CHAPTER 613

LIMITED LIABILITY COMPANIES

Table of Contents

Secs. 34-100 to 34-105. Short title: Connecticut Limited Liability Company Act. Definitions. Name. Reservation of name. Statutory agent for service. Service of process on statutory agent, member or manager.

Secs. 34-106 to 34-113. Annual report; interim notice of change of manager or member. Failure to file report; incorrect report. Interrogatories by Secretary of the State. Execution of documents. Filing of documents. Forms for documents to be filed; mailings. Fees payable to Secretary of the State; sales tax not imposed. Taxation.

Secs. 34-114 to 34-118. Reserved

Secs. 34-119 to 34-124. Restrictions on purposes and powers of limited liability companies. Formation. Articles of organization. Amendment and restatement of articles of organization. Effect of delivery of articles of organization for filing and endorsement. Powers of limited liability company.

Secs. 34-125 to 34-129. Reserved

Secs. 34-130 to 34-134. Agency power of members and managers. Admissions and representations by members and managers. Limited liability company charged with notice to or knowledge of any member or manager. Liability of members and managers to third parties. Members and managers as parties to actions.

Secs. 34-135 to 34-139. Reserved

Secs. 34-140 to 34-144. Management. Discharge of duties by members and managers. Voting. Liability and indemnification of members and managers. Records and information.

Secs. 34-145 to 34-149. Reserved

Secs. 34-150 to 34-152. Contributions to capital. Liability for contribution. Sharing of profits and losses.

Secs. 34-153 to 34-157. Reserved

Secs. 34-158 to 34-161. Sharing of interim distributions. Distributions upon an event of dissociation. Distribution in kind. Right to distribution.

Secs. 34-162 to 34-166. Reserved

Secs. 34-167 to 34-173. Ownership of limited liability company property. Transfer of property. Nature of membership interest. Assignment of membership interest. Rights of judgment creditor. Right of assignee to become a member. 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. Reserved

Secs. 34-179 and 34-180. Admission of members. Events of dissociation.

Secs. 34-181 to 34-185. Reserved

Secs. 34-186 and 34-187. Suits by and against limited liability company. Authority to sue on behalf of limited liability company.

Secs. 34-188 to 34-192. Reserved

Secs. 34-193 to 34-198. Merger or consolidation. Approval of merger or consolidation. Plan of merger or consolidation. Articles of merger or consolidation. Effect of merger or consolidation. Survivor to be governed by laws of jurisdiction other than this state.

Secs. 34-199 and 34-200. Conversion of domestic general or limited partnership to limited liability company. Effect of conversion.

Secs. 34-201 to 34-205. Reserved

Secs. 34-206 to 34-211. Dissolution. Judicial dissolution. Winding up. Agency powers of managers or members after dissolution. Distribution of assets. Articles of dissolution.

Secs. 34-212 to 34-216. Known claims against dissolved limited liability company. Unknown claims against dissolved limited liability company. Recovery for claims not barred. Dissolution by forfeiture. Reinstatement after dissolution.

Secs. 34-217 to 34-221. Reserved

Secs. 34-222 to 34-229. Governing law. Registration with Secretary of the State. Appointment of agent for service of process. Service of process on statutory agent. Issuance of registration. Name. Amendment of application for registration. Annual report; interim notice of change of manager or member.

Secs. 34-230 to 34-236. Failure to file report; incorrect report. Cancellation of registration. Revocation of certificate of registration. Transaction of business without registration. Limited amnesty for foreign limited liability companies transacting business without registration. Activities not constituting transacting business in this state. Action by Attorney General.

Secs. 34-237 to 34-240. Reserved

Secs. 34-241 and 34-242. Knowledge and notice. Rules of construction.


PART I

GENERAL PROVISIONS

Secs. 34-100 to 34-105. Short title: Connecticut Limited Liability Company Act. Definitions. Name. Reservation of name. Statutory agent for service. Service of process on statutory agent, member or manager. Sections 34-100 to 34-105, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 1–6; P.A. 94-123, S. 6; 94-217, S. 1, 2; P.A. 96-77, S. 14; 96-89, S. 1; 96-254, S. 5, 10; 96-256, S. 194, 209; 96-271, S. 184, 254; P.A. 97-70, S. 1, 2, 11; P.A. 98-137, S. 30, 62; 98-219, S. 33, 34; June Sp. Sess. P.A. 98-1, S. 26, 121; 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; 04-240, S. 13, 14; 04-257, S. 55; P.A. 10-178, S. 1; P.A. 11-146, S. 9; P.A. 16-97, S. 110.)

