Table of Contents
Sec. 34-100. Short title: Connecticut Limited Liability Company Act.
Sec. 34-101. Definitions.
Sec. 34-102. Name.
Sec. 34-103. Reservation of name.
Sec. 34-104. Statutory agent for service.
Sec. 34-105. Service of process on statutory agent.
Sec. 34-106. Annual report.
Sec. 34-107. Failure to file report. Incorrect report.
Sec. 34-108. Interrogatories by Secretary of the State.
Sec. 34-109. Execution of documents.
Sec. 34-110. Filing of documents.
Sec. 34-111. Forms for documents to be filed. Mailings.
Sec. 34-112. Fees payable to Secretary of the State. Sales tax not imposed.
Sec. 34-113. Taxation.
Secs. 34-114 to 34-118.
Sec. 34-119. Restrictions on purposes and powers of limited liability companies.
Sec. 34-120. Formation.
Sec. 34-121. Articles of organization.
Sec. 34-122. Amendment and restatement of articles of organization.
Sec. 34-123. Effect of delivery of articles of organization for filing and endorsement.
Sec. 34-124. Powers of limited liability company.
Secs. 34-125 to 34-129.
Sec. 34-130. Agency power of members and managers.
Sec. 34-131. Admissions and representations by members and managers.
Sec. 34-132. Limited liability company charged with notice to or knowledge of any member
or manager.
Sec. 34-133. Liability of members and managers to third parties.
Sec. 34-134. Members and managers as parties to actions.
Secs. 34-135 to 34-139.
Sec. 34-140. Management.
Sec. 34-141. Discharge of duties by members and managers.
Sec. 34-142. Voting.
Sec. 34-143. Liability and indemnification of members and managers.
Sec. 34-144. Records and information.
Secs. 34-145 to 34-149.
Sec. 34-150. Contributions to capital.
Sec. 34-151. Liability for contribution.
Sec. 34-152. Sharing of profits and losses.
Secs. 34-153 to 34-157.
Sec. 34-158. Sharing of interim distributions.
Sec. 34-159. Distributions upon an event of dissociation.
Sec. 34-160. Distribution in kind.
Sec. 34-161. Right to distribution.
Secs. 34-162 to 34-166.
Sec. 34-167. Ownership of limited liability company property.
Sec. 34-168. Transfer of property.
Sec. 34-169. Nature of membership interest.
Sec. 34-170. Assignment of membership interest.
Sec. 34-171. Rights of judgment creditor.
Sec. 34-172. Right of assignee to become a member.
Sec. 34-173. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated member. Right of legal representative or successor to become member.
Secs. 34-174 to 34-178.
Sec. 34-179. Admission of members.
Sec. 34-180. Events of dissociation.
Secs. 34-181 to 34-185.
Sec. 34-186. Suits by and against limited liability company.
Sec. 34-187. Authority to sue on behalf of limited liability company.
Secs. 34-188 to 34-192.
Sec. 34-193. Merger or consolidation.
Sec. 34-194. Approval of merger or consolidation.
Sec. 34-195. Plan of merger or consolidation.
Sec. 34-196. Articles of merger or consolidation.
Sec. 34-197. Effect of merger or consolidation.
Sec. 34-198. Merger or consolidation of domestic and foreign limited liability companies.
Sec. 34-199. Conversion of general or limited partnership to limited liability company.
Sec. 34-200. Effect of conversion.
Secs. 34-201 to 34-205.
Sec. 34-206. Dissolution.
Sec. 34-207. Judicial dissolution.
Sec. 34-208. Winding up.
Sec. 34-209. Agency powers of managers or members after dissolution.
Sec. 34-210. Distribution of assets.
Sec. 34-211. Articles of dissolution.
Sec. 34-212. Known claims against dissolved limited liability company.
Sec. 34-213. Unknown claims against dissolved limited liability company.
Sec. 34-214. Recovery for claims not barred.
Sec. 34-215. Dissolution by forfeiture.
Sec. 34-216. Reinstatement after dissolution.
Secs. 34-217 to 34-221.
Sec. 34-222. Governing law.
Sec. 34-223. Registration with Secretary of the State.
Sec. 34-224. Appointment of agent for service of process.
Sec. 34-225. Service of process on statutory agent.
Sec. 34-226. Issuance of registration.
Sec. 34-227. Name.
Sec. 34-228. Amendment of application for registration.
Sec. 34-229. Annual report.
Sec. 34-230. Failure to file report. Incorrect report.
Sec. 34-231. Cancellation of registration.
Sec. 34-232. Revocation of certificate of registration.
Sec. 34-233. Transaction of business without registration.
Sec. 34-234. Limited amnesty for foreign limited liability companies transacting business
without registration.
Sec. 34-235. Activities not constituting transacting business in this state.
Sec. 34-236. Action by Attorney General.
Secs. 34-237 to 34-240.
Sec. 34-241. Knowledge and notice.
Sec. 34-242. Rules of construction.
Secs. 34-243 to 34-299.
GENERAL PROVISIONS
Sec. 34-100. Short title: Connecticut Limited Liability Company Act. Sections
34-100 to 34-242, inclusive, shall be known and may be cited as the "Connecticut Limited Liability Company Act". Sec. 34-101. Definitions. As used in sections 34-100 to 34-242, inclusive, unless
the context otherwise requires: Sec. 34-102. Name. (a) The name of each limited liability company as set forth in
its articles of organization must contain the words "Limited Liability Company" or the
abbreviations "L.L.C." or "LLC". The word "Limited" may be abbreviated as "Ltd."
and the word "Company" may be abbreviated as "Co." Sec. 34-103. Reservation of name. (a) The exclusive right to use a name may be
reserved by: (1) Any person intending to organize a limited liability company and to
adopt that name; (2) any limited liability company or any foreign limited liability company registered in this state that intends to adopt that name; (3) any foreign limited
liability company intending to register in this state and to adopt that name; or (4) any
person intending to organize a foreign limited liability company and to have it registered
in this state and to adopt that name. Sec. 34-104. Statutory agent for service. (a) Each limited liability company shall
have and maintain a statutory agent for service in this state as provided in this section.
A statutory agent for service shall be either: (1) A natural person who is a resident of
this state; (2) a domestic corporation or domestic limited liability company; or (3) any
corporation or limited liability company not organized under the laws of this state and
which has procured a certificate of authority to transact business or conduct affairs in
this state. Sec. 34-105. Service of process on statutory agent. (a) Any process, notice or
demand in connection with any action or proceeding required or permitted by law to be
served upon a limited liability company which is subject to the provisions of section
34-104, may be served upon the limited liability company's statutory agent for service
by any proper officer or other person lawfully empowered to make service by leaving
a true and attested copy of the process, notice or demand with such agent or, in the case
of an agent who is a natural person, by leaving it at such agent's usual place of abode
in this state. Sec. 34-106. Annual report. (a) Each limited liability company shall file an annual
report with the Secretary of the State which report shall be due upon the anniversary of
the filing of a limited liability company's articles of organization pursuant to section
34-120. Sec. 34-107. Failure to file report. Incorrect report. (a) Any limited liability
company required to file an annual report as provided in section 34-106, which fails to
file its annual report before the due date thereof, shall be in default in respect thereof
until the same is filed. Sec. 34-108. Interrogatories by Secretary of the State. (a) The Secretary of the
State may propound to any limited liability company, domestic or foreign, subject to
the provisions of sections 34-100 to 34-242, inclusive, and to any manager thereof if
the management of the limited liability company is vested in a manager or managers,
and to any member thereof if the management of the limited liability company is not
vested in a manager or managers, such interrogatories as may be reasonably necessary
and proper to enable said secretary to ascertain whether such limited liability company
has complied with the provisions of sections 34-100 to 34-242, inclusive, applicable to
such limited liability company. Such interrogatories shall be answered within thirty days
after the mailing thereof or within such additional time as shall be fixed by said secretary,
and the answers thereto shall be full and complete and shall be made in writing and
under oath. If such interrogatories are directed to a specific person they shall be answered
by that person, and, if directed to a limited liability company, they shall be answered
by a manager thereof if the management of the limited liability company is vested in a
manager or managers or by any member thereof if the management of the limited liability
company is not vested in a manager or managers. Sec. 34-109. Execution of documents. (a) Unless otherwise specified in any other
section of sections 34-100 to 34-242, inclusive, any document required by said sections
to be filed with, or delivered to, the Secretary of the State shall be executed: (1) By
any manager if management of the limited liability company is vested in one or more
managers or by a member if management of the limited liability company is reserved
to the members; (2) if the limited liability company has not been formed, by the organizer
or organizers; or (3) if the limited liability company is in the hands of a receiver, trustee
or other court-appointed fiduciary, by that fiduciary. Sec. 34-110. Filing of documents. (a) The original signed copy of the articles of
organization or any other document required to be filed pursuant to sections 34-100 to
34-242, inclusive, shall be delivered to the Secretary of the State. Unless the Secretary
of the State determines that the document does not conform to the filing provisions of
said sections, he shall, when all required filing fees have been paid: (1) Endorse on each
signed original of the document "filed" and the date and time of its acceptance for filing;
and (2) retain the signed original in his files. Sec. 34-111. Forms for documents to be filed. Mailings. (a) In his discretion,
the Secretary of the State may prescribe forms for any reports, certificates or other
documents required by sections 34-100 to 34-242, inclusive, to be filed in his office and
may require the use of such forms as are furnished by his office. Sec. 34-112. Fees payable to Secretary of the State. Sales tax not imposed. The
Secretary of the State shall charge and collect the following fees and remit them to the
Treasurer for the use of the state: Sec. 34-113. Taxation. A limited liability company formed under sections 34-100
to 34-242, inclusive, or a foreign limited liability company transacting business in this
state pursuant to the provisions of said sections shall be treated, for purposes of taxes
imposed by the laws of the state or any political subdivision thereof, in accordance with
the classification for federal tax purposes. Secs. 34-114 to 34-118. Reserved for future use. Sec. 34-119. Restrictions on purposes and powers of limited liability companies. (a) A limited liability company may be formed under sections 34-100 to 34-242,
inclusive, for the transaction of any business or the promotion of any purpose which
may be lawfully carried on by a limited liability company except that of a state bank
and trust company, savings bank, industrial bank or building and loan association. Sec. 34-120. Formation. One or more organizers may form a limited liability company by signing and filing articles of organization with the Secretary of the State. The
organizer or organizers need not be members of the limited liability company at the
time of formation or after formation has occurred. The organizer or organizers shall
prepare a writing to be held with the records of the limited liability company, setting
forth: (1) The name and residence address of each person who has become an initial
member of the limited liability company; and (2) if the articles of organization provide
that the management of the limited liability company is vested in a manager or managers,
the name and residence address of each initial manager. The organizer or organizers
shall have no obligation to make filings with the Secretary of the State identifying the
members or any managers, but the limited liability company shall maintain, pursuant
to subsection (a) of section 34-144, a record of the members and any managers. Sec. 34-121. Articles of organization. The articles of organization of a limited
