Limited Liability Companies

  1. Law
  2. Connecticut General Statutes
  3. Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
  4. Limited Liability Companies

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Sections
34-100 to 34-105

Short title: Connecticut Limited Liability Company Act. Definitions. Name. Reservation of name. Statutory agent for service. Service of process on statutory agent, member or manager.

Sections
34-106 to 34-113

Annual report; interim notice of change of manager or member. Failure to file report; incorrect report. Interrogatories by Secretary of the State. Execution of documents. Filing of documents. Forms for documents to be filed; mailings. Fees payable to Secretary of the State; sales tax not imposed. Taxation.

Sections
34-114 to 34-118

Reserved for future use.

Sections
34-119 to 34-124

Restrictions on purposes and powers of limited liability companies. Formation. Articles of organization. Amendment and restatement of articles of organization. Effect of delivery of articles of organization for filing and endorsement. Powers of limited liability company.

Sections
34-125 to 34-129

Reserved for future use.

Sections
34-130 to 34-134

Agency power of members and managers. Admissions and representations by members and managers. Limited liability company charged with notice to or knowledge of any member or manager. Liability of members and managers to third parties. Members and managers as parties to actions.

Sections
34-135 to 34-139

Reserved for future use.

Sections
34-140 to 34-144

Management. Discharge of duties by members and managers. Voting. Liability and indemnification of members and managers. Records and information.

Sections
34-145 to 34-149

Reserved for future use.

Sections
34-150 to 34-152

Contributions to capital. Liability for contribution. Sharing of profits and losses.

Sections
34-153 to 34-157

Reserved for future use.

Sections
34-158 to 34-161

Sharing of interim distributions. Distributions upon an event of dissociation. Distribution in kind. Right to distribution.

Sections
34-162 to 34-166

Reserved for future use.

Sections
34-167 to 34-173

Ownership of limited liability company property. Transfer of property. Nature of membership interest. Assignment of membership interest. Rights of judgment creditor. Right of assignee to become a member. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated member; right of legal representative or successor to become member.

Sections
34-174 to 34-178

Reserved for future use.

Sections
34-179 and 34-180

Admission of members. Events of dissociation.

Sections
34-181 to 34-185

Reserved for future use.

Sections
34-186 and 34-187

Suits by and against limited liability company. Authority to sue on behalf of limited liability company.

Sections
34-188 to 34-192

Reserved for future use.

Sections
34-193 to 34-198

Merger or consolidation. Approval of merger or consolidation. Plan of merger or consolidation. Articles of merger or consolidation. Effect of merger or consolidation. Survivor to be governed by laws of jurisdiction other than this state.

Sections
34-199 and 34-200

Conversion of domestic general or limited partnership to limited liability company. Effect of conversion.

Sections
34-201 to 34-205

Reserved for future use.

Sections
34-206 to 34-211

Dissolution. Judicial dissolution. Winding up. Agency powers of managers or members after dissolution. Distribution of assets. Articles of dissolution.

Sections
34-212 to 34-216

Known claims against dissolved limited liability company. Unknown claims against dissolved limited liability company. Recovery for claims not barred. Dissolution by forfeiture. Reinstatement after dissolution.

Sections
34-217 to 34-221

Reserved for future use.

Sections
34-222 to 34-229

Governing law. Registration with Secretary of the State. Appointment of agent for service of process. Service of process on statutory agent. Issuance of registration. Name. Amendment of application for registration. Annual report; interim notice of change of manager or member.

Sections
34-230 to 34-236

Failure to file report; incorrect report. Cancellation of registration. Revocation of certificate of registration. Transaction of business without registration. Limited amnesty for foreign limited liability companies transacting business without registration. Activities not constituting transacting business in this state. Action by Attorney General.

Sections
34-237 to 34-240

Reserved for future use.

Sections
34-241 and 34-242

Knowledge and notice. Rules of construction.