Secs. 34-106 to 34-113. Annual report; interim notice of change of manager or member. Failure to file report; incorrect report. Interrogatories by Secretary of the State. Execution of documents. Filing of documents. Forms for documents to be filed; mailings. Fees payable to Secretary of the State; sales tax not imposed. Taxation. Sections 34-106 to 34-113, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 7, 13, 14, 70, 71, 73; P.A. 94-123, S. 7; 94-217, S. 9, 24, 25, 31, 39, 40; P.A. 95-252, S. 33; P.A. 97-70, S. 3, 11; P.A. 01-188, S. 2, 8; P.A. 03-18, S. 62; P.A. 04-240, S. 15, 16; June Sp. Sess. P.A. 09-3, S. 373; P.A. 11-146, S. 10, 11; P.A. 14-154, S. 16; P.A. 16-97, S. 110.)

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

PART II

FORMATION AND POWERS

Secs. 34-119 to 34-124. Restrictions on purposes and powers of limited liability companies. Formation. Articles of organization. Amendment and restatement of articles of organization. Effect of delivery of articles of organization for filing and endorsement. Powers of limited liability company. Sections 34-119 to 34-124, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 8–12, 15; P.A. 94-217, S. 3, 4, 7, 8, 40; P.A. 96-254, S. 6, 10; 96-271, S. 185, 254; P.A. 97-70, S. 4, 11; P.A. 98-28, S. 111, 117; P.A. 01-188, S. 6; P.A. 04-175, S. 2; P.A. 05-216, S. 3; P.A. 06-196, S. 267; P.A. 14-134, S. 42; P.A. 14-154, S. 17; P.A. 16-97, S. 110.)

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

PART III

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

Secs. 34-130 to 34-134. Agency power of members and managers. Admissions and representations by members and managers. Limited liability company charged with notice to or knowledge of any member or manager. Liability of members and managers to third parties. Members and managers as parties to actions. Sections 34-130 to 30-134, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 16–20; P.A. 96-271, S. 186, 254; P.A. 16-97, S. 110.)

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

PART IV

RIGHTS AND DUTIES OF MEMBERS AND MANAGERS

Secs. 34-140 to 34-144. Management. Discharge of duties by members and managers. Voting. Liability and indemnification of members and managers. Records and information. Sections 34-140 to 34-144, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 21–25; P.A. 94-217, S. 10–13; P.A. 99-133; P.A. 16-97, S. 110.)

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

PART V

FINANCE

Secs. 34-150 to 34-152. Contributions to capital. Liability for contribution. Sharing of profits and losses. Sections 34-150 to 34-152, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 26–28; P.A. 94-217, S. 14; P.A. 16-97, S. 110.)

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

PART VI

DISTRIBUTIONS

Secs. 34-158 to 34-161. Sharing of interim distributions. Distributions upon an event of dissociation. Distribution in kind. Right to distribution. Sections 34-158 to 34-161, inclusive, are repealed, effective, July 1, 2017.

(P.A. 93-267, S. 29–32; P.A. 94-217, S. 15, 16, 40; P.A. 97-70, S. 5, 11; P.A. 16-97, S. 110.)

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

PART VII

OWNERSHIP AND TRANSFER OF PROPERTY

Secs. 34-167 to 34-173. Ownership of limited liability company property. Transfer of property. Nature of membership interest. Assignment of membership interest. Rights of judgment creditor. Right of assignee to become a member. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated member; right of legal representative or successor to become member. Sections 34-167 to 34-173, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 33–39; P.A. 94-217, S. 17, 40; P.A. 96-254, S. 7, 8, 10; P.A. 97-70, S. 6, 7, 11; P.A. 16-97, S. 110.)

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

PART VIII

ADMISSION AND WITHDRAWAL OF MEMBERS

Secs. 34-179 and 34-180. Admission of members. Events of dissociation. Sections 34-179 and 34-180 are repealed, effective July 1, 2017.