liability company formed under sections 34-100 to 34-242, inclusive, shall set forth:
(1) A name for the limited liability company that satisfies the requirements of section
34-102; (2) if management of the limited liability company is vested in a manager or
managers, a statement to that effect; (3) the nature of the business to be transacted or
the purposes to be promoted or carried out, except that it shall be sufficient to state,
either alone or with other business or purposes, that the purpose of the limited liability
company is to engage in any lawful act or activity for which limited liability companies
may be formed under sections 34-100 to 34-242, inclusive, and by such statement all
lawful acts and activities shall be within the purposes of the limited liability company,
except for express limitations, if any; (4) the principal office address of the limited
liability company; (5) an appointment of a statutory agent for service of process as
required by section 34-104; and (6) any other matter the organizer or organizers determine to include. Sec. 34-122. Amendment and restatement of articles of organization. (a) The
articles of organization of a limited liability company are amended by filing articles of
amendment with the Secretary of the State. The articles of amendment shall set forth:
(1) The name of the limited liability company; and (2) the amendment to the articles of
organization. Sec. 34-123. Effect of delivery of articles of organization for filing and endorsement. (a) A limited liability company is formed when the articles of organization are
delivered to the Secretary of the State for filing and endorsed by the Secretary of the
State as provided in section 34-110. Sec. 34-124. Powers of limited liability company. (a) A limited liability company
shall have all powers specially granted to it by law, all powers enumerated in this section
and all powers elsewhere granted in sections 34-100 to 34-242, inclusive, without setting
forth any such powers in its articles of organization. Secs. 34-125 to 34-129. Reserved for future use. Sec. 34-130. Agency power of members and managers. (a) Except as provided
in subsection (b) of this section, every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including,
but not limited to, the execution in the name of the limited liability company of any
instrument, for apparently carrying on in the usual way the business or affairs of the
limited liability company of which he is a member binds the limited liability company,
unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom he is dealing has knowledge
of the fact that the member has no such authority. Sec. 34-131. Admissions and representations by members and managers. (a)
Except as provided in subsection (b) of this section, an admission or representation made
by any member concerning the business or affairs of a limited liability company within
the scope of his authority as provided for by sections 34-100 to 34-242, inclusive, is
evidence against the limited liability company. Sec. 34-132. Limited liability company charged with notice to or knowledge
of any member or manager. (a) Except as provided in subsection (b) of this section,
notice to any member of any matter relating to the business or affairs of the limited
liability company, and the knowledge of the member acting in the particular matter,
acquired while a member or known at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated it to
the acting member, operate as notice to or knowledge of the limited liability company,
except in the case of a fraud on the limited liability company committed by or with the
consent of that member. Sec. 34-133. Liability of members and managers to third parties. (a) Except as
provided in subsection (b) of this section, a person who is a member or manager of a
limited liability company is not liable, solely by reason of being a member or manager,
under a judgment, decree or order of a court, or in any other manner, for a debt, obligation
or liability of the limited liability company, whether arising in contract, tort or otherwise
or for the acts or omissions of any other member, manager, agent or employee of the
limited liability company. Sec. 34-134. Members and managers as parties to actions. A member or manager of a limited liability company is not a proper party to a proceeding by or against a
limited liability company solely by reason of being a member or manager of the limited
liability company, except where the object of the proceeding is to enforce a member's
or manager's right against or liability to the limited liability company or as otherwise
provided in an operating agreement. Secs. 34-135 to 34-139. Reserved for future use. Sec. 34-140. Management. (a) Subject to any provisions of sections 34-100 to 34-
242, inclusive, or the articles of organization, the business, property and affairs of a
limited liability company shall be managed by its members. Sec. 34-141. Discharge of duties by members and managers. (a) A member or
manager shall discharge his duties under section 34-140 and the operating agreement,
in good faith, with the care an ordinary prudent person in a like position would exercise
under similar circumstances, and in the manner he reasonably believes to be in the best
interests of the limited liability company, and shall not be liable for any action taken as
a member or manager, or any failure to take such action, if he performs such duties in
compliance with the provisions of this section. Sec. 34-142. Voting. (a) Except as provided in the articles of organization, operating agreement or sections 34-100 to 34-242, inclusive, and subject to subsection (b)
of this section, the affirmative vote, approval or consent of a majority in interest of the
members, if management of the limited liability company is vested in the members, or
more than one-half by number of the managers, if management of the limited liability
company is vested in managers, shall be required to decide any matter connected with
the business or affairs of the limited liability company. Sec. 34-143. Liability and indemnification of members and managers. An operating agreement may: (1) Eliminate or limit the personal liability of a member or
manager for monetary damages for breach of any duty provided for in section 34-141;
and (2) provide for indemnification of a member or manager for judgments, settlements,
penalties, fines or expenses incurred in a proceeding to which an individual is a party
because such individual is or was a member or manager. Sec. 34-144. Records and information. (a) A limited liability company shall keep
at its principal place of business, or at such other location as may be stated in the operating
agreement, the following: (1) A current and a past list, setting forth in alphabetical order
the full name and last known mailing address of each member and manager, if any; (2)
a copy of the articles of organization and all amendments thereto, together with executed
copies of any powers of attorney pursuant to which the articles of amendment have been
executed; (3) copies of the limited liability company's federal, state and local income
tax returns and financial statements for the three most recent years or, if such returns and
statements were not prepared for any reason, copies of the information and statements
provided to, or which should have been provided to, the members to enable them to
prepare their federal, state and local tax returns for such period; (4) copies of any effective
written operating agreements, and all amendments thereto, and copies of any written
operating agreements no longer in effect; and (5) other writings, if any, prepared pursuant
to a requirement in an operating agreement. Secs. 34-145 to 34-149. Reserved for future use. Sec. 34-150. Contributions to capital. An interest in a limited liability company
may be issued in exchange for property, services rendered or a promissory note or other
obligation to contribute cash or to perform services. Sec. 34-151. Liability for contribution. (a) A promise by a member to contribute
to the limited liability company is not enforceable unless set out in a writing signed by
the member. Sec. 34-152. Sharing of profits and losses. The profits and losses of a limited
liability company shall be allocated among the members, and among classes of members,
in the manner agreed to in the operating agreement. To the extent the operating
agreement does not so provide, profits and losses shall be allocated on the basis of the
value of the contributions made by each member to the extent they have been received
by the limited liability company and have not been returned. Secs. 34-153 to 34-157. Reserved for future use. Sec. 34-158. Sharing of interim distributions. Except as provided in sections 34-
159 and 34-210, distributions of cash or other assets of a limited liability company shall
be allocated among the members and among classes of members in the manner provided
in the operating agreement. If the operating agreement does not so provide, the distributions shall be made on the basis of the value of the contributions made by each member
to the extent they have been received by the limited liability company and have not been
returned. A member is entitled to receive distributions described in this section from a
limited liability company to the extent and at the times or upon the happening of the
events specified in the operating agreement or at the times determined by the members
or managers pursuant to section 34-142. Sec. 34-159. Distributions upon an event of dissociation. (a) Upon the occurrence of an event of dissociation under section 34-180, other than an event of dissociation
as provided in subparagraph (B) of subdivision (3) of subsection (a) of said section, a
dissociating member is entitled to receive any distribution which the member was entitled to receive prior to the event of dissociation. Unless otherwise provided in writing
in the articles of organization or operating agreement, or as otherwise provided in subsection (b) of section 34-173, the dissociating member shall not be entitled to payment for
the member's interest in the limited liability company and, beginning on the date of
dissociation, the dissociating member shall have only the rights of an assignee of the
dissociating member's interest in the limited liability company and the dissociating
member shall no longer be a member of the limited liability company. Sec. 34-160. Distribution in kind. Except as provided in the operating agreement:
(1) A member, regardless of the nature of the member's contribution, has no right to
demand and receive any distribution from a limited liability company in any form other
than cash, and (2) no member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset
distributed to the member exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. Sec. 34-161. Right to distribution. At the time a member becomes entitled to
receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. Secs. 34-162 to 34-166. Reserved for future use. Sec. 34-167. Ownership of limited liability company property. (a) Property
transferred to or otherwise acquired by a limited liability company is property of the
limited liability company and not of the members individually. A member has no interest
in specific limited liability company property. Sec. 34-168. Transfer of property. (a) Except as provided in subsection (e) of
this section, property of the limited liability company that is held in the name of the
limited liability company may be transferred by an instrument of transfer executed by
any member in the name of the limited liability company. Sec. 34-169. Nature of membership interest. A limited liability company membership interest is personal property. Sec. 34-170. Assignment of membership interest. (a) Except as provided in writing in an operating agreement and subject to the provisions of subsections (b) and (c)
of section 34-119: (1) A limited liability company membership interest is assignable in
whole or in part; (2) an assignment entitles the assignee to receive, to the extent assigned,
only the distributions to which the assignor would be entitled; (3) an assignment of a
limited liability company membership interest does not dissolve the limited liability
company or entitle the assignee to participate in the management and affairs of the
