CHAPTER 613
LIMITED LIABILITY COMPANIES

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. Interim notice of change of manager or member.
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. Survivor to be governed by laws of jurisdiction other than this state.
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. Interim notice of change of manager or member.
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.

PART I
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".

      (P.A. 93-267, S. 1.)

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      Sec. 34-101. Definitions. As used in sections 34-100 to 34-242, inclusive, unless the context otherwise requires:

      (1) "Address" means a location as described by the full street number, if any, street, city or town, state or county and not a mailing address such as a post office box.

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

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

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

      (5) "Electronic transmission" or "electronically transmitted" means any process of communication that is suitable for the retention, retrieval and reproduction of information by the recipient and which does not directly involve the physical transfer of paper.

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

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

      (8) "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.

      (9) "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.

      (10) "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.

      (11) "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.

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

      (13) "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.

      (14) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in section 34-179 and who have not disassociated from the limited liability company as provided in section 34-180.

      (15) "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.

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

      (17) "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.

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

      (19) "Party to a consolidation" means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.

      (20) "Party to a merger" means any domestic or foreign limited liability company or other entity that will merge under a plan of merger.

      (21) "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.

      (22) "Plan of merger" or "plan of consolidation" means a plan entered into pursuant to section 34-195.

      (23) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.

      (24) "Sign" or "signature" includes any manual, facsimile or conformed signature.

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

      (26) "Survivor" means, in a merger or consolidation, the limited liability company or other entity into which one or more other limited liability companies or other entities are merged or consolidated.

      (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; P.A. 01-157, S. 2; 01-188, S. 1; P.A. 03-18, S. 61; P.A. 04-175, S. 1; 04-257, S. 55.)

      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; P.A. 01-157 redefined "professional service" to include real estate brokers and insurance producers; P.A. 01-188 added new Subdiv. (5) defining "electronic transmission" or "electronically transmitted", added new Subdiv. (19) defining "sign" or "signature", and redesignated existing Subdivs. (5) to (17) as Subdivs. (6) to (18) and existing Subdiv. (18) as Subdiv. (20); P.A. 03-18 added new Subdivs. (16) and (18) to (20) defining "organizational documents", "other entity", "party to a consolidation" and "party to a merger", redesignated existing Subdivs. (16) and (18) to (20) as Subdivs. (21) and (23) to (25), added new Subdivs. (22) and (26) defining "plan of merger" or "plan of consolidation" and "survivor" and made a technical change, effective July 1, 2003; P.A. 04-175 amended Subdiv. (23) by adding reference to licensed or certified alcohol and drug counselors in definition of "professional service"; P.A. 04-257 made a technical change in Subdiv. (14), effective June 14, 2004.

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      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."

      (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, foreign limited partnership or foreign corporation authorized to transact business in this state; (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; or (4) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

      (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; P.A. 04-240, S. 13.)

      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; P.A. 04-240 amended Subsec. (b) by making technical changes and adding Subdiv. (4) re name of other entity carried on records of the Secretary of the State.

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      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.

      (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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      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: (1) A natural person who is a resident of this state; (2) a domestic corporation; (3) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a foreign limited liability company which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

      (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 addresses thereof; if the statutory agent is an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is an entity 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; P.A. 04-240, S. 14.)

      History: P.A. 04-240 amended Subsec. (a) by adding Subdivs. (4) to (9) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service and making conforming and technical changes and amended Subsec. (b) by making conforming changes re entity as agent for service and making technical changes.

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      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.

      (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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      Sec. 34-106. Annual report. Interim notice of change of manager or member. (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.

      (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; (2) the limited liability company's current principal office address; and (3) the name and respective business and residence addresses of a manager or a member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.

      (d) If the manager or member named in a limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.

      (e) 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; P.A. 01-188, S. 8; P.A. 04-240, S. 15.)

      History: P.A. 94-217 effective January 1, 1995; P.A. 01-188 amended Subsec. (c) to add Subdiv. (3) requiring annual report to set forth the name and respective business and residence addresses of a manager or member and authorizing the Secretary of the State for good cause shown to accept a business address in lieu of business and residence addresses and to specify that a showing of good cause includes, but is not limited to, a showing that public disclosure of the residence address of the manager or member may expose the personal security of such person to significant risk; P.A. 04-240 made conforming and technical changes in Subsec. (c), added new Subsec. (d) re interim notice of change of manager or member and redesignated existing Subsec. (d) as Subsec. (e).

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      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.

      (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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      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.

      (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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      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.

      (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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      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. The articles of organization or any other document required to be filed shall be typewritten or printed or, if authorized by the Secretary of the State, electronically transmitted. Unless the Secretary of the State determines that the document does not conform to the filing provisions of said sections, the Secretary of the State shall, when all required filing fees have been paid: (1) Endorse on each signed document "filed" and the date and time of its acceptance for filing; and (2) retain the signed document in the Secretary of the State's files.

