Title 34 — Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
9 chapters · 412 sections in this title.
Conn. Gen. Stat. § 34-243 Short title: Connecticut Uniform Limited Liability Company Act.
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Sec. 34-243. Short title: Connecticut Uniform Limited Liability Company Act. Sections 34-243 to 34-283d, inclusive, may be cited as the “Connecticut Uniform Limited Liability Company Act”. (P.A. 16-97, S. 1.) History: P.A. 16-97 effective July 1, 2017.
Conn. Gen. Stat. § 34-243a Definitions.
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Sec. 34-243a. Definitions. As used in sections 34-243 to 34-283d, inclusive: (1) “Certificate of organization” means the certificate required by section 34-247, and includes the certificate as amended or restated. (2) “Connecticut Entity Transactions Act” means chapter 616. (3) “…
Conn. Gen. Stat. § 34-243b Knowledge. Notice.
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Sec. 34-243b. Knowledge. Notice. (a) A person knows a fact if the person: (1) Has actual knowledge of the fact; or (2) is deemed to know the fact under subdivision (1) of subsection (d) of this section or pursuant to law other than sections 34-243 to 34-283d, inclusive. (b) A per…
Conn. Gen. Stat. § 34-243c Governing law.
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Sec. 34-243c. Governing law. The law of this state governs: (1) The internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations or other liabilities of a limited liability company. (P.A. 16-97, S…
Conn. Gen. Stat. § 34-243d Operating agreement: Scope, function and limitations.
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Sec. 34-243d. Operating agreement: Scope, function and limitations. (a) Except as provided in subsections (c) and (d) of this section, the operating agreement governs: (1) Relations among the members as members and between the members and the limited liability company; (2) the ri…
Conn. Gen. Stat. § 34-243e Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.
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Sec. 34-243e. Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself m…
Conn. Gen. Stat. § 34-243f Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.
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Sec. 34-243f. Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfa…
Conn. Gen. Stat. § 34-243g Nature, purpose and duration of limited liability company.
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Sec. 34-243g. Nature, purpose and duration of limited liability company. (a) A limited liability company is an entity distinct from its member or members. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (c) A limited liability compan…
Conn. Gen. Stat. § 34-243h Powers and purposes. Restrictions.
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Sec. 34-243h. Powers and purposes. Restrictions. (a) A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. (b) A limited liability company may be formed under …
Conn. Gen. Stat. § 34-243i Effective date. Application to existing relationships.
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Sec. 34-243i. Effective date. Application to existing relationships. (a) Except as provided in subsection (b) of this section, on and after July 1, 2017, sections 34-243 to 34-283d, inclusive, govern all limited liability companies. (b) For purposes of applying the provisions of …
Conn. Gen. Stat. § 34-243j Supplemental principles of law.
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Sec. 34-243j. Supplemental principles of law. Unless displaced by particular provisions of sections 34-243 to 34-283d, inclusive, the principles of law and equity supplement sections 34-243 to 34-283d, inclusive. (P.A. 16-97, S. 11.) History: P.A. 16-97 effective July 1, 2017.
Conn. Gen. Stat. § 34-243k Permitted name.
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Sec. 34-243k. Permitted name. (a) The name of a limited liability company shall contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. (b) Except as provided in subsec…
Conn. Gen. Stat. § 34-243l Reservation of name.
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Sec. 34-243l. Reservation of name. (a) A person may reserve the exclusive use of a name that complies with section 34-243k by delivering an application to the Secretary of the State for filing. The application shall state the name and address of the applicant and the name to be r…
Conn. Gen. Stat. § 34-243m Registration of name.
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Sec. 34-243m. Registration of name. (a) A foreign limited liability company that is not registered to do business in this state under sections 34-275 to 34-275i, inclusive, may register its name, or an alternate name adopted pursuant to section 34-275e, if the name is distinguish…
Conn. Gen. Stat. § 34-243n Registered agent.
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Sec. 34-243n. Registered agent. (a) Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited liability company…
Conn. Gen. Stat. § 34-243o Change of registered agent or address for registered agent by limited liability company.
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Sec. 34-243o. Change of registered agent or address for registered agent by limited liability company. (a) A limited liability company or registered foreign limited liability company may change the address of its registered agent or appoint a new registered agent by delivering to…
Conn. Gen. Stat. § 34-243p Resignation of registered agent.
