Connecticut General Statutes
Chapter 613a - Uniform Limited Liability Company Act
Section 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.

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.