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Connecticut Statutes, Title 34

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Title 34, Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

9 chapters · 398 sections in this title.

All chapters in Title 34398 Ch 613a, Chapter 613a: Uniform Limited Liabil…115 Ch 610, Chapter 610: Uniform Limited Partner…86 Ch 614, Chapter 614: Uniform Partnership Act…86 Ch 615, Chapter 615: Statutory Trusts39 Ch 616, Chapter 616: Entity Transactions37 Ch 613, Chapter 613: Limited Liability Companies29 Ch 611, Chapter 611: Uniform Partnership Act4 Ch 609, Chapter 609: Limited Partnerships1 Ch 612, Chapter 612: Professional Associations1

115 sections·Filtered byTitle 34✕Ch 613a✕

Conn. Gen. Stat. § 34-255g Reimbursement, indemnification, advancement and insurance.
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Sec. 34-255g. Reimbursement, indemnification, advancement and insurance. (a) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or in the course of the member's or manager…
Conn. Gen. Stat. § 34-255h Standards of conduct for members and managers.
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Sec. 34-255h. Standards of conduct for members and managers. (a) A member of a member-managed limited liability company owes to the company and, subject to subsection (b) of section 34-271, the other members the duties of loyalty and care set forth in subsections (b) and (c) of t…
Conn. Gen. Stat. § 34-255i Rights of member, manager and person disassociated as member to information.
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Sec. 34-255i. Rights of member, manager and person disassociated as member to information. (a) In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location…
Conn. Gen. Stat. §§ 34-256 to 34-258 34-256 to 34-258

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Secs. 34-256 to 34-258. Reserved for future use. PART V TRANSFERABLE INTERESTS AND RIGHTS OFTRANSFEREES AND CREDITORS

Conn. Gen. Stat. § 34-259 Nature of transferable interest.

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Sec. 34-259. Nature of transferable interest. A transferable interest is personal property. (P.A. 16-97, S. 49.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-259a Transfer of transferable interest.

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Sec. 34-259a. Transfer of transferable interest. (a) Subject to subsection (f) of section 34-259b, a transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited …

Conn. Gen. Stat. § 34-259b Charging order.

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Sec. 34-259b. Charging order. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Subject to subsection (e) of this section, a …

Conn. Gen. Stat. § 34-259c Power of legal representative of deceased member.

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Sec. 34-259c. Power of legal representative of deceased member. If a member dies, the deceased member's legal representative may exercise: (1) The rights of a transferee provided in subsection (c) of section 34-259a; and (2) for the purposes of settling the estate, the rights the…

Conn. Gen. Stat. §§ 34-260 to 34-262 34-260 to 34-262

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Secs. 34-260 to 34-262. Reserved for future use. PART VI DISSOCIATION

Conn. Gen. Stat. § 34-263 Power to dissociate as member. Wrongful dissociation.

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Sec. 34-263. Power to dissociate as member. Wrongful dissociation. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 34-263a. (b) A person's dissociation as a mem…

Conn. Gen. Stat. § 34-263a Events causing dissociation.

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Sec. 34-263a. Events causing dissociation. A person is dissociated as a member when: (1) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; (2)…

Conn. Gen. Stat. § 34-263b Effect of dissociation.

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Sec. 34-263b. Effect of dissociation. (a) If a person is dissociated as a member: (1) The person's right to participate as a member in the management and conduct of the company's activities and affairs terminates; (2) if the company is member-managed, the person's duties and obli…

Conn. Gen. Stat. §§ 34-264 to 34-266 34-264 to 34-266

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Secs. 34-264 to 34-266. Reserved for future use. PART VII DISSOLUTION AND WINDING UP

Conn. Gen. Stat. § 34-267 Events causing dissolution.

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Sec. 34-267. Events causing dissolution. (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution; (2) The consen…

Conn. Gen. Stat. § 34-267a Winding up.

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Sec. 34-267a. Winding up. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as provided in section 34-267b, the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a lim…

Conn. Gen. Stat. § 34-267b Reinstatement after dissolution.

