Connecticut § 33-814 - Definitions.

§ 33-814. Definitions.

Sec. 33-814. Definitions. As used in this section and sections 33-815 to 33-821a, inclusive:

(1) “Acquired corporation” means the domestic or foreign corporation that will have all of one or more classes or series of its shares acquired in a share exchange.

(2) “Acquiring corporation” means the domestic or foreign corporation that will acquire all of one or more classes or series of shares of the acquired corporation in a share exchange.

(3) “Interests” means the proprietary interests in an other entity.

(4) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.

(5) “Other entity” means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, a partnership, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

(6) “Party to a merger” means any domestic or foreign corporation or other entity that will merge under a plan of merger.

(7) “Party to a share exchange” means any domestic or foreign corporation or other entity that will: (A) Acquire shares or interests of another corporation or an other entity in a share exchange; or (B) have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.

(8) “Survivor” means, in a merger, the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

(P.A. 03-18, S. 17; P.A. 17-108, S. 22.)

History: P.A. 03-18 effective July 1, 2003; P.A. 17-108 added new Subdivs. (1) and (2) defining “acquired corporation” and “acquiring corporation”, respectively, redesignated existing Subdiv. (1) as Subdiv. (3), deleted former Subdiv. (2) defining “merger”, redesignated existing Subdivs. (3) to (6) as Subdivs. (4) to (7) and deleted former Subdiv. (7) defining “share exchange”.