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, member or manager.
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 domestic 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, member or manager. (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 date and hour of such receipt. Service made as provided in this section shall be effective as of such date and hour.

      (d) Notwithstanding subsections (a) and (b) of this section, 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 any member of the limited liability company in whom management of the limited liability company is vested or any manager of the limited liability company 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 member or manager or by leaving it at such member's usual place of abode in this state or, in the case of a manager who is a natural person, at such manager's usual place of abode in this state.

      (e) 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; P.A. 10-178, S. 1.)

      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; P.A. 10-178 amended Subsec. (c) to make technical changes, added new Subsec. (d) to authorize service on a member or manager and specify manner of such service and redesignated existing Subsec. (d) as Subsec. (e).

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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 added Subsec. (c)(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)(2) to replace "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, sixty dollars; (2) filing transfer of reserved limited liability company name, sixty dollars; (3) filing articles of organization, including appointment of statutory agent, one hundred twenty dollars; (4) filing change of address of statutory agent or change of statutory agent, fifty dollars; (5) filing notice of resignation of statutory agent in duplicate, fifty dollars; (6) filing amendment to articles of organization, one hundred twenty dollars; (7) filing restated articles of organization, one hundred twenty dollars; (8) filing articles of merger or consolidation, sixty dollars; (9) filing articles of dissolution by resolution, fifty dollars; (10) filing articles of dissolution by expiration, fifty dollars; (11) filing judicial decree of dissolution, fifty dollars; (12) filing certificate of reinstatement, one hundred twenty 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, one hundred twenty 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, one hundred twenty dollars; (15) filing application for withdrawal of foreign limited liability company and issuing certificate of withdrawal, one hundred twenty dollars; (16) filing an annual report, twenty dollars; and (17) filing an interim notice of change of manager or member, twenty 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 fifty 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, forty dollars; for affixing his certification thereto, fifteen dollars; (3) for the issuance of a certification of legal existence of a domestic limited liability company, fifty 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, fifty 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, one hundred 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; June Sp. Sess. P.A. 09-3, S. 373.)

      History: P.A. 94-123 amended Subsec. (a)(1) to specify in that fee for filing an application to cancel a reserved limited liability company name shall be $30; P.A. 94-217 deleted Subsec. (a)(9) re fee of $30 for filing articles of abandonment or merger or consolidation, renumbering former Subdivs. (10), (11) and (12) as Subdivs. (9), (10) and (11), respectively, and adding new Subdiv. (12) re fee of $60 for filing a certificate of reinstatement and Subdiv. (16) re fee of $10 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 added Subsec. (a)(17) re fee for filing interim notice of change of manager or member; June Sp. Sess. P.A. 09-3 increased fees in Subsecs. (a) and (b).

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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; (2) medicine and surgery, occupational therapy, social work and alcohol and drug counseling; and (3) medicine and surgery and chiropractic; 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), (2) or (3) of this subsection, (B) the limited liability company will render only the types of professional services specified in subdivision (1), (2) or (3) 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), (2) or (3) 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; P.A. 05-216, S. 3.)

      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; P.A. 05-216 amended Subsec. (c) to add and reference Subdiv. (3) re services rendered by members of the medicine, surgery and chiropractic professions.

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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, as 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; P.A. 06-196, S. 267.)

      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"; P.A. 06-196 made a technical change in Subsec. (b), effective June 7, 2006.

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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.

      Legislature did not limit common-law tort liability for corporate actors through adoption of Subsec. (b). 298 C. 124.

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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.)

      Corporate officer held personally responsible for his own tortious conduct. 275 C. 105. This section does not operate to deny plaintiffs' standing because proceeding was not against a limited liability company but rather against individual named insureds and third party beneficiaries under subject insurance policy. 294 C. 206.

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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. (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.

      (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 Sec. 34-119(c), effective July 1, 1996.

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      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.

      (P.A. 93-267, S. 37.)

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      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.

      (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)(2) by replacing requirement 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 Sec. 34-119(c), effective July 1, 1996; P.A. 97-70 added Subsec. (a)(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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      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.

      (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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      Secs. 34-174 to 34-178. Reserved for future use.

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PART VIII
ADMISSION AND WITHDRAWAL OF MEMBERS

      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.

      (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)(2) to correct statutory reference, 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 Sec. 34-119(c), effective July 1, 1996.

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      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.

      (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)(3)(b) to replace "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 Sec. 34-173(b), effective May 27, 1997.

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      Secs. 34-181 to 34-185. Reserved for future use.

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PART IX
SUITS BY AND AGAINST COMPANY

      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.

      (P.A. 93-267, S. 62.)

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      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.

      (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)(1) to replace "the vote of more than one-half by number of members" with "the vote of a majority in interest of the members".

      Subsec. (b):

      An individual's exclusion for an adverse interest in the outcome of the suit must pertain to the litigation in question for the vote, not another action pending with different parties and separate issues. 123 CA 416.


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      Secs. 34-188 to 34-192. Reserved for future use.

