Connecticut General Statutes
Chapter 613a - Uniform Limited Liability Company Act
Section 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 rights and duties under sections 34-243 to 34-283d, inclusive, of a person in the capacity of manager; (3) the activities and affairs of the company and the conduct of those activities and affairs; and (4) the means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, the provisions of sections 34-243 to 34-283d, inclusive, govern the matter.
(c) An operating agreement may not: (1) Vary the law applicable under section 34-243c; (2) vary a limited liability company's capacity under subsection (a) of section 34-243h, to sue and be sued in its own name; (3) vary any requirement, procedure or other provision of sections 34-243 to 34-283d, inclusive, pertaining to: (A) Registered agents; or (B) the Secretary of the State, including provisions pertaining to records authorized or required to be delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive; (4) vary the provisions of section 34-247c; (5) alter or eliminate the duty of loyalty or the duty of care, except as provided in subsection (d) of this section; (6) eliminate the implied contractual obligation of good faith and fair dealing under subsection (d) of section 34-255h, except that the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured; (7) relieve or exonerate a person from liability for conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; (8) unreasonably restrict the duties and rights under section 34-255i, except that the operating agreement may impose reasonable restrictions on the availability and use of information obtained under said section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (9) vary the causes of dissolution specified in subdivisions (4) and (5) of subsection (a) of section 34-267; (10) vary the requirement to wind up the company's activities and affairs as specified in subsections (a) and (e) of section 34-267a and subdivision (1) of subsection (b) of section 34-267a; (11) unreasonably restrict the right of a member to maintain an action under sections 34-271 to 34-271e, inclusive; (12) vary the provisions of section 34-271d, except that the operating agreement may provide that the company may not have a special litigation committee; (13) vary the required contents of a plan of merger under subsection (b) of section 34-279h or, a plan of interest exchange under section 34-279m; or (14) except as provided in section 34-243e and subsection (b) of section 34-243f, restrict the rights under sections 34-243 to 34-283d, inclusive, of a person other than a member or manager.
(d) Subject to subdivision (7) of subsection (c) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply: (1) The operating agreement may: (A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested persons after full disclosure of all material facts; and (B) alter the prohibition on making a distribution under subdivision (2) of subsection (a) of section 34-255d so that the prohibition requires only that the company's total assets not be less than the sum of its total liabilities. (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under sections 34-243 to 34-283d, inclusive, and imposes the responsibility on one or more other members, the operating agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility which would have pertained to the responsibility. (3) If not manifestly unreasonable, the operating agreement may: (A) Alter or eliminate the aspects of the duty of loyalty set forth in subsections (b) and (i) of section 34-255h; (B) identify specific types or categories of activities that do not violate the duty of loyalty; (C) alter the duty of care, but may not authorize conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; and (D) alter or eliminate any other fiduciary duty.
(e) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subdivision (6) of subsection (c) of this section or subdivision (3) of subsection (d) of this section. The court: (1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (2) may invalidate the term only if, in light of the purposes, activities and affairs of the limited liability company, it is readily apparent that: (A) The objective of the term is unreasonable; or (B) the term is an unreasonable means to achieve the term's objective.
(P.A. 16-97, S. 5.)
History: P.A. 16-97 effective July 1, 2017.

Structure Connecticut General Statutes

Connecticut General Statutes

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

Chapter 613a - Uniform Limited Liability Company Act

Section 34-243. - Short title: Connecticut Uniform Limited Liability Company Act.

Section 34-243a. - Definitions.

Section 34-243b. - Knowledge. Notice.

Section 34-243c. - Governing law.

Section 34-243d. - Operating agreement: Scope, function and limitations.

Section 34-243e. - Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.

Section 34-243f. - Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.

Section 34-243g. - Nature, purpose and duration of limited liability company.

Section 34-243h. - Powers and purposes. Restrictions.

Section 34-243i. - Effective date. Application to existing relationships.

Section 34-243j. - Supplemental principles of law.

Section 34-243k. - Permitted name.

Section 34-243l. - Reservation of name.

Section 34-243m. - Registration of name.

Section 34-243n. - Registered agent.

Section 34-243o. - Change of registered agent or address for registered agent by limited liability company.

Section 34-243p. - Resignation of registered agent.

Section 34-243q. - Change of name or address by registered agent.

Section 34-243r. - Service of process, notice or demand.

Section 34-243s. - Delivery of record.

Section 34-243t. - Reservation of power to amend or repeal.