limited liability company or to become or exercise any rights of a member; (4) until
the assignee of a limited liability company interest becomes a member, the assignor
continues to be a member and to have the power to exercise any rights of a member,
subject to the members' right to remove the assignor pursuant to subparagraph (B) of
subdivision (3) of subsection (a) of section 34-180; (5) until an assignee of a limited
liability company membership interest becomes a member, the assignee has no liability
as a member solely as a result of the assignment; and (6) the assignor of a limited liability
company membership interest is not released from liability as a member solely as a
result of the assignment. Sec. 34-171. Rights of judgment creditor. On application to a court of competent
jurisdiction by any judgment creditor of a member, the court may charge the member's
limited liability company interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights
of an assignee of the member's limited liability company interest. Nothing in sections
34-100 to 34-242, inclusive, shall be held to deprive a member of the benefit of any
exemption provided by law applicable to such person's limited liability company membership interest. Sec. 34-172. Right of assignee to become a member. (a) Subject to subsections
(b) and (c) of section 34-119, an assignee of an interest in a limited liability company
may become a member if and to the extent that (1) the assignor gives the assignee
that right in accordance with authority described in the operating agreement, (2) unless
otherwise provided in writing in an operating agreement, at least a majority in interest
of the members, other than the assignor, consent, or (3) if the limited liability company
has only one member, the assignor gives the assignee the right to become a member. Sec. 34-173. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated member. Right of legal representative or successor
to become member. (a) Subject to subsection (b) of this section, if a member who is
an individual dies or a court of competent jurisdiction adjudges him to be incompetent
to manage his person or his property, the member's executor, administrator, guardian,
conservator or other legal representative may exercise all of the member's rights for
the purpose of settling the member's estate or administering the member's property,
including any power the member had under the articles of organization or an operating
agreement to give an assignment of the right to become a member. Subject to subsection
(b) of this section, if a member is a corporation, trust or other entity and is dissolved or
terminated, the power of that member may be exercised by its legal representative or
successor. Secs. 34-174 to 34-178. Reserved for future use. Sec. 34-179. Admission of members. (a) Subject to subsection (b) of this section
and subsections (b) and (c) of section 34-119, a person may become a member in a
limited liability company: (1) In the case of a person acquiring a limited liability company interest directly from the limited liability company, upon compliance with the
operating agreement or, if the operating agreement does not so provide in writing, upon
the written consent of at least a majority in interest of the members; and (2) in the case
of an assignee of a limited liability company interest, as provided in section 34-172. Sec. 34-180. Events of dissociation. (a) Subject to subsection (b) of section 34-
173, a person ceases to be a member of a limited liability company upon the occurrence
of one or more of the following events: (1) The member withdraws by voluntary act
from the limited liability company as provided in subsection (c) of this section; (2) the
member ceases to be a member of the limited liability company as provided in section
34-172; (3) the member is removed as a member (A) in accordance with the operating
agreement, or (B) unless otherwise provided in writing in the operating agreement, when
the member assigns all of his interest in the limited liability company with the written
consent or by an affirmative vote of a majority in interest of the members who have
not assigned their interests; (4) unless otherwise provided in writing in the operating
agreement or by written consent of all members at the time, the member (A) makes an
assignment for the benefit of creditors, (B) files a voluntary petition in bankruptcy; (C)
is adjudicated a bankrupt or insolvent; (D) files a petition or answer seeking for himself
any reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute, law or regulation; (E) files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against him in
any proceeding of this nature; or (F) seeks, consents to or acquiesces in the appointment
of a trustee, receiver or liquidator of the member of all or any substantial part of his
properties; (5) unless otherwise provided in writing in the operating agreement, or by
written consent of all members at the time, one hundred twenty days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, the proceeding has not been dismissed, or if within ninety days after the
appointment without his consent or acquiescence of a trustee, receiver or liquidator of
the member or of all or any substantial part of his properties, the appointment is not
vacated or stayed, or within ninety days after the expiration of any stay, the appointment
is not vacated; (6) unless otherwise provided in writing in the operating agreement, or
by written consent of all members at the time, in the case of a member who is an individual: (A) His death, or (B) the entry of an order by a court of competent jurisdiction
adjudicating him incompetent to manage his person or his estate; (7) unless otherwise
provided in writing in the operating agreement, or by written consent of all members
at the time, in the case of a member that is a trust or is acting as a member by virtue of
being a trustee of a trust, the termination of the trust, but not merely the substitution of
a new trustee; (8) unless otherwise provided in writing in the operating agreement, or
by written consent of all members at the time, in the case of a member that is a separate
limited liability company, the dissolution and commencement of winding up of the
separate limited liability company; (9) unless otherwise provided in writing in the operating agreement, or by written consent of all members at the time, in the case of a
member that is a corporation, the filing of a certificate of dissolution or the equivalent
for the corporation or the revocation of its charter and the lapse of ninety days after
notice to the corporation of revocation without reinstatement of its charter; (10) unless
otherwise provided in writing in the operating agreement, or by written consent of all
members at the time, in the case of a member that is an estate, the distribution by the
fiduciary of a member that is the estate's entire interest in the limited liability company;
or (11) where the limited liability company is formed to render professional services,
a member licensed or otherwise authorized to render professional services in this state
or any other jurisdiction ceases to be so licensed or authorized. Secs. 34-181 to 34-185. Reserved for future use. Sec. 34-186. Suits by and against limited liability company. Suits may be
brought by or against a limited liability company in its own name. Sec. 34-187. Authority to sue on behalf of limited liability company. (a) Except
as otherwise provided in an operating agreement, suit on behalf of the limited liability
company may be brought in the name of the limited liability company by: (1) Any
member or members of a limited liability company, whether or not the articles of organization vest management of the limited liability company in one or more managers, who
are authorized to sue by the vote of a majority in interest of the members, unless the
vote of all members shall be required pursuant to subsection (b) of section 34-142; or
(2) any manager or managers of a limited liability company, if the articles of organization
vest management of the limited liability company in one or more managers, who are
authorized to sue by the vote required pursuant to section 34-142. Secs. 34-188 to 34-192. Reserved for future use. Sec. 34-193. Merger or consolidation. (a) Except as provided in subsection (b)
of this section, any one or more limited liability companies may merge or consolidate
with or into any one or more limited liability companies in a manner provided in sections
34-194 and 34-195. Sec. 34-194. Approval of merger or consolidation. (a) Unless otherwise provided in the articles of organization, a proposed plan of merger or consolidation complying with the requirements of section 34-195 shall be authorized and approved by each
limited liability company that is a party to a proposed merger or consolidation by the
affirmative vote of at least two-thirds in interest of the members. Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company
that is a party to a proposed merger or consolidation shall enter into a written plan of
merger or consolidation, which shall be approved in accordance with section 34-194. Sec. 34-196. Articles of merger or consolidation. (a) After a plan of merger or
consolidation is approved as provided in section 34-194, the surviving or new limited
liability company shall deliver to the Secretary of the State for filing articles of merger
or consolidation duly executed by each limited liability company setting forth: (1) The
name and jurisdiction of formation or organization of each limited liability company;
(2) the effective date of the merger or consolidation if later than the date of filing of the
articles of merger or consolidation; (3) the name of the surviving limited liability company or new limited liability company; (4) a statement that the plan of merger or consolidation was duly authorized and approved by each limited liability company in accordance with the provisions of section 34-194; (5) that the plan of merger or consolidation
is on file at a place of business of the surviving or new limited liability company and
the address thereof; and (6) that a copy of the plan of merger or consolidation will be
furnished by the surviving or new limited liability company, on request and without
cost, to any person holding an interest in any limited liability company that is a party
to the merger or consolidation. Sec. 34-197. Effect of merger or consolidation. Upon the effectiveness of a
merger or consolidation: Sec. 34-198. Merger or consolidation of domestic and foreign limited liability
companies. (a) Any one or more limited liability companies formed under sections 34-
100 to 34-242, inclusive, may merge or consolidate with or into one or more foreign
limited liability companies, or any one or more foreign limited liability companies may
merge or consolidate with or into any one or more limited liability companies formed
under said sections if: (1) The merger or consolidation is permitted by the law of the state
or jurisdiction under whose laws each foreign limited liability company is organized or
formed and each foreign limited liability company complies with that law in effecting
the merger or consolidation; (2) the foreign limited liability company complies with
section 34-196 if it is the surviving or new limited liability company; and (3) each
domestic limited liability company complies with the applicable provisions of sections
34-193 to 34-195, inclusive, and, if it is the surviving or new limited liability company,
with section 34-196. Sec. 34-199. Conversion of general or limited partnership to limited liability
company. (a) A general partnership formed under the provisions of sections 34-300 to
34-434, inclusive, or a limited partnership formed under the provisions of sections 34-
9 to 34-38q, inclusive, may convert to a limited liability company by filing articles of
organization that meet the requirements of section 34-121, and include the following:
(1) A statement that the limited liability company is formed as the result of the conversion
of a general partnership or a limited partnership; (2) the name of the former general
partnership or limited partnership; and (3) in the case of a general partnership, its initial
date of formation, or in the case of a limited partnership, the date of filing of the initial
certificate of limited partnership.