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PART X
MERGER, CONSOLIDATION AND CONVERSION

      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 domestic or foreign limited liability companies or one or more other entities formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, in a manner provided in sections 34-194 and 34-195.

      (b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections, a professional service corporation organized under chapter 594a or a partnership or limited liability partnership organized under chapter 614, if such company, corporation or partnership is organized to render the same professional service. A merger or consolidation of a limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services with any foreign limited liability company or foreign other entity is prohibited.

      (P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4.)

      History: P.A. 03-18 amended Subsec. (a) by adding provision re one or more other entities formed or organized under the laws of this state or any foreign country or other foreign jurisdiction or combination thereof and amended Subsec. (b) by replacing "formed" with "organized" and "shall merge" with "may merge", adding provisions re professional service corporation organized under chapter 594a or partnership or limited liability partnership organized under chapter 614, re limited liability company organized under Secs. 34-100 to 34-242, inclusive, to render professional services and re foreign other entity, and making technical changes, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger or consolidation with or into one or more "domestic or foreign" limited liability companies, effective May 10, 2004.

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      Sec. 34-194. Approval of merger or consolidation. (a) Unless otherwise provided in the articles of organization or the operating agreement, 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.

      (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; P.A. 03-18, S. 64.)

      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; P.A. 03-18 amended Subsec. (a) by adding provision re the operating agreement, effective July 1, 2003.

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      Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company or other entity 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.

      (b) The plan of merger or consolidation shall set forth: (1) The name of each limited liability company and other entity that is a party to the merger or consolidation and the name of the survivor 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 or other entity in the merger or consolidation into interests of the surviving or new limited liability company or other entity or, in whole or in part, into cash or other property; (4) in the case of a merger, such amendments to the organizational documents of the survivor 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 organizational documents of the survivor; and (6) such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable. If the merger or consolidation involves an other entity, a written plan of merger or consolidation that meets the requirements for merger or consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements for a plan of merger or consolidation under this section.

      (P.A. 93-267, S. 66; P.A. 03-18, S. 65.)

      History: P.A. 03-18 amended Subsec. (a) by adding provision re other entity and amended Subsec. (b) by adding provisions re other entity and re party to the merger or consolidation, replacing references to surviving limited liability company with references to survivor and references to articles of organization of the surviving or any new limited liability company with references to organizational documents of the survivor and adding provisions re plan of merger or consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003.

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      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 survivor shall deliver to the Secretary of the State for filing articles of merger or consolidation duly executed by each limited liability company and other entity that is a party thereto setting forth: (1) The name and jurisdiction of formation or organization of each limited liability company and other entity; (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 survivor; (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 and by each other entity in accordance with the applicable organizational documents of each other entity; (5) if the articles of organization of the survivor of the merger are amended, the amendments to such articles of organization or, if a new limited liability company is created as a result of the consolidation, the articles of organization of such new limited liability company; (6) that the plan of merger or consolidation is on file at a place of business of the survivor and the address thereof; and (7) that a copy of the plan of merger or consolidation will be furnished by the survivor, on request and without cost, to any person holding an interest in any limited liability company or other entity that is a party to the merger or consolidation.

      (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 each limited liability company or other entity that is a party to the merger or consolidation. The survivor shall file the articles of merger or consolidation with the Secretary of the State in the manner provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.

      (d) Articles of merger or consolidation shall act as articles of dissolution for a limited liability company which is not the survivor 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 survivor 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 survivor. 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 in this subsection 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; P.A. 03-18, S. 66.)

      History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and added provisions re other entity throughout, amended Subsec. (a) by adding provision re limited liability company and other entity that is a party to the merger or consolidation, adding provision in Subdiv. (4) re applicable organizational documents of each other entity, adding new Subdiv. (5) re amended or new articles of organization, and redesignating existing Subdivs. (5) and (6) as Subdivs. (6) and (7), amended Subsec. (c) by adding provisions re filing by survivor of articles of merger or consolidation as a condition of effectiveness of the merger or consolidation, deleting provision re execution in the manner provided for in Sec. 34-109 and making a technical change, and amended Subsec. (e) by making a technical change, effective July 1, 2003.

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      Sec. 34-197. Effect of merger or consolidation. Upon the effectiveness of a merger or consolidation:

      (1) The survivor shall be a limited liability company or other entity which, in the case of a merger, shall be the limited liability company or other entity designated in the plan of merger as the survivor and, in the case of a consolidation, shall be the new limited liability company or other entity provided for in the plan of consolidation.

      (2) The separate existence of each limited liability company or other entity that is a party to the plan of merger or consolidation, except the survivor, shall cease.

      (3) The survivor shall thereupon and thereafter possess all the rights, privileges, immunities and powers of each of the merging or consolidating limited liability companies or other entities and shall be subject to all the restrictions, disabilities and duties of each of the merging or consolidating limited liability companies or other entities.

      (4) Any 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 party to the merger or the consolidation shall be vested in the survivor without further act or deed.

      (5) The title to all real estate, and any interest therein, vested in any party to the merger or the consolidation shall not revert or be in any way impaired by reason of such merger or consolidation.