Section 34-243u. - Fees payable to Secretary of the State. Sales tax not imposed.

Section 34-243v. - Taxation.

Section 34-243w. - Savings clause.

Section 34-247. - Formation of limited liability company. Certificate of organization.

Section 34-247a. - Amendment or restatement of certificate of organization.

Section 34-247b. - Signing of records delivered to Secretary of the State for filing.

Section 34-247c. - Signing and filing of record pursuant to judicial order.

Section 34-247d. - Liability for inaccurate information in filed record.

Section 34-247e. - Filing requirements.

Section 34-247f. - Effective date and time.

Section 34-247g. - Withdrawal of filed record prior to taking effect.

Section 34-247h. - Correcting filed record.

Section 34-247i. - Duties of Secretary of the State re filing and delivery of record.

Section 34-247j. - Certificate of legal existence.

Section 34-247k. - Annual report.

Section 34-251. - Effect of person's status as member.

Section 34-251a. - Liability of members and managers.

Section 34-255. - Becoming a member.

Section 34-255a. - Form of contribution.

Section 34-255b. - Liability for contribution.

Section 34-255c. - Sharing of and right to distributions before dissolution.

Section 34-255d. - Limitations on distributions.

Section 34-255e. - Liability for improper distributions.

Section 34-255f. - Management of limited liability company.

Section 34-255g. - Reimbursement, indemnification, advancement and insurance.

Section 34-255h. - Standards of conduct for members and managers.

Section 34-255i. - Rights of member, manager and person disassociated as member to information.

Section 34-259. - Nature of transferable interest.

Section 34-259a. - Transfer of transferable interest.

Section 34-259b. - Charging order.

Section 34-259c. - Power of legal representative of deceased member.

Section 34-263. - Power to dissociate as member. Wrongful dissociation.

Section 34-263a. - Events causing dissociation.

Section 34-263b. - Effect of dissociation.

Section 34-267. - Events causing dissolution.

Section 34-267a. - Winding up.

Section 34-267b. - Reinstatement after dissolution.

Section 34-267c. - Known claims against dissolved limited liability company.

Section 34-267d. - Other claims against dissolved limited liability company.

Section 34-267e. - Court proceedings.

Section 34-267f. - Disposition of assets in winding up.

Section 34-267g. - Dissolution by forfeiture.

Section 34-271. - Direct action by member.

Section 34-271a. - Derivative action.

Section 34-271b. - Derivative action. Proper plaintiff.

Section 34-271c. - Derivative action. Pleading.

Section 34-271d. - Derivative action. Special litigation committee.

Section 34-271e. - Derivative action. Proceeds and expenses.

Section 34-275. - Governing law.

Section 34-275a. - Registration to transact business in this state.

Section 34-275b. - Foreign registration statement.

Section 34-275c. - Amendment of foreign registration certificate.

Section 34-275d. - Activities not constituting transacting business in this state.

Section 34-275e. - Noncomplying name of foreign limited liability company.

Section 34-275f. - Transfer of registration.

Section 34-275g. - Revocation of foreign registration certificate.

Section 34-275h. - Withdrawal of registration of registered foreign limited liability company.

Section 34-275i. - Action by Attorney General.

Section 34-279. - Definitions.

Section 34-279a. - Applicability of other statutes.

Section 34-279b. - Required notice or approval.

Section 34-279c. - Status of filings.

Section 34-279d. - Nonexclusivity.

Section 34-279e. - Plan reference to external facts.

Section 34-279f. - Applicability of appraisal rights.

Section 34-279g. - Excluded entities and transactions.

Section 34-279h. - Merger authorized.

Section 34-279i. - Action on plan of merging limited liability company.

Section 34-279j. - Filings required for merger. Effective date.

Section 34-279k. - Effect of merger.

Section 34-279l. - Interest exchange authorized.

Section 34-279m. - Plan of interest exchange.

Section 34-279n. - Approval of interest exchange.

Section 34-279o. - Amendment or abandonment of plan of interest exchange.

Section 34-279p. - Certificate of interest exchange. Effective date of interest exchange.

Section 34-279q. - Effect of interest exchange.

Section 34-283. - Uniformity of application and construction.

Section 34-283a. - Relation to Electronic Signatures in Global and National Commerce Act.

Section 34-283b. - Savings clause.

Section 34-283c. - Severability clause.

Section 34-283d. - Rules of construction.

Section 34-290. - Commercial records database.