(P.A. 93-267, S. 1.)
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(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 that requires
that members of a profession rendering such service obtain a license or other legal
authorization as a condition precedent to the rendition thereof, limited to the professional
services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists,
nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers,
or jointly by architects and professional engineers, landscape architects, 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.
(P.A. 93-267, S. 2; P.A. 94-217, S. 1; P.A. 96-89, S. 1; 96-254, S. 5, 10; P.A. 97-70, S. 1, 2, 11; P.A. 99-25, S. 2; 99-
102, S. 43.)
History: P.A. 94-217 amended Subdiv. (10) to include "interest" as a defined term and add "unless otherwise provided
in the operating agreement" and added Subdiv. (16) re definition of "organizer" or "organizers", renumbering the remaining
Subdivs. accordingly; P.A. 96-89 redefined "professional service" to include services rendered by nurse-midwives, licensed
marital and family therapists and licensed clinical social workers; P.A. 96-254 reiterated inclusion of marital and family
therapists and clinical social workers in definition of "professional service", effective July 1, 1996; P.A. 97-70 amended
definition of "foreign limited liability company" in Subdiv. (7) by deleting former Subpara. (A) re an unincorporated
association, relettering the remaining Subparas. accordingly, and replacing "association" with "entity" in Subpara. (B) and
amended definition of "limited liablity company" or "domestic limited liability company" in Subdiv. (9) by reducing from
two to one the minimum number of members required, effective May 27, 1997; P.A. 99-25 redefined "professional service"
in Subdiv. (17) to include licensed professional counselors; P.A. 99-102 amended Subdiv. (17) by deleting obsolete reference to osteopathy and made a technical change.
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(b) A limited liability company name shall be such as to distinguish it upon the
records of the Secretary of the State from: (1) The name of any limited liability company,
limited partnership or corporation existing under the laws of this state; (2) the name of
any foreign limited liability company, limited partnership or corporation authorized to
transact business in this state; or (3) any name reserved under section 34-103 or reserved
or registered under section 33-656, 33-657, 33-1045, 33-1046, 33-1047, 34-13 or 34-
13a.
(c) The provisions of subsection (b) of this section shall not apply if the applicant
files with the Secretary of the State a certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the applicant to the use of such
name in this state.
(P.A. 93-267, S. 3; P.A. 94-217, S. 2; P.A. 96-256, S. 194, 209; 96-271, S. 184, 254.)
History: P.A. 94-217 amended Subsec. (b) to add reference in Subdiv. (3) to Secs. 34-13 and 34-13a; P.A. 96-256
amended Subsec. (b) to replace reference to Secs. 33-424 and 33-425 with Secs. 33-1045, 33-1046 and 33-1047, effective
January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace references to Secs. 33-287 and 33-288 with Secs. 33-656
and 33-657, respectively, effective January 1, 1997.
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(b) The reservation shall be made by filing with the Secretary of the State an application together with the applicable fee, executed by the applicant, to reserve a specified
name. If the Secretary of the State finds that the name is available for use by a domestic
or foreign limited liability company, he shall reserve the name for the exclusive use of
the applicant for a period of one hundred twenty days counting the date of such filing
as the first of the one hundred twenty days.
(c) The holder of a reserved limited liability company name may renew the reservation for successive periods of one hundred twenty days each from the date of such
renewal.
(d) The right to the exclusive use of a reserved name may be transferred to another
person by filing with the Secretary of the State a notice of the transfer, executed by the
applicant for whom the name was reserved and specifying the name to be transferred
and the name and address of the transferee. The transfer shall not extend the term during
which the name is reserved.
(e) Any person for whom a specified limited liability company name has been reserved pursuant to subsection (b) of this section may, during the period for which such
name is reserved, terminate such reservation by filing in the office of the Secretary of
the State an application for cancellation of reservation of limited liability company name,
together with the applicable fee.
(P.A. 93-267, S. 4; P.A. 94-123, S. 6; P.A. 96-77, S. 14.)
History: P.A. 94-123 added Subsec. (e) authorizing the cancellation of the reservation of a limited liability company
name and specifying the procedure therefor; P.A. 96-77 amended Subsec. (b) to make a technical grammatical change.
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(b) A limited liability company's statutory agent for service shall be appointed by
filing with the Secretary of the State a written appointment in such form as the Secretary
of the State shall prescribe setting forth: (1) The name of the limited liability company;
(2) the name of the statutory agent for service; and (3) if the statutory agent is a natural
person, the business and residence address thereof; if the statutory agent is a domestic
corporation or domestic limited liability company, the address of the principal office
thereof; if the statutory agent is a corporation or limited liability company not organized
under the laws of this state, the address of the principal office thereof in this state, if
any. In each case the address shall include the street and number or other particular
designation. Each written appointment shall also be signed by the statutory agent for
service therein appointed.
(c) If a statutory agent for service dies, dissolves, removes from the state or resigns,
the limited liability company shall forthwith appoint another statutory agent for service.
If the statutory agent for service changes his or its address within the state from that
appearing upon the record in the office of the Secretary of the State, the limited liability
company shall forthwith file with the Secretary of the State notice of the new address.
A statutory agent for service may resign by filing with the Secretary of the State a signed
statement in duplicate to that effect. The Secretary of the State shall forthwith file one
copy and mail the other copy of such statement to the limited liability company at its
principal office. Upon the expiration of thirty days after such filing, the resignation shall
be effective and the authority of such statutory agent for service shall terminate. A
limited liability company may revoke the appointment of a statutory agent for service
by making a new appointment as provided in this section and any new appointment so
made shall revoke all appointments theretofore made.
(P.A. 93-267, S. 5.)
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(b) If it appears from the records of the Secretary of the State that such a limited
liability company has failed to appoint or maintain a statutory agent for service, or if it
appears by affidavit endorsed on the return of the officer or other proper person directed
to serve any process, notice or demand upon such a limited liability company's statutory
agent for service appearing on the records of the Secretary of the State that such agent
cannot, with reasonable diligence, be found at the address shown on such records as the
agent's address, service of such process, notice or demand on such limited liability
company may, when timely made, be made by such officer or other proper person by:
(1) Leaving a true and attested copy thereof together with the required fee at the office
of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to said office, and (2) depositing in
the United States mails, by registered or certified mail, postage prepaid, a true and
attested copy thereof, together with a statement by such officer that service is being
made pursuant to this section, addressed to such limited liability company at its principal
office.
(c) The Secretary of the State shall file the copy of each process, notice or demand
received by him as provided in subsection (b) of this section and keep a record of the
day and hour of such receipt. Service made as provided in this section shall be effective
as of such day and hour.
(d) Nothing contained in this section shall limit or affect the right to serve any
process, notice or demand required or permitted by law to be served upon a limited
liability company in any other manner permitted by law.
(P.A. 93-267, S. 6; 98-137, S. 30, 62; 98-219, S. 33, 34; June Sp. Sess. P.A. 98-1, S. 26, 121.)
History: P.A. 98-137 amended Subsec. (a) to specify that the manner of service is "by leaving a true and attested copy
of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such
agent's usual place of abode in this state", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but
without affecting this section; June Sp. Sess. P.A. 98-1 made a technical change in Subsec. (b), effective June 24, 1998.
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(b) Such reporting requirement shall commence on or after January 1, 1995, and
continue annually thereafter.
(c) Each annual report shall set forth: (1) The name of the limited liability company
and (2) the limited liability company's current principal office address.
(d) Each annual report shall be executed in accordance with section 34-109 and be
accompanied by the filing fee established in section 34-112. The Secretary of the State
shall mail to each limited liability company at its principal office as shown on his records
a form prescribed by him for the annual report, but failure to receive such form shall
not relieve a limited liability company of the requirement of filing the report as provided
in this section.
(P.A. 94-217, S. 24, 40.)
History: P.A. 94-217 effective January 1, 1995.
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(b) The Secretary of the State shall not accept for filing a report from a limited
liability company until any default for failure to file any prior report is cured. If the
Secretary of the State finds that any annual report received from a limited liability company does not conform to law, he may return it to the limited liability company for
correction. If the report is returned for correction and is not received by the Secretary
of the State in corrected form on or before the due date thereof, the limited liability
company shall be in default for failure to file its report. If the report is returned for failure
to file any previous report and is not returned with any such previous report on or before
the due date of the current report, the limited liability company shall be in default for
failure to file two reports.
(P.A. 94-217, S. 25, 40; P.A. 95-252, S. 33.)
History: P.A. 94-217 effective January 1, 1995; P.A. 95-252 deleted Subsec. (c) that had required the Secretary of the
State to effect the dissolution by forfeiture of a limited liability company that is in default of filing its annual report.
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(b) Each limited liability company, domestic or foreign, and each member and manager of a limited liability company, domestic or foreign, failing or refusing within the
time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such limited liability company or such member or manager by the Secretary
of the State, as provided in subsection (a) of this section, shall be fined not more than
five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto
shall not be open to public inspection, nor shall said secretary disclose any facts or
information obtained therefrom except insofar as the official duties of said secretary
may require the same to be made public, or if such interrogatories or the answers thereto
are required for evidence in any criminal proceedings or in any other action by this state.
(P.A. 93-267, S. 7.)
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(b) The person executing the document shall sign it and state beneath or opposite
his signature his name and the capacity in which he signs.
(c) The person executing the document may do so as an attorney-in-fact. Powers
of attorney relating to the execution of the document do not need to be filed with the
Secretary of the State.
(d) The execution of any such document shall constitute an affirmation under the
penalties of false statement by the person signing the document that the facts stated
therein are true.
(P.A. 93-267, S. 13; P.A. 94-217, S. 9.)
History: P.A. 94-217 amended Subsec. (a) to replace in Subdiv. (2) "person or persons forming the limited liability
company" with "organizer or organizers".