      (6) The survivor shall be responsible and liable for all liabilities and obligations of each of the limited liability companies or other entities that were merged or consolidated, and any claim existing or action or proceeding pending by or against any limited liability company or other entity that was a party to the merger or consolidation may be prosecuted as if such merger or consolidation had not taken place, or the survivor may be substituted in the action.

      (7) Neither the rights of creditors nor any liens on the property of any limited liability company or other entity 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 or other entity 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; P.A. 03-18, S. 67.)

      History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and added provisions re other entity throughout, amended Subdiv. (1) by replacing "limited liability companies party to the plan of merger or consolidation" with "survivor", amended Subdiv. (3) by replacing "is subject to" with "shall be subject to", amended Subdiv. (4) by replacing "All property" with "Any property" and replacing "each of the limited liability companies" with "each party to the merger or the consolidation", and amended Subdiv. (5) by replacing "any such limited liability company" with "any party to the merger or the consolidation", effective July 1, 2003.

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      Sec. 34-198. Survivor to be governed by laws of jurisdiction other than this state. (a) Upon a merger involving one or more domestic limited liability companies taking effect, if the survivor 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 survivor 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 or other entity 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 survivor of 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 survivor shall specify the address to which a copy of the process shall be mailed to it by the Secretary of the State.

      (b) The effect of such merger or consolidation shall be as provided in section 34-197 if the survivor is to be governed by the laws of this state. If the survivor 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; P.A. 03-18, S. 68.)

      History: P.A. 03-18 deleted former Subsec. (a) re merger or consolidation of domestic and foreign limited liability companies, redesignated existing Subsecs. (b) and (c) as new Subsecs. (a) and (b), replaced references to surviving or new limited liability company with references to survivor throughout and added provision re other entity in Subsec. (a)(1), effective July 1, 2003.

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      Sec. 34-199. Conversion of domestic general or limited partnership to limited liability company. (a) A domestic general partnership formed under or governed by the provisions of sections 34-300 to 34-434, inclusive, or a domestic limited partnership formed under or governed by 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.

      (b) The terms and conditions of a conversion of a domestic general partnership or domestic 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.

      (c) Notwithstanding the provisions of section 34-398, subsection (a) of this section governs any conversion of a domestic general partnership or domestic limited partnership to a limited liability company filed on or after July 1, 1997.

      (P.A. 94-217, S. 5, 40; P.A. 96-77, S. 11, 17; P.A. 06-57, S. 1.)

      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; P.A. 06-57 added "or governed by" in Subsec. (a), inserted references to "domestic" general and limited partnerships in Subsecs. (a) and (b) and added Subsec. (c) re conversions filed on or after July 1, 1997, effective May 8, 2006.

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      Sec. 34-200. Effect of conversion. (a) A general or limited partnership that has been converted to a limited liability company pursuant to section 34-199 shall be deemed for all purposes the same entity that existed before the conversion, except that the converted entity, its members and managers shall be governed solely by the provisions of sections 34-100 to 34-242, inclusive.

      (b) The conversion shall take effect upon the formation of the limited liability company as provided by section 34-123. Upon such effective date: (1) All property owned by the converting general or limited partnership remains vested in the converted entity; (2) all obligations of the converting general or limited partnership continue as obligations of the converted entity; (3) an action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred; (4) an action or proceeding pending against any person in such person's capacity as a general partner in a converting general or limited partnership may be continued as if the conversion had not occurred; and (5) all liabilities of any person in such person's capacity as a general partner in a converting general or limited partnership, notwithstanding the value of the assets of the converting general or limited partnership on such effective date, shall continue as liabilities of such person, except as may be provided in the operating agreement with respect to those liabilities of such person to other members of the limited liability company that has been converted pursuant to section 34-199.

      (c) In the case of a limited partnership that has been converted pursuant to section 34-199, the articles of organization filed pursuant to said section shall serve as a certificate of cancellation of the converting limited partnership pursuant to section 34-32a.

      (P.A. 94-217, S. 6, 40; P.A. 97-70, S. 9, 11.)

      History: P.A. 94-217 effective July 1, 1995; P.A. 97-70 amended Subsec. (b) to make the conversion take effect "upon the formation of the limited liability company" rather than "upon endorsement of the Secretary of the State", effective May 27, 1997.

      Subsec. (b):

      Conversion does not automatically allow converted entity to be a party in original entity's foreclosure action. 53 CA 785.


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      Secs. 34-201 to 34-205. Reserved for future use.

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PART XI
DISSOLUTION

      Sec. 34-206. Dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) At the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement; (2) unless otherwise provided in writing in the articles of organization or operating agreement, upon the affirmative vote, approval or consent of at least a majority in interest of the members; or (3) entry of a decree of judicial dissolution under section 34-207.

      (P.A. 93-267, S. 42; P.A. 96-89, S. 2; 96-180 S. 109, 166; P.A. 97-70, S. 10, 11.)

