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. §§ 34-119 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.
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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 lia…
Conn. Gen. Stat. §§ 34-125 to 34-129 34-125 to 34-129
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Secs. 34-125 to 34-129. Reserved for future use. PART III RELATIONS OF MEMBERS AND MANAGERSTO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
Conn. Gen. Stat. §§ 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.
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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 a…
Conn. Gen. Stat. §§ 34-135 to 34-139 34-135 to 34-139
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Secs. 34-135 to 34-139. Reserved for future use. PART IV RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
Conn. Gen. Stat. §§ 34-140 to 34-144 Management. Discharge of duties by members and managers. Voting. Liability and indemnification of members and managers. Records and information.
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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 Sections 34-140 to 34-144, inclusive, are repealed, effective July 1, 2017.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…
Conn. Gen. Stat. §§ 34-145 to 34-149 34-145 to 34-149
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Secs. 34-145 to 34-149. Reserved for future use. PART V FINANCE
Conn. Gen. Stat. §§ 34-150 to 34-152 Contributions to capital. Liability for contribution. Sharing of profits and losses.
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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.)
Conn. Gen. Stat. §§ 34-153 to 34-157 34-153 to 34-157
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Secs. 34-153 to 34-157. Reserved for future use. PART VI DISTRIBUTIONS
Conn. Gen. Stat. §§ 34-158 to 34-161 Sharing of interim distributions. Distributions upon an event of dissociation. Distribution in kind. Right to distribution.
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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…
Conn. Gen. Stat. §§ 34-162 to 34-166 34-162 to 34-166
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Secs. 34-162 to 34-166. Reserved for future use. PART VII OWNERSHIP AND TRANSFER OF PROPERTY
Conn. Gen. Stat. §§ 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.
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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 decea…
Conn. Gen. Stat. §§ 34-174 to 34-178 34-174 to 34-178
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Secs. 34-174 to 34-178. Reserved for future use. PART VIII ADMISSION AND WITHDRAWAL OF MEMBERS
Conn. Gen. Stat. §§ 34-179 and 34-180 Admission of members. Events of dissociation.
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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.)
Conn. Gen. Stat. §§ 34-181 to 34-185 34-181 to 34-185
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Secs. 34-181 to 34-185. Reserved for future use. PART IX SUITS BY AND AGAINST COMPANY
Conn. Gen. Stat. §§ 34-186 and 34-187 Suits by and against limited liability company. Authority to sue on behalf of limited liability company.
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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.)
Conn. Gen. Stat. §§ 34-188 to 34-192 34-188 to 34-192
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Secs. 34-188 to 34-192. Reserved for future use. PART X MERGER, CONSOLIDATION AND CONVERSION
Conn. Gen. Stat. §§ 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.
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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…
Conn. Gen. Stat. §§ 34-199 and 34-200 Conversion of domestic general or limited partnership to limited liability company. Effect of conversion.
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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. 06-5…
Conn. Gen. Stat. §§ 34-201 to 34-205 34-201 to 34-205
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Secs. 34-201 to 34-205. Reserved for future use. PART XI DISSOLUTION
Conn. Gen. Stat. §§ 34-206 to 34-211 Dissolution. Judicial dissolution. Winding up. Agency powers of managers or members after dissolution. Distribution of assets. Articles of dissolution.
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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.…
Conn. Gen. Stat. §§ 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.
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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 repe…
Conn. Gen. Stat. §§ 34-217 to 34-221 34-217 to 34-221
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Secs. 34-217 to 34-221. Reserved for future use. PART XII FOREIGN LIMITED LIABILITY COMPANIES
Conn. Gen. Stat. §§ 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.
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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 …
Conn. Gen. Stat. §§ 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.
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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 registrati…
Conn. Gen. Stat. §§ 34-237 to 34-240 34-237 to 34-240
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Secs. 34-237 to 34-240. Reserved for future use. PART XIII MISCELLANEOUS PROVISIONS
Conn. Gen. Stat. §§ 34-241 and 34-242 Knowledge and notice. Rules of construction.
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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.)
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, …