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(b) If the Secretary of the State determines that the document does not conform to
the filing provisions of sections 34-100 to 34-242, inclusive, or is not accompanied by
all fees required by law, the document shall not be filed and the Secretary of the State
shall return the document to the person originally submitting it.
(P.A. 93-267, S. 14; P.A. 94-217, S. 39.)
History: P.A. 94-217 made technical changes and amended Subsec. (a) to make the secretary's duties apply with respect
to any document that is filed, not just the articles of organization.
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(b) If a limited liability company so requests in writing, the Secretary of the State
shall mail to the address designated in such request, and to no other address of the
limited liability company, all matter required or permitted by sections 34-100 to 34-242,
inclusive, to be mailed to such limited liability company by the Secretary of the State.
(P.A. 93-267, S. 71.)
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(a) Fees for filing documents and issuing certificates: (1) Filing application to reserve a limited liability company name or to cancel a reserved limited liability company
name, thirty dollars; (2) filing transfer of reserved limited liability company name, thirty
dollars; (3) filing articles of organization, including appointment of statutory agent,
sixty dollars; (4) filing change of address of statutory agent or change of statutory agent,
twenty-five dollars; (5) filing notice of resignation of statutory agent in duplicate,
twenty-five dollars; (6) filing amendment to articles of organization, sixty dollars; (7)
filing restated articles of organization, sixty dollars; (8) filing articles of merger or consolidation, thirty dollars per each limited liability company; (9) filing articles of dissolution by resolution, twenty-five dollars; (10) filing articles of dissolution by expiration,
twenty-five dollars; (11) filing judicial decree of dissolution, twenty-five dollars; (12)
filing certificate of reinstatement, sixty dollars; (13) filing application by a foreign limited liability company for certificate of registration to transact business in this state and
issuing certificate of registration, sixty dollars; (14) filing application of foreign limited
liability company for amended certificate of registration to transact business in this state
and issuing amended certificate of registration, sixty dollars; (15) filing application for
withdrawal of foreign limited liability company and issuing certificate of withdrawal,
sixty dollars; (16) filing an annual report, ten dollars.
(b) Miscellaneous charges: (1) At the time of any service of process on the Secretary
of the State as statutory agent of a limited liability company, which amount may be
recovered as taxable costs by the party to the suit or action causing such service to be
made if such party prevails in the suit or action, the plaintiff in the process so served
shall pay twenty-five dollars; (2) for preparing and furnishing a copy of any document,
instrument or paper filed or recorded relating to a limited liability company: For each
copy of each such document thereof regardless of the number of pages, twenty dollars;
for affixing his certification thereto, five dollars; (3) for the issuance of a certification
of legal existence of a domestic limited liability company, twenty-five dollars; (4) for
the issuance of a certificate of legal existence which certificate may reflect any and all
changes of limited liability company names and the dates of filing thereof, twenty-five
dollars; (5) for the issuance of a certificate of legal existence reflecting articles effecting
fundamental changes to articles of organization and the date or dates of filing thereof,
fifty dollars; and (6) for other services for which fees are not provided by the general
statutes, the Secretary of the State may charge such fees as will in his judgment cover
the cost of the services provided.
(c) The tax imposed under chapter 219 shall not be imposed upon any transaction
for which a fee is charged under the provisions of this section.
(P.A. 93-267, S. 70; P.A. 94-123, S. 7; 94-217, S. 31, 40.)
History: P.A. 94-123 amended Subsec. (a) to specify in Subdiv. (1) that the fee for filing an application to cancel a
reserved limited liability company name shall be thirty dollars; P.A. 94-217 amended Subsec. (a) to delete Subdiv. (9) re
fee of thirty dollars for filing articles of abandonment or merger or consolidation, renumber former Subdivs. (10), (11)
and (12) as Subdivs. (9), (10) and (11), respectively, and add new Subdiv. (12) re fee of sixty dollars for filing a certificate
of reinstatement and Subdiv. (16) re fee of ten dollars for filing an annual report, effective January 1, 1995.
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(P.A. 93-267, S. 73; P.A. 97-70, S. 3, 11.)
History: P.A. 97-70 replaced "the classification under 26 C.F.R. Section 301.7701-2" with "the classification for federal
tax purposes", effective May 27, 1997.
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FORMATION AND POWERS
(b) A limited liability company may be formed to render professional services provided: (1) Each member of the limited liability company must be licensed or otherwise
authorized by law in this state or any other jurisdiction to render such professional
services; (2) the limited liability company will render only one specific type of professional services and services ancillary to them and may not engage in any business other
than the rendering of professional services for which it was formed to render and services
ancillary to them; and (3) the limited liability company may render its professional
services in this state only through its members, managers, employees and agents who
are licensed or otherwise legally authorized to render such professional services within
this state.
(c) A limited liability company may be formed to render professional services rendered by members of two or more of the following professions: Psychology, marital
and family therapy, social work, nursing and psychiatry; provided (1) each member of
the limited liability company must be licensed or otherwise authorized by law in this
state or any other jurisdiction to render any of the types of professional services specified
in this subsection, (2) the limited liability company will render only the types of professional services specified in this subsection and services ancillary to them and may not
engage in any business other than the rendering of professional services for which it
was formed to render and services ancillary to them, and (3) the limited liability company
may render its professional services in this state only through its members, managers,
employees and agents who are licensed or otherwise legally authorized to render any
of the types of professional services specified in this subsection within this state.
(d) No limited liability company formed under sections 34-100 to 34-242, inclusive,
shall have power to transact in this state the business of a telegraph company, gas,
electric, electric distribution or water company, or cemetery corporation, or of any company, except a telephone company, requiring the right to take and condemn lands or to
occupy the public highways of this state.
(e) No limited liability company may be formed under sections 34-100 to 34-242,
inclusive, for the purpose of transacting the business of an insurance company or a surety
or indemnity company, unless (1) it is an affiliate of an insurance company chartered
by, incorporated, organized or constituted within or under the laws of this state; and (2)
at the time of the filing of its articles of organization, there is also filed a certificate issued
by the Insurance Commissioner pursuant to section 33-646 authorizing the formation of
the limited liability company. No limited liability company formed under sections 34-
100 to 34-242, inclusive, shall have power to transact in this state the business of any
insurance company or a surety or indemnity company until it has procured a license
from the Insurance Commissioner in accordance with the provisions of section 38a-41.
(f) Nothing in sections 34-100 to 34-242, inclusive, shall be construed to authorize
a limited liability company formed under said sections to transact any business except
in compliance with any laws of this state regulating or otherwise applying to the same.
The provisions of sections 34-100 to 34-242, inclusive, shall govern all limited liability
companies, except that where by law special provisions are made in the case of a designated class or classes of limited liability companies governing the limited liability company procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state or otherwise prescribing the
conduct of such limited liability companies, such procedure, power, action or conduct
shall be governed by such special provisions whether or not such limited liability companies are formed under said sections.
(g) Nothing in this section shall prohibit the formation of a limited liability company
under sections 34-100 to 34-242, inclusive, for the transaction of any business or for
the promotion of any purpose in any other state if not prohibited by the laws thereof.
(P.A. 93-267, S. 8; P.A. 94-217, S. 3, 40; P.A. 96-254, S. 6, 10; 96-271, S. 185, 254; P.A. 98-28, S. 111, 117.)
History: P.A. 94-217 amended Subsec. (e) to insert language inadvertently omitted re governing law, effective October
1, 1994, and applicable to limited liability companies formed on or after October 1, 1993; P.A. 96-254 made a technical
change in Subsec. (b) and inserted new Subsec. (c) authorizing the formation of a limited liability company to render
professional services rendered by members of two or more of the professions of psychology, marital and family therapy,
social work, nursing and psychiatry and setting forth the conditions for such formation, relettering the remaining Subsecs.
accordingly, effective July 1, 1996; P.A. 96-271 amended Subsec. (d) to replace reference to Sec. 33-286a with Sec. 33-
646, effective January 1, 1997; P.A. 98-28 amended Subsec. (d) by adding electric distribution companies, effective July
1, 1998.
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(P.A. 93-267, S. 10; P.A. 94-217, S. 4.)
History: P.A. 94-217 replaced "person" and "persons" with "organizer" and "organizers", respectively, added provision
requiring the preparation of a writing setting forth the name and residence address of initial members and, if applicable,
the name and residence address of initial managers and added provision stating that the organizer or organizers have no
obligation to make filings identifying the members or any managers but that the limited liability company is required to
maintain a record of the members and any managers.
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(P.A. 93-267, S. 11; P.A. 94-217, S. 7; P.A. 97-70, S. 4, 11.)
History: P.A. 94-217 added a new Subdiv. (5) re the principal office address and a new Subdiv. (6) re an appointment
of a statutory agent for service of process, redesignated former Subdiv. (5) as Subdiv. (7) and amended said Subdiv. to
replace "members" with "organizer or organizers"; P.A. 97-70 deleted former Subdiv. (2) that had required the articles to
set forth the latest date upon which the limited liability company is to dissolve, renumbering the remaining Subdivs.
accordingly, effective May 27, 1997.
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(b) The articles of organization may be amended in any and as many respects as may
be desired, so long as the articles of organization as amended contain only provisions
that may be lawfully contained in articles of organization at the time of making the
amendment.
(c) Articles of organization may be restated at any time. Restated articles of organization shall be filed with the Secretary of the State and shall be specifically designated
as such in the heading and shall state either in the heading or in an introductory paragraph
the limited liability company's present name and the date of the filing of its articles
of organization. Unless the articles of organization provide otherwise, the articles of
organization may be amended by a vote of a majority in interest of the members.
(P.A. 93-267, S. 12; P.A. 94-217, S. 8.)