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Sec. 34-267b. Reinstatement after dissolution. (a) A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order …

Conn. Gen. Stat. § 34-267c Known claims against dissolved limited liability company.

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Sec. 34-267c. Known claims against dissolved limited liability company. (a) Except as provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsecti…

Conn. Gen. Stat. § 34-267d Other claims against dissolved limited liability company.

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Sec. 34-267d. Other claims against dissolved limited liability company. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) A notice under subsecti…

Conn. Gen. Stat. § 34-267e Court proceedings.

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Sec. 34-267e. Court proceedings. (a) A dissolved limited liability company that has published a notice under section 34-267d may file an application with the Superior Court in the judicial district where the dissolved company's principal office is located or, if the principal off…

Conn. Gen. Stat. § 34-267f Disposition of assets in winding up.

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Sec. 34-267f. Disposition of assets in winding up. (a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with…

Conn. Gen. Stat. § 34-267g Dissolution by forfeiture.

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Sec. 34-267g. 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 is mo…

Conn. Gen. Stat. §§ 34-268 to 34-270 34-268 to 34-270

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Secs. 34-268 to 34-270. Reserved for future use. PART VIII ACTIONS BY MEMBERS

Conn. Gen. Stat. § 34-271 Direct action by member.

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Sec. 34-271. Direct action by member. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rig…

Conn. Gen. Stat. § 34-271a Derivative action.

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Sec. 34-271a. Derivative action. A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited li…

Conn. Gen. Stat. § 34-271b Derivative action. Proper plaintiff.

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Sec. 34-271b. Derivative action. Proper plaintiff. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurr…

Conn. Gen. Stat. § 34-271c Derivative action. Pleading.

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Sec. 34-271c. Derivative action. Pleading. In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the response by the managers or other members to the demand; or (2) why the demand should be excused as futile. (P.A.…

Conn. Gen. Stat. § 34-271d Derivative action. Special litigation committee.

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Sec. 34-271d. Derivative action. Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whet…

Conn. Gen. Stat. § 34-271e Derivative action. Proceeds and expenses.

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Sec. 34-271e. Derivative action. Proceeds and expenses. (a) Except as provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plain…

Conn. Gen. Stat. §§ 34-272 to 34-274 34-272 to 34-274

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Secs. 34-272 to 34-274. Reserved for future use. PART IX FOREIGN LIMITED LIABILITY COMPANIES

Conn. Gen. Stat. § 34-275 Governing law.

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Sec. 34-275. Governing law. (a) The law of the governing jurisdiction of a foreign limited liability company governs: (1) The internal affairs of the company; (2) the liability of a member as member and a manager as manager for a debt, obligation or other liability of the company…

Conn. Gen. Stat. § 34-275a Registration to transact business in this state.

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Sec. 34-275a. Registration to transact business in this state. (a) A foreign limited liability company may not transact business in this state until it registers with the Secretary of the State under sections 34-275 to 34-275i, inclusive. (b) A foreign limited liability company t…

Conn. Gen. Stat. § 34-275b Foreign registration certificate.

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Sec. 34-275b. Foreign registration certificate. (a) To register to do business in this state, a foreign limited liability company must deliver a foreign registration certificate to the Secretary of the State for filing. The certificate shall set forth: (1) The name of the company…

Conn. Gen. Stat. § 34-275c Amendment of foreign registration certificate.

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Sec. 34-275c. Amendment of foreign registration certificate. (a) A registered foreign limited liability company shall deliver to the Secretary of the State for filing an amendment to its foreign registration certificate if there is a change in: (1) The name of the company; or (2)…

Conn. Gen. Stat. § 34-275d Activities not constituting transacting business in this state.

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Sec. 34-275d. Activities not constituting transacting business in this state. (a) Activities of a foreign limited liability company which do not constitute transacting business in this state under sections 34-275 to 34-275i, inclusive, include: (1) Maintaining, defending, mediati…

Conn. Gen. Stat. § 34-275e Noncomplying name of foreign limited liability company.

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Sec. 34-275e. Noncomplying name of foreign limited liability company. (a) A foreign limited liability company whose name does not comply with section 34-243k may not register to transact business in this state until it adopts, for the purpose of transacting business in this state…

Conn. Gen. Stat. § 34-275f Transfer of registration.

