Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613a - Uniform Limited Liability Company Act

Section 34-243e. - Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement. - (a) A limited liability company is bound by and may...

Section 34-243f. - Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company. - (a) An operating agreement may specify that its amendment requires...

Section 34-243g. - Nature, purpose and duration of limited liability company. - (a) A limited liability company is an entity distinct from...

Section 34-243h. - Powers and purposes. Restrictions. - (a) A limited liability company has the capacity to sue...

Section 34-243i. - Effective date. Application to existing relationships. - (a) Except as provided in subsection (b) of this section,...

Section 34-243j. - Supplemental principles of law. - Unless displaced by particular provisions of sections 34-243 to 34-283d,...

Section 34-243k. - Permitted name. - (a) The name of a limited liability company shall contain...

Section 34-243l. - Reservation of name. - (a) A person may reserve the exclusive use of a...

Section 34-243m. - Registration of name. - (a) A foreign limited liability company that is not registered...

Section 34-243n. - Registered agent. - (a) Each limited liability company and each registered foreign limited...

Section 34-243o. - Change of registered agent or address for registered agent by limited liability company. - (a) A limited liability company or registered foreign limited liability...

Section 34-243p. - Resignation of registered agent. - (a) A registered agent may resign as an agent for...

Section 34-243q. - Change of name or address by registered agent. - (a) If a registered agent changes its name or address,...

Section 34-243r. - Service of process, notice or demand. - (a) A limited liability company or registered foreign limited liability...

Section 34-243s. - Delivery of record. - (a) Except as provided in sections 34-243 to 34-283d, inclusive,...

Section 34-243t. - Reservation of power to amend or repeal. - The Connecticut General Assembly has power to amend or repeal...

Section 34-243u. - Fees payable to Secretary of the State. Sales tax not imposed. - The Secretary of the State shall charge and collect the...

Section 34-243v. - Taxation. - A limited liability company formed under sections 34-243 to 34-283d,...

Section 34-243w. - Savings clause. - The repeal of sections 34-100 to 34-113, inclusive, 34-119 to...

Section 34-247. - Formation of limited liability company. Certificate of organization. - (a) One or more persons may act as organizers to...

Section 34-247a. - Amendment or restatement of certificate of organization. - (a) A certificate of organization may be amended or restated...

Section 34-247b. - Signing of records delivered to Secretary of the State for filing. - (a) A record delivered to the Secretary of the State...

Section 34-247c. - Signing and filing of record pursuant to judicial order. - (a) If a person required by sections 34-243 to 34-283d,...

Section 34-247d. - Liability for inaccurate information in filed record. - (a) If a record delivered to the Secretary of the...

Section 34-247e. - Filing requirements. - (a) To be filed by the Secretary of the State...

Section 34-247f. - Effective date and time. - Except as provided in section 34-247g and subject to the...

Section 34-247g. - Withdrawal of filed record prior to taking effect. - (a) A record delivered to the Secretary of the State...

Section 34-247h. - Correcting filed record. - (a) A person on whose behalf a record was delivered...

Section 34-247i. - Duties of Secretary of the State re filing and delivery of record. - (a) The Secretary of the State shall file a record...

Section 34-247j. - Certificate of legal existence. - On request of any person, the Secretary of the State...

Section 34-247k. - Annual report. - (a) A limited liability company or a registered foreign limited...

Section 34-251. - Effect of person's status as member. - (a) A member is not an agent of a limited...

Section 34-251a. - Liability of members and managers. - (a) A debt, obligation or other liability of a limited...

Section 34-255. - Becoming a member. - (a) If a limited liability company is to have only...

Section 34-255a. - Form of contribution. - A contribution may consist of property transferred to, services performed...

Section 34-255b. - Liability for contribution. - (a) A person's obligation to make a contribution to a...

Section 34-255c. - Sharing of and right to distributions before dissolution. - (a) Any distributions made by a limited liability company before...

Section 34-255d. - Limitations on distributions. - (a) A limited liability company may not make a distribution,...

Section 34-255e. - Liability for improper distributions. - (a) Except as provided in subsection (b) of this section,...

Section 34-255f. - Management of limited liability company. - (a) A limited liability company is a member-managed limited liability...

Section 34-255g. - Reimbursement, indemnification, advancement and insurance. - (a) A limited liability company shall reimburse a member of...

Section 34-255h. - Standards of conduct for members and managers. - (a) A member of a member-managed limited liability company owes...

Section 34-255i. - Rights of member, manager and person disassociated as member to information. - (a) In a member-managed limited liability company, the following rules...

Section 34-259. - Nature of transferable interest. - A transferable interest is personal property. (P.A. 16-97, S. 49.)...

Section 34-259a. - Transfer of transferable interest. - (a) Subject to subsection (f) of section 34-259b, a transfer,...

Section 34-259b. - Charging order. - (a) On application by a judgment creditor of a member...

Section 34-259c. - Power of legal representative of deceased member. - If a member dies, the deceased member's legal representative may...

Section 34-263. - Power to dissociate as member. Wrongful dissociation. - (a) A person has the power to dissociate as a...

Section 34-263a. - Events causing dissociation. - A person is dissociated as a member when: (1) The...

Section 34-263b. - Effect of dissociation. - (a) If a person is dissociated as a member: (1)...