History: P.A. 94-217 amended Subsec. (a) to delete the requirement that the articles of amendment set forth the date
the articles of organization were filed and amended Subsec. (c) to replace "more than one-half by number" with "a majority
in interest".
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(b) The articles of organization stamped "filed" and marked with the filing date
is conclusive evidence that all conditions precedent required to be performed by the
organizers have been complied with and that the limited liability company has been
legally organized and formed under sections 34-100 to 34-242, inclusive.
(P.A. 93-267, S. 15.)
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(b) A limited liability company shall have power to and may sue and be sued and
make and use a common seal and alter the same at pleasure.
(c) Except to the extent otherwise provided in, and subject to the limitations contained in, its articles of organization or in any law affecting it, a limited liability company
shall have power to and may: (1) Take property of any description or any interest therein,
by gift, devise or bequest; (2) make donations for the public welfare or for charitable,
scientific or educational purposes; and (3) invest its funds not currently needed in its
business.
(d) Except to the extent otherwise provided in, and subject to the limitations contained in its articles of organization or in any law affecting it, a limited liability company
shall have power to and may, in carrying out the purposes stated in its articles of organization: (1) Acquire, by purchase or otherwise hold, sell, convey and exercise any and all
rights of ownership or interest in or to any real or personal property whatsoever, including, without limitation, shares, securities and any other interest in or obligation of other
corporations or associations, individuals or governmental units; (2) borrow money, issue
promissory notes, bonds or other evidence of indebtedness and secure the same by
mortgage, pledge or other form of security on any or all of its real or personal property
or an interest therein; (3) make contracts, including contracts of guaranty or suretyship
or other similar financial arrangements and give security therefor; (4) enter into any
arrangement with others for the sharing of profits and losses or for any union of interest
with respect to any transaction, operation or venture which the limited liability company
has power to conduct by itself even if such arrangement involves sharing or delegation
of control of such transaction, operation or venture to others; (5) carry on business in
any place where such business is carried on; and (6) exercise all legal powers necessary
or convenient to effect any or all of the purposes stated in its articles of organization,
whether or not such powers are set forth in its articles of organization.
(e) In the time of war or other national emergency, a limited liability company shall
have power to do any lawful business in aid thereof, notwithstanding the business or
purposes set forth in its articles of organization, at the request or direction of any apparently authorized governmental authority.
(P.A. 93-267, S. 9.)
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RELATIONS OF MEMBERS AND MANAGERS
TO PERSONS DEALING WITH THE LIMITED LIABILITY COMPANY
(b) If the articles of organization provide that management of the limited liability
company is vested in a manager or managers: (1) No member, solely by reason of being
a member, is an agent of the limited liability company; and (2) every manager is an
agent of the limited liability company for the purpose of its business or affairs, and the
act of any manager, including, but not limited to, the execution in the name of the limited
liability company of any instrument, for apparently carrying on in the usual way the
business or affairs of the limited liability company of which he is a manager binds the
limited liability company, unless the manager so acting has, in fact, no authority to act
for the limited liability company in the particular matter and the person with whom he
is dealing has knowledge of the fact that the manager has no such authority.
(c) An act of a manager or member which is not apparently for the carrying on in
the usual way the business or affairs of the limited liability company does not bind the
limited liability company, unless authorized in accordance with the operating agreement,
at the time of the transaction or at any other time.
(d) An act of a manager or member in contravention of a restriction on authority shall
not bind the limited liability company to persons having knowledge of the restriction.
(P.A. 93-267, S. 16.)
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(b) If the articles of organization provide that management of the limited liability
company is vested in a manager or managers: (1) An admission or representation made
by a manager concerning the business or affairs of a limited liability company within
the scope of his authority as provided for by sections 34-100 to 34-242, inclusive, is
evidence against the limited liability company; and (2) the admission or representation
of any member, acting solely in his capacity as a member, shall not constitute such
evidence.
(P.A. 93-267, S. 17.)
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(b) If the articles of organization provide that management of the limited liability
company is vested in a manager or managers: (1) Notice to any manager of any matter
relating to the business or affairs of the limited liability company, and the knowledge
of the manager acting in the particular matter, acquired while a manager or known at
the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated it to the acting manager, operate as notice
to or knowledge of the limited liability company, except in the case of a fraud on the
limited liability company committed by or with the consent of that manager; and (2)
notice to or knowledge of any member of a limited liability company while such member
is acting solely in his capacity as a member is not notice to or knowledge of the limited
liability company.
(P.A. 93-267, S. 18.)
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(b) Nothing contained in sections 34-100 to 34-242, inclusive, shall be interpreted
to abolish, repeal, modify, restrict or limit the law in effect on October 1, 1993, in
this state applicable to the professional relationship and liabilities between the person
furnishing the professional services and the person receiving such professional service
and to the standards for professional conduct; provided any member, manager, agent
or employee of a limited liability company rendering professional services formed under
sections 34-100 to 34-242, inclusive, shall be personally liable and accountable only
for negligent or wrongful acts or misconduct committed by him, or by any person under
his direct supervision and control, while rendering professional services on behalf of
the limited liability company to the person for whom such professional services were
being rendered; and provided further the personal liability of members of a limited
liability company rendering professional services formed under sections 34-100 to 34-
242, inclusive, in their capacity as members of such limited liability company, shall be
no greater in any aspect than that of a shareholder who is an employee of a corporation
formed under chapter 601. A limited liability company rendering professional services
shall be liable up to the full value of its property for any negligent or wrongful acts or
misconduct committed by any of its members, managers, agents or employees while they
are engaged on behalf of the limited liability company in the rendering of professional
services.
(P.A. 93-267, S. 19; P.A. 96-271, S. 186, 254.)
History: P.A. 96-271 amended Subsec. (b) to replace reference to Ch. 599 with Ch. 601, effective January 1, 1997.
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(P.A. 93-267, S. 20.)
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RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
(b) The organizer or organizers may, in the articles of organization, and the members
may, in any amendment to the articles of organization, vest management of the business,
property and affairs of a limited liability company in a manager or managers.
(c) The operating agreement of a limited liability company may contain any provisions for the regulation and management of its affairs, including provisions for the
appointment or designation of officers by the members, if management of a limited
liability company is vested in its member or members, or by the managers, if management of a limited liability company is vested in a manager or managers, which are not
inconsistent with law, the articles of organization or any provisions of sections 34-100
to 34-242, inclusive. If the limited liability company has only one member, the operating
agreement may be adopted by such member and the limited liability company or may
be a statement adopted by such member.
(d) If the management of a limited liability company is vested in a manager or
managers, the operating agreement may set forth the number and qualification of the
managers and the manner in which the managers are designated or elected, removed
and replaced. Unless otherwise provided in the operating agreement or sections 34-
100 to 34-242, inclusive: (1) Managers need not be members or natural persons; (2)
designation or election of managers to fill initial positions or vacancies shall be by the
vote of a majority in interest of the members; (3) any or all managers may be removed,
with or without cause, by the vote of a majority in interest of the members; and (4)
managers shall hold office until their successors are elected and qualified, unless removed as provided in subdivision (3) of this subsection. The operating agreement may
provide that any class or group of members is entitled to designate or elect one or more
managers. If the operating agreement provides that any class or group of members is
entitled to designate or elect one or more managers, the vote of a majority in interest of
the members in that class or group shall be required to fill any vacancies in manager
positions designated or elected by such class or group of members.
(P.A. 93-267, S. 21; P.A. 94-217, S. 10; P.A. 99-133.)
History: P.A. 94-217 amended Subsec. (b) to replace "Members" with "The organizer or organizers" and provide that
"the members may, in any amendment to the articles of organization," vest management in a manager or managers, and
amended Subsec. (d) to rearrange the provisions and replace "majority vote of the members" with "the vote of a majority
in interest of the members", where appearing; P.A. 99-133 amended Subsec. (c) to provide that the operating agreement
may include provisions for the appointment or designation of officers by the members, if management of a limited liability
company is vested in its member or members, or by the managers, if management of a limited liability company is vested
in a manager or managers and to add provision that if the limited liability company has only one member, the operating
agreement may be adopted by such member and the limited liability company or may be a statement adopted by such
member.
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(b) In discharging his duties under section 34-140 and the operating agreement, a
member or manager is entitled to rely on information, opinions, reports or statements,
including, but not limited to, financial statements or other financial data, if prepared or
presented by: (1) One or more employees of the limited liability company whom he
reasonably believes to be reliable and competent in the matter presented; (2) legal counsel, public accountants or other persons, as to matters he reasonably believes are within
the person's professional or expert competence; or (3) a committee of members of which
he is not a constituent if he reasonably believes the committee merits confidence.
(c) A member or manager is not acting in good faith if he has knowledge concerning
the matter in question that makes any reliance otherwise permitted by subsection (b) of
this section unwarranted.
(d) In discharging his duties under section 34-140 and the operating agreement, a
member or manager shall not be liable to the limited liability company or to any other
member for actions or failures to act based on his good faith reliance on the provisions
of the operating agreement.
(e) Unless otherwise provided in writing in the articles of organization or the operating agreement, every member and manager must account to the limited liability
company and hold as trustee for it any profit or benefit derived by that person, without the
consent of more than one-half by number of the disinterested managers or the majority in
interest of the disinterested members, from (1) any transaction connected with the conduct or winding up of the limited liability company or (2) any use by the member or
manager of its property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the person as a
result of his status as a member or manager.
(P.A. 93-267, S. 22; P.A. 94-217, S. 11.)
History: P.A. 94-217 amended Subsec. (e) to add provision "Unless otherwise provided in writing in the articles of
organization or the operating agreement," and replace "more than one-half by number of the disinterested managers or
members" with "more than one-half by number of the disinterested managers or the majority in interest of the disinterested
members".
