(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 this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.
(2) A company's initial certificate of organization shall be signed by at least one person acting as an organizer.
(3) A record delivered on behalf of a dissolved company that has no member shall be signed by the person winding up the company's activities and affairs under subsection (c) of section 34-267a or a person appointed under subsection (d) of section 34-267a to wind up the activities and affairs.
(4) Any other record delivered on behalf of a person to the Secretary of the State for filing shall be signed by that person.
(b) Any record filed under sections 34-243 to 34-283d, inclusive, may be signed by an agent. Whenever any provision of sections 34-243 to 34-283d, inclusive, requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) The Secretary of the State is not required to verify either a signature's authenticity or the authority of the person signing to so commit the limited liability company, and the acceptance of a document by the Secretary of the State shall not therefore serve to validate the veracity of the signature or the signatory.
(P.A. 16-97, S. 27.)
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.