      (b) When any document is required or permitted to be filed or recorded as provided in sections 34-100 to 34-242, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

      (c) 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; P.A. 01-188, S. 2.)

      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; P.A. 01-188 amended Subsec. (a) to add provision requiring the articles of organization or any other document required to be filed to be typewritten or printed or, if authorized by the Secretary of the State, electronically transmitted, replace "signed original of the document" and "signed original" with "signed document" and make technical changes for purposes of gender neutrality and add new Subsec. (b) authorizing the Secretary of the State for good cause to permit the filing or recording of a photostatic or other photographic copy of a document in lieu of the original instrument and providing that such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded, redesignating former Subsec. (b) as Subsec. (c).

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      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.

      (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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      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:

      (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; (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; and (17) filing an interim notice of change of manager or member, 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; P.A. 03-18, S. 62; P.A. 04-240, S. 16.)

      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; P.A. 03-18 amended Subsec. (a)(8) by deleting "per each limited liability company", effective July 1, 2003; P.A. 04-240 amended Subsec. (a) by adding Subdiv. (17) re fee for filing interim notice of change of manager or member.

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      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.

      (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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      Secs. 34-114 to 34-118. Reserved for future use.

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PART II
FORMATION AND POWERS

      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.

      (b) Except as otherwise provided in this subsection, 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. A limited liability company that will render professional services by licensed or certified alcohol and drug counselors may only be formed pursuant to subdivision (2) of subsection (c) of this section.

      (c) A limited liability company may be formed to render professional services rendered by members of two or more of the following professions: (1) Psychology, marital and family therapy, social work, nursing and psychiatry; or (2) medicine and surgery, occupational therapy, social work and alcohol and drug counseling; provided (A) 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 subdivision (1) or (2) of this subsection, (B) the limited liability company will render only the types of professional services specified in subdivision (1) or (2) of 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 (C) 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 subdivision (1) or (2) of 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; P.A. 04-175, S. 2.)

      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; P.A. 04-175 amended Subsecs. (b) and (c) by adding provisions re formation of limited liability companies to render professional services by licensed or certified alcohol and drug counselors and making conforming changes.

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      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 limited liability company shall maintain, pursuant to subsection (a) of section 34-144, a record of the members and any managers. In addition to the articles of organization, the organizer or organizers shall file with the Secretary of the State a writing containing the name and respective business and residence addresses of a manager or a member of the limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.

      (P.A. 93-267, S. 10; P.A. 94-217, S. 4; P.A. 01-188, S. 6.)

      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; P.A. 01-188 deleted provision that the "organizer or organizers shall have no obligation to make filings with the Secretary of the State identifying the members or any managers" and added provisions requiring the organizer or organizers to file a writing containing the name and respective business and residence addresses of a manager or member of the company, authorizing the Secretary of the State for good cause shown to accept a business address in lieu of business and residence addresses of such manager or member and providing that a showing of good cause includes, but is not limited to, a showing that public disclosure of the residence address of the manager or member may expose the personal security of such person to significant risk.

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      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.

      (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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      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.

      (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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      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.

      (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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      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.

      (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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      Secs. 34-125 to 34-129. Reserved for future use.

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PART III
RELATIONS OF MEMBERS AND MANAGERS
TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY

      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.

      (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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      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.

      (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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      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.

      (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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      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.

      (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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      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.

      (P.A. 93-267, S. 20.)

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      Secs. 34-135 to 34-139. Reserved for future use.

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PART IV
RIGHTS AND DUTIES OF MEMBERS AND MANAGERS

      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.

      (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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      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.

      (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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      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.

      (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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      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.

      (P.A. 93-267, S. 24.)

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      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.

      (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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      Secs. 34-145 to 34-149. Reserved for future use.

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PART V
FINANCE

      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.

      (P.A. 93-267, S. 26.)

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      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.

      (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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      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.

      (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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      Secs. 34-153 to 34-157. Reserved for future use.

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PART VI
DISTRIBUTIONS

      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.

      (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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      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.

      (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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      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.

      (P.A. 93-267, S. 31.)

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      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.

      (P.A. 93-267, S. 32.)

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      Secs. 34-162 to 34-166. Reserved for future use.

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PART VII
OWNERSHIP AND TRANSFER OF PROPERTY

      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.

      (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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      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.

      (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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      Sec. 34-169. Nature of membership interest. A limited liability company membership interest is personal property.

      (P.A. 93-267, S. 35.)

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      Sec. 34-170. Assignment of membership interest. (