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(b) Except as provided in writing in the articles of organization or operating
agreement, the affirmative vote, approval or consent of at least two-thirds in interest of
the members shall be required to: (1) Amend a written operating agreement, or (2)
authorize a manager, member or other person to do any act on behalf of the limited
liability company that contravenes a written operating agreement, including any written
provision thereof which expressly limits the purpose, business or affairs of the limited
liability company or the conduct thereof.
(P.A. 93-267, S. 23; P.A. 94-217, S. 12.)
History: P.A. 94-217 amended Subsec. (a) to replace "more than one-half by number of the members" with "a majority
in interest of the members" and amended Subsec. (b) to replace "at least two-thirds of the members" with "at least two-
thirds in interest of the members".
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(P.A. 93-267, S. 24.)
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(b) A limited liability company may keep at its principal place of business, or at
such other location as may be stated in the operating agreement, a writing or writings
setting forth the amount of cash, if any, and a statement of the agreed value of other
property or services contributed by each member and the times at which or events upon
the happening of which additional contributions are to be made by each member, and
any such writings on file shall constitute presumptive evidence as to the value of the
member contributions described therein.
(c) During ordinary business hours a member may, at the member's own expense,
inspect and copy upon reasonable request any limited liability company record, wherever such record is located.
(d) Members, if management of the limited liability company is vested in the members, or managers, if management of the limited liability company is vested in managers,
shall render, to the extent the circumstances render it just and reasonable, true and full
information of all things affecting the members to any member and to the legal representative of any deceased member or of any member under legal disability.
(e) Failure of the limited liability company to keep or maintain any of the records
or information required pursuant to this section shall not be grounds for imposing liability on any member or manager for the debts and obligations of the limited liability
company.
(P.A. 93-267, S. 25; P.A. 94-217, S. 13.)
History: P.A. 94-217 amended Subsec. (a) to replace "Unless otherwise provided in writing in an operating agreement,
a limited liability company shall keep at its principal place of business the following" with "A limited liability company
shall keep at its principal place of business, or at such other location as may be stated in the operating agreement, the
following" and deleted Subdiv. (5) re a writing setting forth the contributions of cash, property and services by each member
and Subdiv. (6) re a writing stating events, if any, upon the happening of which the limited liability company is to be
dissolved and its affairs wound up, renumbering the remaining Subdiv. accordingly, and added new Subsec. (b) to authorize
a limited liability company to keep a writing setting forth the contributions of cash, property and services by each member
similar to the provisions of former Subsec. (a)(5) except that the keeping of the writing is discretionary, rather than mandatory, and "any such writings on file shall constitute presumptive evidence as to the value of the member contributions
described therein", relettering the remaining Subsecs. accordingly.
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FINANCE
(P.A. 93-267, S. 26.)
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(b) Except as provided in the operating agreement, a member is obligated to the
limited liability company to perform any enforceable promise to contribute cash or
property or to perform services, even if the member is unable to perform because of
death, disability or other reason.
(c) If a member does not make the required contribution of property or services,
the member is obligated, at the option of the limited liability company, to contribute
cash equal to that portion of value of the stated contribution that has not been made.
(d) Unless otherwise provided in the operating agreement, the obligation of a member to make a contribution may be compromised only with the unanimous consent of
the members.
(P.A. 93-267, S. 27.)
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(P.A. 93-267, S. 28; P.A. 94-217, S. 14.)
History: P.A. 94-217 deleted provision that the value of a member's contributions was the value "as stated in the limited
liability company's records required to be kept pursuant to section 34-127", reflecting the deletion of said requirement in
Sec. 34-127 by the same public act.
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DISTRIBUTIONS
(P.A. 93-267, S. 29; P.A. 94-217, S. 15.)
History: P.A. 94-217 deleted provision that the value of a member's contributions was the value "as stated in the limited
liability company's records required to be kept pursuant to section 34-127", reflecting the deletion of said requirement in
Sec. 34-127 by the same public act.
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(b) Notwithstanding any provision of subsection (a) of this section, distributions to
members upon an event of dissociation occurring in limited liability companies formed
under the laws of this state prior to May 27, 1997, shall, unless the members unanimously
include a provision in a written operating agreement expressly adopting the provisions
of subsection (a) of this section, be determined in accordance with the provisions of this
section in effect prior to May 27, 1997.
(P.A. 93-267, S. 30; P.A. 94-217, S. 16, 40; P.A. 97-70, S. 5, 11.)
History: P.A. 94-217 provided that a dissociating member's right to receive the fair value of his interest in the limited
liability company also occurs if the operating agreement does not provide "the manner of payment of the distribution",
effective October 1, 1994, and applicable to limited liability companies formed on or after October 1, 1993; P.A. 97-70
designated existing provisions as Subsec. (a) and amended said Subsec. to delete requirement that the event of dissociation
be one "which does not cause dissolution" and replace the provision entitling a dissociating member to the fair value of
his interest in the company with provision that, unless otherwise provided, the dissociating member is not entitled to
payment for his interest in the company and, beginning on the date of dissociation, has only the rights of an assignee of
the member's interest in the company and is no longer a member of the company and added new Subsec. (b) re method
of determining distributions to members upon an event of dissociation occurring in companies formed prior to May 27,
1997, effective May 27, 1997.
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(P.A. 93-267, S. 31.)
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(P.A. 93-267, S. 32.)
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OWNERSHIP AND TRANSFER OF PROPERTY
(b) Property may be acquired, held and conveyed in the name of the limited liability
company. Any interest in real property may be acquired in the name of the limited
liability company and title to any interest so acquired shall vest in the limited liability
company itself rather than in the members individually.
(P.A. 93-267, S. 33.)
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(b) Property of the limited liability company held in the name of one or more members or managers with an indication in the instrument transferring the property to them
of their capacity as members or managers of a limited liability company, or of the existence of a limited liability company, if the name of the limited liability company is not
indicated, may be transferred by an instrument of transfer executed by the persons in
whose name title is held.
(c) Property transferred under subsections (a) and (b) of this section may be recovered by the limited liability company if it proves that the execution of the instrument of
transfer did not bind the limited liability company under section 34-130, unless the
property has been transferred by the initial transferee or a person claiming through the
initial transferee to be a subsequent transferee who gives value without having notice
that the person who executed the instrument of initial transfer lacked authority to bind
the limited liability company.
(d) Property of the limited liability company held in the name of one or more persons
other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited
liability company or of the existence of a limited liability company may be transferred
free of any claims of the limited liability company or the members by the persons in
whose name title is held to a transferee who gives value without having notice that it is
property of a limited liability company.
(e) If the articles of organization provide that management of the limited liability
company is vested in a manager or managers: (1) Title to property of the limited liability
company that is held in the name of the limited liability company may be transferred
by an instrument of transfer executed by any manager in the name of the limited liability
company; and (2) a member, acting solely in his capacity as a member, shall not have
such authority.
(P.A. 93-267, S. 34.)
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(P.A. 93-267, S. 35.)
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(b) An operating agreement may provide that a member's limited liability company
interest may be evidenced by a certificate of membership interest issued by the limited
liability company and may also provide for the assignment or transfer of any membership
interest represented by such a certificate and make other provisions with respect to such
certificates.
(c) Unless otherwise provided in an operating agreement, the pledge of, or granting
of a security interest, lien or other encumbrance in or against, any or all of the limited
liability company membership interest of a member is not an assignment and shall not
cause the member to cease to be a member or to cease to have the power to exercise
any rights or powers of a member.
(P.A. 93-267, S. 36; P.A. 96-254, S. 7, 10.)
History: P.A. 96-254 amended Subsec. (a) to add reference to Subsec. (c) of Sec. 34-119, effective July 1, 1996.
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(P.A. 93-267, S. 37.)
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(b) An assignee who becomes a member has, to the extent assigned, the rights and
powers, and is subject to the restrictions and liabilities, of a member under the articles
of organization, any operating agreement and the provisions of sections 34-100 to 34-
242, inclusive. An assignee who becomes a member also is liable for any obligations
of the assignor to make contributions under section 34-151. The assignee is not obligated
for liabilities of which the assignee had no knowledge at the time the assignee became
a member and which could not be ascertained from any written records of the limited
liability company kept pursuant to section 34-144.
(c) Whether or not an assignee of a membership interest becomes a member, the
assignor is not released from his liability to the limited liability company under section
34-151, unless otherwise provided in writing in the operating agreement or unless the
other members unanimously consent.
(d) Except as otherwise provided in writing in the operating agreement, a member
who assigns his entire limited liability company membership interest ceases to be a
member or to have the power to exercise any rights of a member when any assignee of
his interest becomes a member with respect to the assigned interest.
(P.A. 93-267, S. 38; P.A. 94-217, S. 17, 40; P.A. 96-254, S. 8, 10; P.A. 97-70, S. 6, 11.)
History: P.A. 94-217 amended Subsec. (a) by replacing the requirement in Subdiv. (2) that "at least a majority in interest
of the members consent" with "unless otherwise provided in writing in an operating agreement, at least a majority in
interest of the members, other than the assignor, consent", effective October 1, 1994, and applicable to limited liability
companies formed on or after October 1, 1993; P.A. 96-254 amended Subsec. (a) to add reference to Subsec. (c) of Sec.
34-119, effective July 1, 1996; P.A. 97-70 amended Subsec. (a) to add new Subdiv. (3) providing that if the limited liability
company has only one member, an assignee may become a member if the assignor gives the assignee the right to become
a member, effective May 27, 1997.
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(b) Subject to subsections (b) and (c) of section 34-119, if a limited liability company
has only one member and an event of dissociation occurs, other than an event of dissociation as provided in subparagraph (B) of subdivision (3) of subsection (a) of section 34-
180, the legal representative or other successor in interest may, at the election of such
legal representative or other successor in interest, become a member.