      History: P.A. 96-89 amended Subdiv. (3) to rephrase provisions, insert Subpara. indicators and add provision re manner in which the business of the limited liability company may be continued if there is only one remaining member; P.A. 96-180 reiterated insertion of Subpara. indicators in Subdiv. (3), effective June 3, 1996; P.A. 97-70 amended Subdiv. (2) to replace "written consent of at least a majority in interest of the members" with "unless otherwise provided in writing in the articles of organization or operating agreement, upon the affirmative vote, approval or consent of at least a majority in interest of the members" and deleted former Subdiv. (3) re dissolution upon an event of dissociation of a member, renumbering former Subdiv. (4) as Subdiv. (3), effective May 27, 1997.

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      Sec. 34-207. Judicial dissolution. On application by or for a member, the superior court for the judicial district where the principal office of the limited liability company is located may order dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.

      (P.A. 93-267, S. 43.)

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      Sec. 34-208. Winding up. (a) Except as otherwise provided in writing in the operating agreement, the business and affairs of the limited liability company may be wound up (1) by the members or managers who have authority pursuant to section 34-140 to manage the limited liability company prior to dissolution or (2) on application of any member or legal representative or assignee thereof, by the superior court for the judicial district where the principal office of the limited liability company is located, if one or more of the members or managers of the limited liability company have engaged in wrongful conduct, or upon other cause shown.

      (b) The persons winding up the business and affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company: (1) Prosecute and defend suits; (2) settle and close the business of the limited liability company; (3) dispose of and transfer the property of the limited liability company; (4) discharge the liabilities of the limited liability company; and (5) distribute to the members any remaining assets of the limited liability company.

      (P.A. 93-267, S. 44.)

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      Sec. 34-209. Agency powers of managers or members after dissolution. (a) Except as provided in subsection (c), (d) or (e) of this section, after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and affairs can bind the limited liability company: (1) By any act appropriate for winding up the limited liability company's business and affairs or completing transactions unfinished at dissolution; and (2) by any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.

      (b) The filing of articles of dissolution shall be presumed to constitute notice of dissolution for purposes of subdivision (2) of subsection (a) of this section.

      (c) An act of a member which is not binding on the limited liability company pursuant to subsection (a) of this section is binding if it is otherwise authorized by the limited liability company.

      (d) An act of a member which would be binding under subsection (a) of this section or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.

      (e) If the articles of organization vest management of the limited liability company in a manager or managers, a manager shall have the authority of a member provided in subsection (a) of this section, and no member shall have such authority if he is acting solely in the capacity of a member.

      (P.A. 93-267, S. 45.)

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      Sec. 34-210. Distribution of assets. Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company; (2) unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions under sections 34-158 and 34-159; and (3) unless otherwise provided in writing in an operating agreement, to members and former members, first, for the return of their contributions and second, respecting their membership interests, in proportions in which the members share in distributions under section 34-158.

      (P.A. 93-267, S. 46.)

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      Sec. 34-211. Articles of dissolution. After the dissolution of a limited liability company pursuant to section 34-206, the limited liability company shall file articles of dissolution in the office of the Secretary of the State which set forth: (1) The name of the limited liability company; (2) the reason for filing the articles of dissolution; (3) the effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon the filing; and (4) any other information the members or managers filing the articles of dissolution may determine.

      (P.A. 93-267, S. 47.)

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      Sec. 34-212. Known claims against dissolved limited liability company. (a) A dissolved limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to section 34-211 and following the procedures described in this section.

      (b) The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice shall: (1) Describe the information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the later of (A) the effective date of the written notice or (B) the filing of articles of dissolution pursuant to section 34-211, by which the dissolved limited liability company must receive the claim; and (4) state that the claim will be barred if not received by the deadline.

      (c) A claim against the dissolved limited liability company is barred if (1) a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved limited liability company by the deadline or (2) a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

      (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

      (P.A. 93-267, S. 48.)

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      Sec. 34-213. Unknown claims against dissolved limited liability company. (a) A dissolved limited liability company may publish a notice of dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.

      (b) The notice shall: (1) Be published once in a newspaper of general circulation in the county where the dissolved limited liability company's principal office is or was located, (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent, and (3) state that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

      (c) If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (b) of this section and files articles of dissolution pursuant to section 34-211, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution: (1) A claimant who did not receive written notice under section 34-212; (2) a claimant whose claim was timely sent to the dissolved limited liability company but not acted upon; (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

      (P.A. 93-267, S. 49.)

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      Sec. 34-214. Recovery for claims not barred. Any claim not barred pursuant to sections 34-212 and 34-213 may be enforced by a claimant, legal representative or assignee against: (1) The dissolved limited liability company to the extent of its undistributed assets, or (2) if the assets of a dissolved limited liability company have been distributed in liquidation, against one or more members of the dissolved limited liability company to the extent of their pro rata shares of the claim or the assets of the limited liability company distributed to them in liquidation, whichever is less, but no member's total liability for all claims under this section shall exceed the total amount of assets distributed to that member.

      (P.A. 93-267, S. 50.)