Section 34-267. - Events causing dissolution. - (a) A limited liability company is dissolved, and its activities...

Section 34-267a. - Winding up. - (a) A dissolved limited liability company shall wind up its...

Section 34-267b. - Reinstatement after dissolution. - (a) A limited liability company may be reinstated as provided...

Section 34-267c. - Known claims against dissolved limited liability company. - (a) Except as provided in subsection (d) of this section,...

Section 34-267d. - Other claims against dissolved limited liability company. - (a) A dissolved limited liability company may publish notice of...

Section 34-267e. - Court proceedings. - (a) A dissolved limited liability company that has published a...

Section 34-267f. - Disposition of assets in winding up. - (a) In winding up its activities and affairs, a limited...

Section 34-267g. - Dissolution by forfeiture. - (a) The Secretary of the State may effect the dissolution...

Section 34-271. - Direct action by member. - (a) Subject to subsection (b) of this section, a member...

Section 34-271a. - Derivative action. - A member may maintain a derivative action to enforce a...

Section 34-271b. - Derivative action. Proper plaintiff. - A derivative action to enforce a right of a limited...

Section 34-271c. - Derivative action. Pleading. - In a derivative action, the complaint must state with particularity:...

Section 34-271d. - Derivative action. Special litigation committee. - (a) If a limited liability company is named as or...

Section 34-271e. - Derivative action. Proceeds and expenses. - (a) Except as provided in subsection (b) of this section:...

Section 34-275. - Governing law. - (a) The law of the governing jurisdiction of a foreign...

Section 34-275a. - Registration to transact business in this state. - (a) A foreign limited liability company may not transact business...

Section 34-275b. - Foreign registration statement. - To register to do business in this state, a foreign...

Section 34-275c. - Amendment of foreign registration certificate. - A registered foreign limited liability company shall deliver to the...

Section 34-275d. - Activities not constituting transacting business in this state. - (a) Activities of a foreign limited liability company which do...

Section 34-275e. - Noncomplying name of foreign limited liability company. - (a) A foreign limited liability company whose name does not...

Section 34-275f. - Transfer of registration. - (a) When a registered foreign limited liability company has merged...

Section 34-275g. - Revocation of foreign registration certificate. - (a) The foreign registration certificate of a foreign limited liability...

Section 34-275h. - Withdrawal of registration of registered foreign limited liability company. - (a) A registered foreign limited liability company may withdraw its...

Section 34-275i. - Action by Attorney General. - The Attorney General may maintain an action to enjoin a...

Section 34-279. - Definitions. - As used in this section and sections 34-279a to 34-279q,...

Section 34-279a. - Applicability of other statutes. - (a) Unless displaced by the particular provisions of sections 34-279...

Section 34-279b. - Required notice or approval. - (a) A limited liability company or foreign limited liability company...

Section 34-279c. - Status of filings. - A filing under sections 34-279 to 34-279q, inclusive, signed by...

Section 34-279d. - Nonexclusivity. - (a) The fact that a transaction under sections 34-279 to...

Section 34-279e. - Plan reference to external facts. - A plan may refer to facts ascertainable outside the plan,...

Section 34-279f. - Applicability of appraisal rights. - (a) Subject to subsection (b) of this section, nothing in...

Section 34-279g. - Excluded entities and transactions. - Sections 34-279 to 34-279q, inclusive, shall not be used to...

Section 34-279h. - Merger authorized. - (a) A limited liability company may merge with one or...

Section 34-279i. - Action on plan of merging limited liability company. - (a) Unless otherwise provided in the certificate of organization or...

Section 34-279j. - Filings required for merger. Effective date. - (a) After each merging limited liability company has approved a...

Section 34-279k. - Effect of merger. - (a) When a merger becomes effective: (1) The surviving limited...

Section 34-279l. - Interest exchange authorized. - (a) By complying with the provisions of this section and...

Section 34-279m. - Plan of interest exchange. - (a) A limited liability company may be the acquired limited...

Section 34-279n. - Approval of interest exchange. - (a) Unless otherwise provided in the certificate of organization or...

Section 34-279o. - Amendment or abandonment of plan of interest exchange. - (a) A plan of interest exchange may be amended only...

Section 34-279p. - Certificate of interest exchange. Effective date of interest exchange. - (a) A certificate of interest exchange must be signed by...

Section 34-279q. - Effect of interest exchange. - (a) When an interest exchange in which the acquired entity...

Section 34-283. - Uniformity of application and construction. - In applying and construing the provisions of the Connecticut Uniform...

Section 34-283a. - Relation to Electronic Signatures in Global and National Commerce Act. - Sections 34-243 to 34-283d, inclusive, modify, limit and supersede the...

Section 34-283b. - Savings clause. - Sections 34-243 to 34-283d, inclusive, do not affect an action...

Section 34-283c. - Severability clause. - If any provision of sections 34-243 to 34-283d, inclusive, or...

Section 34-283d. - Rules of construction. - (a) It is the policy of this section and sections...

Section 34-290. - Commercial records database. - If any reprogramming of or upgrade to the office of...

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Connecticut General Statutes Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts Chapter 613a - Uniform Limited Liability Company Act

Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613a - Uniform Limited Liability Company Act