(P.A. 93-267, S. 40, 41; P.A. 94-217, S. 18, 19, 40; P.A. 96-254, S. 9, 10; P.A. 97-70, S. 8, 11; P.A. 16-97, S. 110.)

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

PART IX

SUITS BY AND AGAINST COMPANY

Secs. 34-186 and 34-187. Suits by and against limited liability company. Authority to sue on behalf of limited liability company. Sections 34-186 and 34-187 are repealed, effective July 1, 2017.

(P.A. 93-267, S. 62, 63; P.A. 94-217, S. 22; P.A. 16-97, S. 110.)

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

PART X

MERGER, CONSOLIDATION AND CONVERSION

Secs. 34-193 to 34-198. Merger or consolidation. Approval of merger or consolidation. Plan of merger or consolidation. Articles of merger or consolidation. Effect of merger or consolidation. Survivor to be governed by laws of jurisdiction other than this state. Sections 34-193 to 34-198, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 64–69; P.A. 94-217, S. 23; P.A. 03-18, S. 63–68; P.A. 04-99, S. 4; P.A. 11-241, S. 46–49; P.A. 12-32, S. 2; P.A. 16-97, S. 110.)

Secs. 34-199 and 34-200. Conversion of domestic general or limited partnership to limited liability company. Effect of conversion. Sections 34-199 and 34-200 are repealed, effective January 1, 2014.

(P.A. 94-217, S. 5, 6, 40; P.A. 96-77, S. 11, 17; P.A. 97-70, S. 9, 11; P.A. 06-57, S. 1; P.A. 11-241, S. 58.)

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

PART XI

DISSOLUTION

Secs. 34-206 to 34-211. Dissolution. Judicial dissolution. Winding up. Agency powers of managers or members after dissolution. Distribution of assets. Articles of dissolution. Sections 34-206 to 34-211, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 42–47; P.A. 96-89, S. 2; 96-180, S. 109, 166; P.A. 97-70, S. 10, 11; P.A. 16-97, S. 110.)

Secs. 34-212 to 34-216. Known claims against dissolved limited liability company. Unknown claims against dissolved limited liability company. Recovery for claims not barred. Dissolution by forfeiture. Reinstatement after dissolution. Sections 34-212 to 34-216, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 48–50; P.A. 94-217, S. 26, 27, 40; P.A. 95-252, S. 17, 24; P.A. 14-154, S. 18; P.A. 15-48, S. 12; P.A. 16-97, S. 110, 111.)

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

PART XII

FOREIGN LIMITED LIABILITY COMPANIES

Secs. 34-222 to 34-229. Governing law. Registration with Secretary of the State. Appointment of agent for service of process. Service of process on statutory agent. Issuance of registration. Name. Amendment of application for registration. Annual report; interim notice of change of manager or member. Sections 34-222 to 34-229, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 51–57; P.A. 94-217, S. 20, 21, 28, 40; June Sp. Sess. P.A. 98-1, S. 27, 121; P.A. 01-188, S. 3, 5, 7; P.A. 04-240, S. 17, 18; P.A. 09-38, S. 4; P.A. 11-146, S. 12; P.A. 14-154, S. 19; P.A. 16-97, S. 110.)

Secs. 34-230 to 34-236. Failure to file report; incorrect report. Cancellation of registration. Revocation of certificate of registration. Transaction of business without registration. Limited amnesty for foreign limited liability companies transacting business without registration. Activities not constituting transacting business in this state. Action by Attorney General. Sections 34-230 to 34-236, inclusive, are repealed, effective July 1, 2017.

(P.A. 93-267, S. 58–61; P.A. 94-186, S. 213; 94-217, S. 29, 30, 40; P.A. 95-252, S. 25, 34; P.A. 97-228, S. 5, 7; P.A. 98-137, S. 24, 62; 98-219, S. 33, 34; P.A. 01-81, S. 1, 3; 01-188, S. 4; P.A. 09-38, S. 5; 09-83, S. 4; P.A. 14-154, S. 20; P.A. 16-97, S. 110.)

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

PART XIII

MISCELLANEOUS PROVISIONS

Secs. 34-241 and 34-242. Knowledge and notice. Rules of construction. Sections 34-241 and 34-242 are repealed, effective July 1, 2017.

(P.A. 93-267, S. 72, 74; May 25 Sp. Sess. P.A. 94-1, S. 100, 130; P.A. 16-97, S. 110.)