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      Sec. 34-215. Dissolution by forfeiture. (a) The Secretary of the State may effect the dissolution of a limited liability company by forfeiture as provided in this section.

      (b) Whenever it comes to the attention of the Secretary of the State that a limited liability company has failed to maintain a statutory agent for service, the Secretary of the State may notify such limited liability company by registered or certified mail or mail evidenced by a certificate of mailing addressed to such limited liability company at its principal office as last shown on his records that under the provisions of this section the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company within three months of the mailing of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default.

      (c) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of dissolution by forfeiture.

      (d) After filing the certificate of dissolution by forfeiture, the Secretary of the State shall: (1) Send a certified copy thereof to the delinquent limited liability company, by registered or certified mail or mail evidenced by a certificate of mailing addressed to such limited liability company at its principal office as last shown on his records and (2) cause notice of the filing of such certificate of dissolution by forfeiture to be published in two successive issues of the Connecticut Law Journal.

      (P.A. 94-217, S. 26, 40; P.A. 95-252, S. 24.)

      History: P.A. 94-217 effective January 1, 1995; P.A. 95-252 deleted former Subsec. (b) re dissolution by forfeiture of a limited liability company that is in default of filing its annual report, relettering the remaining Subsecs. accordingly, amended Subsec. (b), formerly Subsec. (c), to provide that the notice may be given by mail evidenced by a certificate of mailing and amended Subsec. (d), formerly Subsec. (e), to provide that a copy of the certificate may be sent by mail evidenced by a certificate of mailing.

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      Sec. 34-216. Reinstatement after dissolution. (a) At any time after dissolution, otherwise than by decree of court in any proceeding, a limited liability company may be reinstated as provided in this section.

      (b) Reinstatement proceedings shall conform, with such adaptations as are appropriate, to proceedings for dissolution by written consent of at least a majority in interest of the members, except that in the case of a limited liability company dissolved by expiration, such proceedings shall include appropriate amendment of the articles of organization.

      (c) If the name of the limited liability company to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment of the articles of organization.

      (d) A certificate of reinstatement conforming, with such adaptations as are appropriate, to the content requirements of a limited liability company's articles of organization shall be executed and filed with the office of the Secretary of the State as provided in section 34-109.

      (e) A certificate of reinstatement shall be accompanied by: (1) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by section 34-112, (2) an annual report for the current year and (3) an appointment of a statutory agent for service.

      (f) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the legal existence of the reinstated limited liability company shall commence and it shall be revested with its rights and powers under sections 34-100 to 34-242, inclusive. No action or proceeding, civil or criminal, to which the limited liability company is a party at the time of reinstatement shall be affected by such reinstatement except as the court shall, under the circumstances, determine. Any claim against the limited liability company barred as provided in section 34-213 and not otherwise barred, shall be relieved of such bar upon reinstatement of the limited liability company and the reinstated limited liability company shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.

      (P.A. 94-217, S. 27, 40; P.A. 95-252, S. 17.)

      History: P.A. 94-217 effective January 1, 1995; P.A. 95-252 amended Subsec. (a) to delete the three-year time limitation on reinstatement after dissolution.

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      Secs. 34-217 to 34-221. Reserved for future use.

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PART XII
FOREIGN LIMITED LIABILITY COMPANIES

      Sec. 34-222. Governing law. Subject to the Constitution of this state, the laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers and members. A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state.

      (P.A. 93-267, S. 51.)

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      Sec. 34-223. Registration with Secretary of the State. Before transacting business in this state, a foreign limited liability company shall register with the Secretary of the State. In order to register, a foreign limited liability company shall submit to the Secretary of the State an original signed copy of an application for registration as a foreign limited liability company executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by section 34-224 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited liability company; (5) a representation that the foreign limited liability company is a "foreign limited liability company", as defined in section 34-101; (6) the character of the business which the foreign limited liability company intends to transact in this state; and (7) the name and respective business and residence addresses of a manager or a member of the foreign 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 subdivision (7) 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 foreign limited liability company may expose the personal security of such manager or member to significant risk.

      (P.A. 93-267, S. 52; P.A. 01-188, S. 3, 7.)

      History: P.A. 01-188 added new Subdiv. (7) requiring the application 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, specified that a showing of good cause includes, but is not limited to, a showing that public disclosure of the residence address of a manager or member may expose the personal security of such person to significant risk and made technical changes in Subdivs. (5) and (6).

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      Sec. 34-224. Appointment of agent for service of process. (a) Each foreign limited liability company shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the foreign limited liability company shall agree that any process against it which is served on such agent shall be of the same legal force and validity as if served on the foreign limited liability company and that such appointment shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

      (b) A foreign limited liability company's agent for service upon whom process may be served shall be: (1) The Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (4) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (5) a domestic limited liability company; (6) a foreign limited liability company which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) 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; (9) a domestic statutory trust; or (10) 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.