(P.A. 93-267, S. 39; P.A. 97-70, S. 7, 11.)
History: P.A. 97-70 designated existing provisions as Subsec. (a) and amended said Subsec. to make provisions subject
to Subsec. (b) and added new Subsec. (b) re circumstances when the legal representative or other successor in interest may
become a member if the limited liability company has only one member and an event of dissociation occurs, effective May
27, 1997.
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ADMISSION AND WITHDRAWAL OF MEMBERS
(b) The effective time of admission of a member to a limited liability company shall
be the later of: (1) The date the limited liability company is formed; or (2) the time
provided in the operating agreement, or if no such time is provided therein, when the
person's admission is reflected in the records of the limited liability company.
(P.A. 93-267, S. 40; P.A. 94-217, S. 18, 40; P.A. 96-254, S. 9, 10.)
History: P.A. 94-217 amended Subsec. (a) to correct statutory reference in Subdiv. (2), effective October 1, 1994, and
applicable to limited liability companies formed on or after October 1, 1993; P.A. 96-254 amended Subsec. (a) to add
reference to Subsec. (c) of Sec. 34-119, effective July 1, 1996.
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(b) The members may provide in writing in the operating agreement for other events
the occurrence of which result in a person ceasing to be a member of the limited liability
company.
(c) Unless the operating agreement provides in writing that a member has no power
to withdraw by voluntary act from a limited liability company, the member may do so
at any time by giving thirty days' written notice to the other members, or such other
notice as provided for in writing in the operating agreement. If the member has the
power to withdraw but the withdrawal is a breach of the operating agreement, or the
withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited
liability company may recover from the withdrawing member damages for breach of
the operating agreement or as a result of the wrongful conduct, including the reasonable
cost of obtaining replacement of the services the withdrawn member was obligated to
perform and may offset the damages against the amount otherwise distributable to such
member, in addition to pursuing any remedies provided for in the operating agreement
or otherwise available under applicable law. Unless otherwise provided in the operating
agreement, in the case of a limited liability company for a definite term or particular
undertaking, a withdrawal by a member before the expiration of that term or the completion of that undertaking is a breach of the operating agreement.
(P.A. 93-267, S. 41; P.A. 94-217, S. 19; P.A. 97-70, S. 8, 11.)
History: P.A. 94-217 amended Subsec. (a) to replace in Subdiv. (3)(b) "when the member assigns all of his interest in
the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their
interests" with "when the member assigns all of his interest in the limited liability company with the written consent or
by an affirmative vote of a majority in interest of the members who have not assigned their interests"; P.A. 97-70 amended
Subsec. (a) to make provisions subject to Subsec. (b) of Sec. 34-173, effective May 27, 1997.
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SUITS BY AND AGAINST COMPANY
(P.A. 93-267, S. 62.)
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(b) In determining the vote required under section 34-142 for purposes of this section, the vote of any member or manager who has an interest in the outcome of the suit
that is adverse to the interest of the limited liability company shall be excluded.
(P.A. 93-267, S. 63; P.A. 94-217, S. 22.)
History: P.A. 94-217 amended Subsec. (a) to replace in Subdiv. (1) "the vote of more than one-half by number of
members" with "the vote of a majority in interest of the members".
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MERGER, CONSOLIDATION AND CONVERSION
(b) A limited liability company formed under sections 34-100 to 34-242, inclusive,
to render professional services shall merge or consolidate only with another domestic
limited liability company formed under said sections to render the same professional
service, and a merger or consolidation with any foreign limited liability company is
prohibited.
(P.A. 93-267, S. 64.)
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(b) After a merger or consolidation is authorized and approved, unless the plan of
merger or consolidation provides otherwise, and at any time before articles of merger
or consolidation as provided for in section 34-196 are filed, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the
procedure set forth in the plan of merger or consolidation or, if none is set forth, by the
unanimous consent of the members of each limited liability company that is a party to
the merger or consolidation, unless the operating agreement of any such limited liability
company provides otherwise.
(P.A. 93-267, S. 65; P.A. 94-217, S. 23.)
History: P.A. 94-217 amended Subsec. (a) to provide that approval be by the affirmative vote of at least two-thirds "in
interest" of the members.
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(b) The plan of merger or consolidation shall set forth: (1) The name of each limited
liability company in the merger or consolidation and the name of the surviving limited
liability company in a merger or the new limited liability company in a consolidation;
(2) the terms and conditions of the proposed merger or consolidation; (3) the manner
and basis of converting the interests in each limited liability company in the merger or
consolidation into interests of the surviving or new limited liability company or, in whole
or in part, into cash or other property; (4) in the case of a merger, such amendments to
the articles of organization of the surviving limited liability company as are desired to
be effected by the merger, or that no such changes are desired; (5) in the case of a
consolidation, all of the statements required to be set forth in the articles of organization
of any new limited liability company; and (6) such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.
(P.A. 93-267, S. 66.)
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(b) A merger or consolidation takes effect upon the later of the effective date of the
filing of the articles of merger or consolidation or the date set forth in the plan of merger
or consolidation.
(c) The articles of merger or consolidation shall be executed by a limited liability
company that is a party to the merger or consolidation in the manner provided for in
section 34-109, and shall be filed with the Secretary of the State in the manner provided
for in section 34-110.
(d) Articles of merger or consolidation shall act as articles of dissolution for a limited
liability company which is not the surviving or new limited liability company in the
merger or consolidation.
(e) A plan of merger or consolidation authorized and approved in accordance with
section 34-194 may effect any amendment to the operating agreement or effect the
adoption of a new operating agreement for a limited liability company if it is the surviving or new limited liability company in the merger or consolidation. Such a plan of
merger or consolidation may also provide that the operating agreement of any limited
liability company that is a party to the merger or consolidation, including a limited
liability company formed for the purpose of consummating a merger or consolidation,
shall be the operating agreement of the surviving or new limited liability company. Any
amendment to an operating agreement or adoption of a new operating agreement made
pursuant to this subsection shall be effective at the effective time or date of the merger
or consolidation. The provisions of this subsection shall not be construed to limit the
accomplishment of a merger or consolidation or of any of the matters referred to herein
by any other means provided for in an operating agreement or other agreement or as
otherwise permitted by law.
(P.A. 93-267, S. 67.)
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(1) The limited liability companies party to the plan of merger or consolidation shall
be a single limited liability company which, in the case of a merger, shall be the limited
liability company designated in the plan of merger as the surviving limited liability
company and, in the case of a consolidation, shall be the new limited liability company
provided for in the plan of consolidation.
(2) The separate existence of each limited liability company that is a party to the
plan of merger or consolidation, except the surviving or new limited liability company,
shall cease.
(3) The surviving or new limited liability company shall thereupon and thereafter
possess all the rights, privileges, immunities and powers of each of the merging or
consolidating limited liability companies and is subject to all the restrictions, disabilities
and duties of each of the merging or consolidating limited liability companies.
(4) All property, real, personal and mixed, and all debts due on whatever account,
including promises to make capital contributions, and all other choses in action, and all
and every other interest of or belonging to or due to each of the limited liability companies
shall be vested in the surviving or new limited liability company without further act
or deed.
(5) The title to all real estate, and any interest therein, vested in any such limited
liability company shall not revert or be in any way impaired by reason of such merger
or consolidation.
(6) The surviving or new limited liability company shall be responsible and liable
for all liabilities and obligations of each of the limited liability companies that were
merged or consolidated, and any claim existing or action or proceeding pending by or
against any limited liability company that was a party to the merger or consolidation
may be prosecuted as if such merger or consolidation had not taken place, or the surviving
or new limited liability company may be substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any limited liability
company that is a party to the merger or consolidation shall be impaired by the merger
or consolidation.
(8) The membership or other interests in a limited liability company that are to be
converted or exchanged into interests, cash, obligations or other property under the
terms of the plan of merger or consolidation are so converted, and the former holders
thereof are entitled only to the rights provided in the plan of merger or consolidation or
the rights otherwise provided by law.
(P.A. 93-267, S. 68.)
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(b) Upon a merger involving one or more domestic limited liability companies taking effect, if the surviving or new limited liability company is to be governed by the
laws of any state other than this state or by the laws of the District of Columbia or of
any foreign country, then the surviving or new limited liability company shall agree:
(1) That it may be served with process in this state in any proceeding for enforcement
of any obligation of any limited liability company party to the merger or consolidation
that was formed under the laws of this state, as well as for enforcement of any obligation
of the surviving or new limited liability company arising from the merger or consolidation; and (2) to irrevocably appoint the Secretary of the State as its agent for service of
process in any such proceeding and the surviving or new limited liability company shall
specify the address to which a copy of the process shall be mailed to it by the Secretary
of the State.
(c) The effect of such merger or consolidation shall be as provided in section 34-
197 if the surviving or new limited liability company is to be governed by the laws of
this state. If the surviving or new limited liability company is to be governed by the
laws of any jurisdiction other than this state, the effect of such merger or consolidation
shall be the same as provided in section 34-197, except as the laws of such other jurisdiction provide otherwise.
(P.A. 93-267, S. 69.)
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(b) The terms and conditions of a conversion of a general or limited partnership to
a limited liability company shall be approved by the partners in the manner provided
in the partnership agreement for amendments to the partnership agreement or, if no such
provision is made in a partnership agreement, by all the partners.
(P.A. 94-217, S. 5, 40; P.A. 96-77, S. 11, 17.)
History: P.A. 94-217 effective July 1, 1995; P.A. 96-77 amended Subsec. (a) to replace reference to "sections 34-39
to 34-81, inclusive," with "sections 34-300 to 34-434, inclusive," effective July 1, 1997.
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