Judiciary Committee

JOINT FAVORABLE REPORT

SPONSORS OF BILL:

Judiciary Committee

REASONS FOR BILL:

The CT Uniform Limited Liability Company Act has not been updated in over twenty years; this bill will update and adopt the CT Uniform Limited Liability Company Act.

SUBSTITUTE LANGUAGE:

Amendment #3460 incorporates language from the CT Bar Association, Secretary of the State, and technical fixes suggested by OLR that have all been agreed upon. The language makes technical changes and changes the name of the filing documents and issuing certificates for consistency.

RESPONSE FROM ADMINISTRATION/AGENCY:

Secretary of the State, Denise W. Merrill: submitted testimony in support of HB 5259. The present CT LLC Act was enacted in 1993 and has remained unchanged since then. Meanwhile the law surrounding LLCs and the rights and obligations of LLC members have advanced to a great degree, rendering CT law somewhat antiquated.

The most important aspects of this proposed bill will be the provisions that clarify the rights and obligations of the members and managers of LLCs while adopting a more user-friendly format and language that is accessible to entrepreneurs.

The Secretary of the State supports this bill, stating that, like the present LLC Act, the new Act will operate as a set of default rules for LLCs formed without the aid of counsel and without a written Operating Agreement. At the same time, adoption of the bill will enable our courts to benefit from the experience of courts in other uniform jurisdictions.

NATURE AND SOURCES OF SUPPORT:

Connecticut Bar Association, President, Monte, Frank E.: Supports this bill. Fifteen states have adopted the ULLC and another three are contemplating adopting it this year, which was approved by the American Bar Association. This act will send a message to the business community and others that might consider doing business here that CT is promoting a “pro-business climate.”

Connecticut Bar Association, Business Law Section, Attorney Levine, David M.: Testified in support of this bill. For 30 years has concentrated on business law and regularly forms LLCs and corporations of many shapes and sizes. The current Connecticut Limited Liability Company Act has not kept up with the times; it became law in 1993 - almost 23 years ago. In 1993 an LLC was a new entity type that was largely untested. Fast forward 23 years and the overwhelming majority of new business entities formed in Connecticut are limited liability companies.

Connecticut Bar Association strongly support HB 5259, it will go far to eradicate the dearth of case law with which business lawyers contend. This bill will keep Connecticut competitive in the area of business formations and business -friendly legislation.

Connecticut Bar Association, Chair, Business Law Section, Sklarz, Mark G.: Testified in support of this bill. The Business Law Section strongly supports H.B. #5259. An important component of enactment of a Uniform Law is to benefit from the expertise of the Uniform Law Commissioners and obtain the predictability of precedent that flows from the act while preserving the law that has been developed and work well in Connecticut.

Connecticut Bar Association, Co-Chair of the LLC Committee, Business Law Section, Bernier, Marcel J.: Testified in support of this bill, testifying that the current Connecticut LLC Act is largely unchanged since 1993, the New Act is more comprehensive, provides a clearer set of default rules which will apply when a LLC does not have a written agreement. The change will be more business friendly.

The goals of the CBA Business Law Section are for the new Connecticut LLC Act to be patterned after the Revised Uniform LLC Act approved by the Uniform Law Commission in 2013. H.B. #5259 is more comprehensive, well written and modern than Connecticut's Current Act and in alignment with the goals of the CBA.

Connecticut Bar Association, Vice-Chair of the Litigation Section, O'Sullivan, William J.: Submitted testimony on behalf of the CBA's Litigation Section in support of this bill. The Current Act's section on charging orders, C.G.S. Sec. 34-171 is bare bones in the extreme, providing no guidance on mechanics; the New Act, at section 503, provides a great deal of detail and is a vast improvement. His opinion is that the proposed New Act will be a great help to business litigators, clients and the Judiciary, reducing many areas of uncertainty under existing law and urges support of H.B. #5259

CBIA, Assistant Counsel, Louise DiCocco: Supports this bill. She states that this bill is more comprehensive than the current LLC act. This is likely to reduce costs to the state and has decisive and predictable consistency across jurisdictions. This also makes Connecticut a more business-friendly state.

Uniform Law Commission, Barry Hawkins: Testified in support of H.B. #5259. This bill provides a centralized operating agreement provision, establishes clear default rules for the internal governance of a LLC, and changes the way in which a member or manager can bind a LLC based on his or her actions. Implementing this bill would provide necessary clarity and change to this complex area of the law.

NATURE AND SOURCES OF OPPOSITION:

None Submitted.