(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 or registered foreign limited liability company that the agent has consented to serve as agent.
(b) The registered agent for a limited liability company shall be a:
(1) Natural person who is a resident of this state;
(2) Corporation formed under the laws of this state;
(3) Foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state;
(4) Limited liability company;
(5) Registered foreign limited liability company;
(6) Registered limited liability partnership organized under the laws of this state;
(7) Registered limited liability partnership that is not organized under the laws of this state and that has procured a certificate of authority to transact business or conduct its affairs in this state;
(8) Statutory trust organized under the laws of this state; or
(9) Statutory trust that is not organized under the laws of this state and that has procured a certificate of registration to transact business or conduct its affairs in this state.
(c) The registered agent for a registered foreign limited liability company shall be:
(1) The Secretary of the State and his or her successors in office;
(2) A natural person who is a resident of this state;
(3) A corporation formed under the laws of this state;
(4) A foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state;
(5) A limited liability company;
(6) A registered foreign limited liability company;
(7) A registered limited liability partnership organized under the laws of this state;
(8) A registered limited liability partnership that is not organized under the laws of this state and that has procured a certificate of authority to transact business or conduct its affairs in this state;
(9) A statutory trust organized under the laws of this state; or
(10) A statutory trust that is not organized under the laws of this state and that has procured a certificate of registration to transact business or conduct its affairs in this state.
(d) A limited liability company's or a registered foreign limited liability company's registered agent shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the limited liability company or registered foreign limited liability company; (2) the name of the registered agent; and (3) (A) if the registered agent is a natural person, the business and residence addresses thereof; (B) if the registered agent is an entity organized under the laws of this state, the address of the principal office thereof; or (C) if the registered agent is an entity that is not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case set forth in subparagraph (A), (B) or (C) of subdivision (3) of this subsection, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by, if other than the Secretary of the State, the registered agent therein appointed.
(e) A registered agent for a limited liability company or registered foreign limited liability company shall have a place of business in this state.
(f) The only duties under sections 34-243 to 34-283d, inclusive, of a registered agent that has complied with sections 34-243 to 34-283d, inclusive, are: (1) To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company any process, notice or demand pertaining to the limited liability company or registered foreign limited liability company that is served on or received by the agent; (2) if the registered agent resigns, to provide the notice required by subsection (c) of section 34-243p to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company; and (3) if the registered agent changes its name or address, to provide the notice required by section 34-243q.
(P.A. 16-97, S. 15.)
History: P.A. 16-97 effective July 1, 2017.
Structure Connecticut General Statutes
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 34-243g. - 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 34-243p. - 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 34-243w. - 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.