      (c) A foreign limited liability company's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-223. A subsequent appointment of the Secretary of the State and his successors in office as a foreign limited liability company's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

      (d) A foreign limited liability company's appointment of a natural person or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-223. A foreign limited liability company's subsequent appointment of any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign limited liability company; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a member of the foreign limited liability company and, if other than the Secretary of the State, by the statutory agent therein appointed.

      (e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited liability company shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign limited liability company or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent 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 foreign limited liability company at the office designated in the application for registration filed pursuant to section 34-223. Upon the expiration of thirty days after the mailing of such notice, the resignation shall be effective. A foreign limited liability company may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.

      (P.A. 93-267, S. 53; P.A. 94-217, S. 20; P.A. 04-240, S. 17; P.A. 09-38, S. 4.)

      History: P.A. 94-217 amended Subsec. (b) to add in Subdiv. (3) "or limited liability company" and add Subdiv. (5) re a limited liability company not organized under the laws of this state and amended Subsec. (d) to add "or limited liability company" after "corporation", where appearing; P.A. 04-240 added Subsec. (b)(5) to (10) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service and made conforming changes, amended Subsec. (d) by making conforming changes re entities set forth in Subsec. (b) and made technical changes throughout; P.A. 09-38 amended Subsec. (e) to delete requirement that copy of the resignation statement mailed to foreign limited liability company be mailed "together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign limited liability company shall be deemed to have been revoked" and be sent "by certified mail", provide that resignation of agent for service is effective 30 days, rather than 120 days, after mailing of such notice and delete provision requiring revocation of authority to transact business unless a new agent has been appointed within that 120-day period, and deleted former Subsec. (f) re authority of foreign limited liability company deemed revoked for failure to comply with section.

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      Sec. 34-225. 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 foreign limited liability company authorized to transact business in this state which is subject to the provisions of section 34-224, may be served upon the foreign limited liability company's statutory agent for service by any proper officer or other person lawfully empowered to make service.

      (b) When the Secretary of the State and the Secretary of the State's successors in office have been appointed a foreign limited liability company's agent for service of process, the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt, and, within two business days after such service, forward by registered or certified mail the other copy of such process to the foreign limited liability company at the address of the office designated in the application for registration filed pursuant to section 34-223. Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on the Secretary of the State's records. If it appears from the records of the Secretary of the State that such a foreign limited liability company has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign 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, service of such process, notice or demand on such foreign 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 mail, by registered or certified mail, postage prepaid, addressed to said office, and (2) depositing in the United States mail, 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 foreign limited liability company at the address of the office designated in the articles of organization in the state of formation as shown on the records of such state.

      (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. 54; June Sp. Sess. P.A. 98-1, S. 27, 121; P.A. 01-188, S. 5.)

      History: June Sp. Sess. P.A. 98-1 made technical changes in Subsec. (b), effective June 24, 1998; P.A. 01-188 amended Subsec. (b) to delete redundant language, add provision that service is by any proper officer or other person lawfully empowered to make service and make technical changes including changes for purposes of gender neutrality.

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      Sec. 34-226. Issuance of registration. (a) If the Secretary of the State finds that an application for registration conforms to the provisions of sections 34-100 to 34-242, inclusive, and all requisite fees have been paid, he shall: (1) Endorse on each signed original of the application the word "Filed", and the date and time of its acceptance for filing; (2) retain the signed original in his files; and (3) issue a certificate of registration to transact business in this state.

      (b) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-100 to 34-242, inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.

      (P.A. 93-267, S. 55.)

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      Sec. 34-227. Name. The Secretary of the State shall not issue a registration to, or file any documents submitted by any foreign limited liability company unless (1) such foreign limited liability company's name complies with the provisions of section 34-102; or (2) the foreign limited liability company adds to its name in its application for registration to transact business in this state, and agrees in such application to use in this state, exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name upon the records of the Secretary of the State, in the manner required by subsection (b) of section 34-102; or (3) the foreign limited liability company has obtained permission to use in this state a name that does not otherwise meet the requirements of subsection (b) of section 34-102 in the form of a written consent, executed and filed as provided in section 34-109, from each person, or limited liability company which has reserved, or is properly using in this state a name that is not such as can be distinguished from the name of the foreign limited liability company and agrees in such application to use in this state exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name, upon the records of the Secretary of the State, in the manner required by subsection (b) of section 34-102; or (4) the foreign limited liability company chooses to transact business in this state using a name which is different from the name under which it is organized and such name complies with section 34-102.

      (P.A. 93-267, S. 56.)

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      Sec. 34-228. Amendment of application for registration. (a) The application for registration of a foreign limited liability company is amended by filing articles of amendment with the Secretary of the State signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization in the same manner as the original application for registration. The articles of amendment shall set forth: (1) The name of the limited liability company and (2) the amendment to the application for registration.

      (b) The application for registration may be amended in any way, provided the application for registration as amended contains only provisions that may be contained lawfully in an application at the time of making the amendment.

      (P.A. 93-267, S. 57; P.A. 94-217, S. 21.)

      History: P.A. 94-217 amended Subsec. (a) to delete the requirement that the articles of amendment set forth the date the original application for registration was filed.

