Substitute Senate Bill No. 1152

Public Act No. 99-25

An Act Concerning the Formation of Limited Liability Companies and Professional Corporations.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 33-182a of the general statutes is repealed and the following is substituted in lieu thereof:

As used in this chapter the following words shall have the meaning indicated:

(1) "Professional service" means any type of service to the public which 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, osteopaths, 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, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors and licensed clinical social workers.

(2) "Professional corporation" means (A) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render the same professional service as the corporation, (B) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services rendered by members of two or more of the following professions: Psychology, marital and family therapy, social work, nursing, professional counseling and psychiatry and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, or (C) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by physicians specializing in ophthalmology and optometrists and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated.

(3) "Shareholder" means the holder of any shares of the capital stock of a professional corporation. The shareholders of a professional corporation may be designated as "members" in its certificate of incorporation, bylaws and other corporate documents and may be referred to, for all purposes, as "members", whether or not so designated; and, the term "shareholder" or "shareholders", when used in the general statutes in reference to the shareholders of a professional corporation, shall include such "members".

Sec. 2. Section 34-101 of the general statutes is repealed and the following is substituted in lieu thereof:

As used in sections 34-100 to 34-242, inclusive, unless the context otherwise requires:

(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.

(2) "Articles of organization" means articles filed under section 34-121, and those articles as amended or restated.

(3) "Corporation" means a corporation formed under the laws of this state or a foreign corporation.

(4) "Court" includes every court having jurisdiction in the case.

(5) "Event of dissociation" means an event that causes a person to cease to be a member, as provided in section 34-180.

(6) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

(7) "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.

(8) "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.

(9) "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.

(10) "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.

(11) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.

(12) "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.

(13) "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 has not disassociated from the limited liability company as provided in section 34-180.

(14) "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.

(15) "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.

(16) "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.

(17) "Professional service" means any type of service to the public which 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, osteopaths, 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, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors and licensed clinical social workers.

(18) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

Approved May 12, 1999

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