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Sec. 34-243p. Resignation of registered agent. (a) A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the Secretary of the State for filing a certificate of resignation that states: (1) The na…
Conn. Gen. Stat. § 34-243q Change of name or address by registered agent.
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Sec. 34-243q. Change of name or address by registered agent. (a) If a registered agent changes its name or address, the agent shall, not later than thirty days after such change, deliver to the Secretary of the State for filing a certificate of change that states: (1) The name of…
Conn. Gen. Stat. § 34-243r Service of process, notice or demand.
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Sec. 34-243r. Service of process, notice or demand. (a) A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by any proper officer or other person lawfully empowered to make servi…
Conn. Gen. Stat. § 34-243s Delivery of record.
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Sec. 34-243s. Delivery of record. (a) Except as provided in sections 34-243 to 34-283d, inclusive, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission. (b) Delivery to the Secretary of the State is…
Conn. Gen. Stat. § 34-243t Reservation of power to amend or repeal.
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Sec. 34-243t. Reservation of power to amend or repeal. The Connecticut General Assembly has power to amend or repeal all or part of sections 34-243 to 34-283d, inclusive, at any time, and all limited liability companies and foreign limited liability companies subject to sections …
Conn. Gen. Stat. § 34-243u Fees payable to Secretary of the State. Sales tax not imposed.
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Sec. 34-243u. 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 an appl…
Conn. Gen. Stat. § 34-243v Taxation.
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Sec. 34-243v. Taxation. A limited liability company formed under sections 34-243 to 34-283d, 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 law…
Conn. Gen. Stat. § 34-243w Savings clause.
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Sec. 34-243w. Savings clause. The repeal of sections 34-100 to 34-113, inclusive, 34-119 to 34-124, inclusive, 34-130 to 34-134, inclusive, 34-140 to 34-144, inclusive, 34-150 to 34-152, inclusive, 34-158 to 34-161, inclusive, 34-167 to 34-173, inclusive, 34-179, 34-180, 34-186, …
Conn. Gen. Stat. § 34-243x Interrogatories by Secretary of the State.
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Sec. 34-243x. Interrogatories by Secretary of the State. (a) The Secretary of the State may propound to any limited liability company subject to the provisions of sections 34-243 to 34-283d, inclusive, domestic or foreign, and to any member or manager thereof, interrogatories as …
Conn. Gen. Stat. § 34-243y Powers of Secretary of the State.
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Sec. 34-243y. Powers of Secretary of the State. The Secretary of the State has the power reasonably necessary to perform the duties required of the Secretary by sections 34-243 to 34-283d, inclusive. (P.A. 24-111, S. 43.) History: P.A. 24-111 effective June 4, 2024 (Revisor's not…
Conn. Gen. Stat. §§ 34-244 to 34-246 34-244 to 34-246
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Secs. 34-244 to 34-246. Reserved for future use. PART II FORMATION, CERTIFICATE OF ORGANIZATIONAND OTHER FILINGS
Conn. Gen. Stat. § 34-247 Formation of limited liability company. Certificate of organization.
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Sec. 34-247. Formation of limited liability company. Certificate of organization. (a) One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of the State for filing a certificate of organization. (b) A certificate of organizat…
Conn. Gen. Stat. § 34-247a Amendment or restatement of certificate of organization.
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Sec. 34-247a. Amendment or restatement of certificate of organization. (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing an ame…
Conn. Gen. Stat. § 34-247b Signing of records delivered to Secretary of the State for filing.
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Sec. 34-247b. Signing of records delivered to Secretary of the State for filing. (a) A record delivered to the Secretary of the State for filing pursuant to sections 34-243 to 34-283d, inclusive, shall be signed as follows: (1) Except as provided in subdivisions (2) and (3) of th…
Conn. Gen. Stat. § 34-247c Signing and filing of record pursuant to judicial order.
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Sec. 34-247c. Signing and filing of record pursuant to judicial order. (a) If a person required by sections 34-243 to 34-283d, inclusive, to sign a record or deliver a record to the Secretary of the State for filing under said sections does not do so, any other person that is agg…
Conn. Gen. Stat. § 34-247d Liability for inaccurate information in filed record.
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Sec. 34-247d. Liability for inaccurate information in filed record. (a) If a record delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and filed by the Secretary of the State contains inaccurate information, a person that suffers loss …
Conn. Gen. Stat. § 34-247e Filing requirements.