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      Sec. 34-229. Annual report. Interim notice of change of manager or member. (a) A foreign limited liability company registered to transact business in this state shall file an annual report in the office of the Secretary of the State which report shall be due upon the anniversary of such foreign limited liability company's registration pursuant to section 34-223.

      (b) Such reporting requirement shall commence on and after January 1, 1995, and continue annually thereafter.

      (c) Each annual report shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which such foreign limited liability company transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited liability company's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; and (3) the name and respective business and residence addresses of a manager or a member of the foreign 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 foreign 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 foreign 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 foreign limited liability company has filed such annual report, but not later than thirty days preceding the month during which the foreign limited liability company's next annual report becomes due, the foreign 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 foreign 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 foreign 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 foreign 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 foreign limited liability company of the requirement of filing the report as provided in this section.

      (P.A. 94-217, S. 28, 40; P.A. 04-240, S. 18.)

      History: P.A. 94-217 effective January 1, 1995; P.A. 04-240 added Subsec. (c)(3) re inclusion in annual report of name and addresses of manager or member of the foreign limited liability company and provision re showing of good cause, 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. 34-230. Failure to file report. Incorrect report. (a) Any foreign limited liability company required to file an annual report as provided in section 34-229, 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 foreign 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 foreign limited liability company does not conform to law, he may return it to the foreign 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 foreign 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 foreign limited liability company shall be in default for failure to file two reports.

      (P.A. 94-217, S. 29, 40; P.A. 95-252, S. 34.)

      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 revoke the certificate of registration of a foreign limited liability company that is in default of filing its annual report.

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      Sec. 34-231. Cancellation of registration. (a) A foreign limited liability company authorized to transact business in this state may cancel its registration upon procuring from the Secretary of the State a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the Secretary of the State an application for cancellation, which shall set forth: (1) The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized; (2) that the foreign limited liability company is not transacting business in this state; (3) that the foreign limited liability company surrenders its certificate of registration to transact business in this state; (4) that the foreign limited liability company revokes the authority of its statutory agent for service of process in this state and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on such foreign limited liability company by service thereof upon the Secretary of the State; and (5) an address to which a person may mail a copy of any process against the foreign limited liability company.

      (b) The application for cancellation shall be in the form and manner designated by the Secretary of the State and shall be executed by the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign limited liability company is in the hands of a receiver or trustee or other court-appointed fiduciary, by such receiver, trustee or fiduciary.

      (c) A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of business in this state.

      (P.A. 93-267, S. 58.)

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      Sec. 34-232. Revocation of certificate of registration. (a) The certificate of registration of a foreign limited liability company to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) A wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited liability company pursuant to sections 34-100 to 34-242, inclusive; (2) the foreign limited liability company is exceeding the authority conferred upon it by said sections; or (3) the foreign limited liability company is without an agent upon whom process may be served in this state for sixty days or more.

      (b) On the happening of the events set out in subdivision (1), (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days written notice to the foreign limited liability company that said secretary intends to revoke the certificate of registration of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by registered or certified mail or mail evidenced by a certificate of mailing addressed to the foreign limited liability company at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign limited liability company establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, said secretary shall revoke the certificate of registration of such foreign limited liability company to transact business in this state.

      (c) Upon revoking the certificate of registration of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such foreign limited liability company at its address as last shown on said secretary's records. The filing of such certificate shall cause the authority of a foreign limited liability company to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited liability company of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

      (P.A. 94-217, S. 30; P.A. 95-252, S. 25; P.A. 09-38, S. 5.)

      History: P.A. 95-252 deleted Subsec. (a)(1) that had authorized the Secretary of the State to revoke the certificate of registration of a foreign limited liability company that failed to file its annual report, renumbering the remaining Subdivs. accordingly, and deleted Subsec. (b)(1) that had required the Secretary of the State to revoke the certificate of registration of a foreign limited liability company that failed to file its annual report, stated that the notice of intent to revoke a certificate may be given by mail evidenced by a certificate of mailing and made technical changes; P.A. 09-38 amended Subsec. (a) to add Subdiv. (3) authorizing revocation of certificate of registration when foreign limited liability company is without an agent upon whom process may be served in this state for 60 days or more, amended Subsec. (b) to add reference to Subsec. (a)(3) as event causing notice to be given of intent to revoke certificate of registration and made technical changes throughout.

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      Sec. 34-233. Transaction of business without registration. (a) A foreign limited liability company transacting business in this state may not maintain an action, suit or proceeding in a court of this state until it has registered in this state.

      (b) The failure of a foreign limited liability company to register in this state does not: (1) Impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.

      (c) A foreign limited liability company, by transacting business in this state without a certificate of registration, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state. Such foreign limited liability company may be served in the manner provided in subsection (b) of section 34-225.

      (d) A foreign limited liability company which transacts business in this state without a valid certificate of registration shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited liability company had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign limited liability company is further liable to this state, for each month or part thereof during which it transacted business in this state without a valid certificate of registration, in an amount equal to three hundred dollars, except that a foreign limited liability company which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.

