(a) A limited liability company is a member-managed limited liability company unless the operating agreement:
(1) Expressly provides that: (A) The company is or will be “manager-managed”; (B) the company is or will be “managed by managers”; or (C) management of the company is or will be “vested in managers”; or
(2) Includes words of similar import.
(b) In a member-managed limited liability company, the following rules apply:
(1) Except as expressly provided in sections 34-243 to 34-283d, inclusive, the management and conduct of the company are vested in the members.
(2) Matters in the ordinary course of the activities of the company shall be decided by the affirmative vote or consent of a majority in interest of the members.
(3) The affirmative vote or consent of two-thirds in interest of the members is required to: (A) Undertake an act outside the ordinary course of the company's activities and affairs; or (B) approve a transaction under the Connecticut Entity Transactions Act.
(4) The affirmative vote or consent of all of the members is required to amend the operating agreement or to amend the certificate of organization.
(c) In a manager-managed limited liability company, the following rules apply:
(1) Except as expressly provided in sections 34-243 to 34-283d, inclusive, any matter relating to the activities and affairs of the company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers.
(2) Each manager has equal rights in the management and conduct of the company's activities and affairs.
(3) The affirmative vote or consent of two-thirds in interest of the members is required to: (A) Undertake an act outside the ordinary course of the company's activities and affairs; or (B) approve a transaction under the Connecticut Entity Transactions Act.
(4) The affirmative vote or consent of all of the members is required to amend the operating agreement or to amend the certificate of organization.
(5) A manager may be chosen at any time by the affirmative vote or consent of a majority in interest of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority in interest of the members without notice or cause.
(6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.
(7) A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members which the person incurred while a manager.
(d) An action requiring the vote or consent of members under sections 34-243 to 34-283d, inclusive, may be taken without a meeting, and a member may appoint a proxy or other agent to vote, consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.
(e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.
(f) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.
(g) A payment or advance made by a member that gives rise to an obligation of the limited liability company under subsection (f) of this section or subsection (a) of section 34-255g constitutes a loan to the company.
(h) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.
(P.A. 16-97, S. 45.)
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.