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Sec. 34-247e. Filing requirements. (a) To be filed by the Secretary of the State pursuant to sections 34-243 to 34-283d, inclusive, a record shall be received by the Secretary of the State, comply with the provisions of sections 34-243 to 34-283d, inclusive, and satisfy the follo…
Conn. Gen. Stat. § 34-247f Effective date and time.
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Sec. 34-247f. Effective date and time. Except as provided in section 34-247g and subject to the provisions of subsection (c) of section 34-247h, a certificate of organization is effective and a foreign registration certificate is effective on the date and at the time of its filin…
Conn. Gen. Stat. § 34-247g Withdrawal of filed record prior to taking effect.
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Sec. 34-247g. Withdrawal of filed record prior to taking effect. (a) A record delivered to the Secretary of the State for filing may be withdrawn before it takes effect by delivering to the Secretary of the State for filing a certificate of withdrawal. (b) A certificate of withdr…
Conn. Gen. Stat. § 34-247h Correcting filed record.
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Sec. 34-247h. Correcting filed record. (a) A person on whose behalf a record was delivered to the Secretary of the State for filing may correct the record after it is filed if: (1) The record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the …
Conn. Gen. Stat. § 34-247i Duties of Secretary of the State re filing and delivery of record.
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Sec. 34-247i. Duties of Secretary of the State re filing and delivery of record. (a) The Secretary of the State shall file a record delivered to the Secretary of the State for filing which satisfies sections 34-243 to 34-283d, inclusive. The duty of the Secretary of the State und…
Conn. Gen. Stat. § 34-247j Certificate of legal existence.
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Sec. 34-247j. Certificate of legal existence. On request of any person, the Secretary of the State shall issue a certificate of legal existence for a domestic or registered foreign limited liability company. A certificate issued by the Secretary of the State under this section ma…
Conn. Gen. Stat. § 34-247k Annual report.
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Sec. 34-247k. Annual report. (a) A limited liability company or a registered foreign limited liability company shall deliver to the Secretary of the State by electronic transmission an annual report that states: (1) The name of the company; (2) The street address and mailing addr…
Conn. Gen. Stat. §§ 34-248 to 34-250 34-248 to 34-250
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Secs. 34-248 to 34-250. Reserved for future use. PART III RELATIONS OF MEMBERS AND MANAGERS TO PERSONSDEALING WITH LIMITED LIABILITY COMPANY
Conn. Gen. Stat. § 34-251 Effect of person's status as member.
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Sec. 34-251. Effect of person's status as member. (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person's status as a member does not prevent or restrict law other than sections 34-243 to 34-283d, inclusive, from imposing lia…
Conn. Gen. Stat. § 34-251a Liability of members and managers.
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Sec. 34-251a. Liability of members and managers. (a) A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution…
Conn. Gen. Stat. §§ 34-252 to 34-254 34-252 to 34-254
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Secs. 34-252 to 34-254. Reserved for future use. PART IV RELATIONS OF MEMBERS TO EACH OTHER ANDTO LIMITED LIABILITY COMPANY
Conn. Gen. Stat. § 34-255 Becoming a member.
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Sec. 34-255. Becoming a member. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If differ…
Conn. Gen. Stat. § 34-255a Form of contribution.
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Sec. 34-255a. Form of contribution. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company…
Conn. Gen. Stat. § 34-255b Liability for contribution.
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Sec. 34-255b. Liability for contribution. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contributi…
Conn. Gen. Stat. § 34-255c Sharing of and right to distributions before dissolution.
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Sec. 34-255c. Sharing of and right to distributions before dissolution. (a) Any distributions made by a limited liability company before its dissolution and the winding up of its activities and affairs must be made among members and persons dissociated as members in that proporti…
Conn. Gen. Stat. § 34-255d Limitations on distributions.
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Sec. 34-255d. Limitations on distributions. (a) A limited liability company may not make a distribution, if after the distribution: (1) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities and affairs; or (2) the com…
Conn. Gen. Stat. § 34-255e Liability for improper distributions.
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Sec. 34-255e. Liability for improper distributions. (a) Except as provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of sectio…
Conn. Gen. Stat. § 34-255f Management of limited liability company.
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Sec. 34-255f. Management of limited liability company. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (1) Expressly provides that: (A) The company is or will be “manager-managed”; (B) the company is or will be “manage…