a plan of merger, interest exchange, conversion or domestication.
(30) "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.
(31) "Protected agreement" means (A) a record evidencing indebtedness and any related agreement in effect on or after January 1, 2014; (B) an agreement that is binding on an entity on or after January 1, 2014; (C) the organic rules of an entity in effect on or after January 1, 2014; or (D) an agreement that is binding on any of the governors or interest holders of an entity on or after January 1, 2014.
(32) "Public organic document" means the public record, the filing of which creates an entity and any amendment to or restatement of such record.
(33) "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.
(34) "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.
(35) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
(36) "Surviving entity" means the entity that continues in existence after a merger or that is created by a merger.
(37) "Transferable interest" means the right under an entity's organic law to receive distributions from the entity.
(38) "Type", with regard to an entity, means a generic form of entity (A) recognized at common law, or (B) organized under an organic law, whether or not an entity organized under such organic law is subject to the provisions of such organic law creating different categories of the form of entity.
Sec. 45. Section 34-275 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2018):
(a) The law of the governing jurisdiction of a foreign limited liability company governs: (1) The internal affairs of the company; (2) subject to sections 21 and 23 of this act, the liability of a member as member and a manager as manager for a debt, obligation or other liability of the company; and (3) subject to sections 21 and 23 of this act, the liability of a series of the company.
(b) A foreign limited liability company is not precluded from registering to transact business in this state because of any difference between the law of the governing jurisdiction and the law of this state.
(c) Registration of a foreign limited liability company to transact business in this state does not authorize the foreign company to engage in any activities or affairs or exercise any power in this state that a limited liability company may not engage in or exercise in this state.
This act shall take effect as follows and shall amend the following sections:
Section 1 October 1, 2018 New section
Sec. 2 October 1, 2018 New section
Sec. 3 October 1, 2018 New section
Sec. 4 October 1, 2018 New section
Sec. 5 October 1, 2018 New section
Sec. 6 October 1, 2018 New section
Sec. 7 October 1, 2018 New section
Sec. 8 October 1, 2018 New section
Sec. 9 October 1, 2018 New section
Sec. 10 October 1, 2018 New section
Sec. 11 October 1, 2018 New section
Sec. 12 October 1, 2018 New section
Sec. 13 October 1, 2018 New section
Sec. 14 October 1, 2018 New section
Sec. 15 October 1, 2018 New section
Sec. 16 October 1, 2018 New section
Sec. 17 October 1, 2018 New section
Sec. 18 October 1, 2018 New section
Sec. 19 October 1, 2018 New section
Sec. 20 October 1, 2018 New section
Sec. 21 October 1, 2018 New section
Sec. 22 October 1, 2018 New section
Sec. 23 October 1, 2018 New section
Sec. 24 October 1, 2018 New section
Sec. 25 October 1, 2018 New section
Sec. 26 October 1, 2018 New section
Sec. 27 October 1, 2018 New section
Sec. 28 October 1, 2018 New section
Sec. 29 October 1, 2018 New section
Sec. 30 October 1, 2018 New section
Sec. 31 October 1, 2018 New section
Sec. 32 October 1, 2018 New section
Sec. 33 October 1, 2018 New section
Sec. 34 October 1, 2018 New section
Sec. 35 October 1, 2018 New section
Sec. 36 October 1, 2018 New section
Sec. 37 October 1, 2018 New section
Sec. 38 October 1, 2018 New section
Sec. 39 October 1, 2018 New section
Sec. 40 October 1, 2018 New section
Sec. 41 October 1, 2018 New section
Sec. 42 October 1, 2018 New section
Sec. 43 October 1, 2018 34-243a
Sec. 44 October 1, 2018 34-600
Sec. 45 October 1, 2018 34-275
This act shall take effect as follows and shall amend the following sections:
Section 1
October 1, 2018
New section
Sec. 2
October 1, 2018
New section
Sec. 3
October 1, 2018
New section
Sec. 4
October 1, 2018
New section
Sec. 5
October 1, 2018
New section
Sec. 6
October 1, 2018
New section
Sec. 7
October 1, 2018
New section
Sec. 8
October 1, 2018
New section
Sec. 9
October 1, 2018
New section
Sec. 10
October 1, 2018
New section
Sec. 11
October 1, 2018
New section
Sec. 12
October 1, 2018
New section
Sec. 13
October 1, 2018
New section
Sec. 14
October 1, 2018
New section
Sec. 15
October 1, 2018
New section
Sec. 16
October 1, 2018
New section
Sec. 17
October 1, 2018
New section
Sec. 18
October 1, 2018
New section
Sec. 19
October 1, 2018
New section
Sec. 20
October 1, 2018
New section
Sec. 21
October 1, 2018
New section
Sec. 22
October 1, 2018
New section
Sec. 23
October 1, 2018
New section
Sec. 24
October 1, 2018
New section
Sec. 25
October 1, 2018
New section
Sec. 26
October 1, 2018
New section
Sec. 27
October 1, 2018
New section
Sec. 28
October 1, 2018
New section
Sec. 29
October 1, 2018
New section
Sec. 30
October 1, 2018
New section
Sec. 31
October 1, 2018
New section
Sec. 32
October 1, 2018
New section
Sec. 33
October 1, 2018
New section
Sec. 34
October 1, 2018
New section
Sec. 35
October 1, 2018
New section
Sec. 36
October 1, 2018
New section
Sec. 37
October 1, 2018
New section
Sec. 38
October 1, 2018
New section
Sec. 39
October 1, 2018
New section
Sec. 40
October 1, 2018
New section
Sec. 41
October 1, 2018
New section
Sec. 42
October 1, 2018
New section
Sec. 43
October 1, 2018
34-243a
Sec. 44
October 1, 2018
34-600
Sec. 45
October 1, 2018
34-275
Statement of Purpose:
To adopt the Uniform Protected Series Act.
[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]