      (e) The civil penalty set forth in subsection (d) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of sections 34-100 to 34-242, inclusive, the court shall, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any rights and privileges of a limited liability company in this state. The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign limited liability company has otherwise complied with the provisions of said sections.

      (f) A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because that company transacted business in this state without a valid certificate of registration.

      (P.A. 93-267, S. 59; P.A. 97-228, S. 5, 7; P.A. 98-137, S. 24, 62; 98-219, S. 33, 34; P.A. 01-188, S. 4; P.A. 09-83, S. 4.)

      History: P.A. 97-228 deleted Subsec. (d)(1) re penalty of $2,000 for each year or part thereof during which a foreign limited liability company transacts business without a certificate of registration, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign limited liability company transacts business without a certificate of registration and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (d) to revise provision re grace period by providing that a foreign limited liability company is not liable for the monthly penalty if it has registered "not later than ninety days after it has commenced transacting" business in this state rather than not being liable "for the first three months or part thereof during which it transacted business without such certificate", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-188 amended Subsec. (c) to add provision that foreign limited liability company may be served in the manner provided in Sec. 34-225(b); P.A. 09-83 amended Subsec. (d) to increase penalty from $165 to $300 for each month or part thereof that a foreign limited liability company transacts business without a certificate of registration and to make a technical change.

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      Sec. 34-234. Limited amnesty for foreign limited liability companies transacting business without registration. Notwithstanding any provision of sections 34-100 to 34-242, inclusive, any foreign limited liability company transacting business in this state without a certificate of registration that voluntarily comes forward during the period commencing July 1, 2001, and ending July 1, 2002, to register in this state shall not be liable for the monthly penalty that would otherwise be imposed pursuant to subsection (d) of section 34-233. The amnesty provided by this section shall not apply to any other fees, taxes or penalties owed by a foreign limited liability company or any interest thereon.

      (P.A. 94-186, S. 213; P.A. 01-81, S. 1, 3.)

      History: P.A. 01-81 replaced provisions establishing a limited amnesty program for calendar year 1995 for any foreign limited liability company transacting business without a certificate of registration that came forward and paid penalties and fees, limiting the liability of such company to one-half the total sum of penalties under Sec. 34-233 and making such amnesty inapplicable to any fees or taxes or any interest thereon owed by the company with provisions exempting from the monthly penalty under Sec. 34-233(d) any foreign limited liability company transacting business in this state without a certificate of registration that comes forward and registers between July 1, 2001, and July 1, 2002, and providing that the amnesty does not apply to any other fees, taxes or penalties or any interest thereon owed by the company, effective July 1, 2001.

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      Sec. 34-235. Activities not constituting transacting business in this state. (a) Any foreign limited liability company may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may hold such property as it may acquire by foreclosure or otherwise in payment of debts due such limited liability company without such action constituting transacting business in this state for the purposes of sections 34-100 to 34-242, inclusive.

      (b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purposes of sections 34-100 to 34-242, inclusive, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of its members or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) voting securities or other equity ownership interests owned by the foreign limited liability company; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce.

      (c) A foreign limited liability company shall not be considered to be transacting business solely because it: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.

      (d) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.

      (P.A. 93-267, S. 60.)

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      Sec. 34-236. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of sections 34-100 to 34-242, inclusive.

      (P.A. 93-267, S. 61.)

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      Secs. 34-237 to 34-240. Reserved for future use.

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PART XIII
MISCELLANEOUS PROVISIONS

      Sec. 34-241. Knowledge and notice. (a) A person has "knowledge" of a fact within the meaning of sections 34-100 to 34-242, inclusive, not only when he has actual knowledge thereof, but also when he had knowledge of such other facts as in the circumstance shows bad faith.

      (b) A person has "notice" of a fact within the meaning of sections 34-100 to 34-242, inclusive, when the person who claims the benefit of the notice (1) states the fact to such person or (2) delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at such person's place of business or residence.

      (P.A. 93-267, S. 72.)

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      Sec. 34-242. Rules of construction. (a) It is the policy of sections 34-100 to 34-242, inclusive, to give maximum effect to the principle of freedom of contract and to enforceability of limited liability company agreements.

      (b) Unless displaced by particular provisions of sections 34-100 to 34-242, inclusive, the principles of law and equity supplement said sections.

      (c) Rules that statutes in derogation of the common law are to be strictly construed shall have no application under sections 34-100 to 34-242, inclusive.

      (d) Neither sections 34-100 to 34-242, inclusive, nor any amendment to said sections shall be construed to impair the obligations of any contract existing on, or affect any action or proceedings begun or right accrued before, October 1, 1993, or the effective date of such amendment.

      (P.A. 93-267, S. 74; May 25 Sp. Sess. P.A. 94-1, S. 100, 130.)

      History: May 25 Sp. Sess. P.A. 94-1 amended Subsec. (d) by making technical change, effective July 1, 1994.

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      Secs. 34-243 to 34-299. Reserved for future use.

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