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Sec. 34-275f. Transfer of registration. (a) When a registered foreign limited liability company has merged into a foreign limited liability company that is not registered to transact business in this state, the nonregistered foreign limited liability company shall deliver to the …

Conn. Gen. Stat. § 34-275g Revocation of foreign registration certificate.

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Sec. 34-275g. Revocation of foreign registration certificate. (a) The foreign registration certificate 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) The…

Conn. Gen. Stat. § 34-275h Withdrawal of registration of registered foreign limited liability company.

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Sec. 34-275h. Withdrawal of registration of registered foreign limited liability company. (a) A registered foreign limited liability company may withdraw its registration by delivering a certificate of withdrawal of registration to the Secretary of the State for filing. The certi…

Conn. Gen. Stat. § 34-275i Action by Attorney General.

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Sec. 34-275i. Action by Attorney General. The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 34-275 to 34-275h, inclusive. (P.A. 16-97, S. 79.) History: P.A. 16-97 effective Ju…

Conn. Gen. Stat. §§ 34-276 to 34-278 34-276 to 34-278

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Secs. 34-276 to 34-278. Reserved for future use. PART X MERGER AND INTEREST EXCHANGE

Conn. Gen. Stat. § 34-279 Definitions.

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Sec. 34-279. Definitions. As used in this section and sections 34-279a to 34-279q, inclusive: (1) “Interest exchange” means a transaction authorized by sections 34-279m to 34-279q, inclusive. (2) “Merger” means a transaction in which two or more merging limited liability companie…

Conn. Gen. Stat. § 34-279a Applicability of other statutes.

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Sec. 34-279a. Applicability of other statutes. (a) Unless displaced by the particular provisions of sections 34-279 to 34-279q, inclusive, the principles of law and equity shall supplement said sections. (b) Sections 34-279 to 34-279q, inclusive, shall not authorize any action pr…

Conn. Gen. Stat. § 34-279b Required notice or approval.

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Sec. 34-279b. Required notice or approval. (a) A limited liability company or foreign limited liability company that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain t…

Conn. Gen. Stat. § 34-279c Status of filings.

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Sec. 34-279c. Status of filings. A filing under sections 34-279 to 34-279q, inclusive, signed by a limited liability company becomes part of the organizational documents of the limited liability company. (P.A. 16-97, S. 83.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279d Nonexclusivity.

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Sec. 34-279d. Nonexclusivity. (a) The fact that a transaction under sections 34-279 to 34-279q, inclusive, produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law. (b) Sections 34-279 to 34-279q, inclusive, do not p…

Conn. Gen. Stat. § 34-279e Plan reference to external facts.

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Sec. 34-279e. Plan reference to external facts. A plan may refer to facts ascertainable outside the plan, provided the manner in which the facts shall operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by …

Conn. Gen. Stat. § 34-279f Applicability of appraisal rights.

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Sec. 34-279f. Applicability of appraisal rights. (a) Subject to subsection (b) of this section, nothing in sections 34-243 to 34-283d, inclusive, shall be construed to grant by law appraisal rights to a member of a merging limited liability company pursuant to a merger under sect…

Conn. Gen. Stat. § 34-279g Excluded entities and transactions.

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Sec. 34-279g. Excluded entities and transactions. Sections 34-279 to 34-279q, inclusive, shall not be used to effect a transaction that is a merger or interest exchange governed by sections 34-243 to 34-283d, inclusive, involving a limited liability company organized to render pr…

Conn. Gen. Stat. § 34-279h Merger authorized.

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Sec. 34-279h. Merger authorized. (a) A limited liability company may merge with one or more other merging limited liability companies into a surviving limited liability company pursuant to this section and sections 34-279i to 34-279k, inclusive, and a plan of merger, if: (1) The …

Conn. Gen. Stat. § 34-279i Action on plan of merging limited liability company.

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Sec. 34-279i. Action on plan of merging limited liability company. (a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability company, a plan of merger must be consented to by two-thirds in interest of the members of the limit…