Connecticut’s LLC statutes lay out the procedures for forming and operating a Connecticut limited liability corporation (LLC).
We provide straightforward explanations of Connecticut LLC legislation in this book, including:
Requirements for forming an LLC
Duties of a Registered Agent and Appointment Operating Agreements
Requirements for Annual Reports
Table of Contents
Requirements for forming an LLC
Connecticut LLC statutes outline the conditions for establishing an LLC. To make the procedure easier, the State of Connecticut designed a company online filing site and a PDF Certificate of Organization form.
Connecticut Corporation Formation Statute
The Connecticut Uniform Limited Liability Company Act contains the following LLC creation statutes:
34-247 Section Limited liability corporation formation. Organizational certificate
(a) One or more people may serve as organizers to incorporate a limited liability corporation by providing a certificate of organization to the Secretary of State for filing.
(b) A certificate of organization must include the following information: (1) the name of the limited liability company, which must comply with section 34-243k; (2) the street address and mailing address of the company’s principal office; (3) the name of a registered agent appointed in accordance with section 34-243n, as well as the company’s registered agent’s street address and mailing address in this state; and (4) the name, business address, and residence address of at least one manager or mem
(c) A certificate of organization may include statements other than those required by subsection (b) of this section, but they may not change or otherwise impact the requirements provided in paragraph (b).
(c) of section 34-243d in an unconstitutional way.
(d) A limited liability corporation is constituted on the day and time it is filed with the Secretary of State, as specified in section 34-247e.
(P.A. 16-97, Section 25; P.A. 17-108, Section 29.)
What This Means: Key Points*
The Connecticut LLC Act outlines the procedures for establishing (or creating) an LLC. To satisfy these criteria, the State of Connecticut provides both online and hard copy LLC filing.
The following information is required for the creation of a Connecticut LLC:
The name of LLC (Must meet Connecticut LLC naming requirements)
The street and postal addresses of the LLC’s primary office
Name of the registered agent, Connecticut address, and acceptance signature
Unless there is a compelling reason why the members’ or managers’ privacy must be safeguarded, the name, address, and dwelling address of at least one management or member
Connecticut LLC Formation Optional Information:
LLC organizers may include their own terms as long as they do not clash with the LLC legislation.
Visit our Connecticut LLC Certificate of Organization tutorial for assistance with completing the LLC formation paperwork.
Duties of a Registered Agent and Appointment
The responsibilities and appointment of the LLC registered agent are defined under Connecticut LLC legislation.
Connecticut Statute for Registered Agents of Limited Liability Companies
The Connecticut Uniform Limited Liability Company Act contains the following registered agent statutes:
34-243n Section Registered representative.
(a) In this state, each limited liability company and each registered foreign limited liability company must appoint and retain a registered agent. A registered agent designation is an assurance by the limited liability company or registered overseas limited liability company that the agent has agreed to function as agent.
(a) A limited liability company’s registered agent must be:
(1) A natural person who resides in this state;
(2) A corporation created in accordance with the laws of this state;
(3) A foreign company that has obtained a certificate of permission to do business or conduct affairs in this state.
(4) Limited liability corporation;
(5) A foreign limited liability corporation that has been registered;
(6) A registered limited liability partnership formed in accordance with the rules of this state;
(7) A registered limited liability partnership that is not formed under the laws of this state and has obtained a certificate of permission to do business or conduct its affairs in this state.
(8) A trust established under the laws of this state; or
(9) Statutory trust that is not formed under the laws of this state but has obtained a certificate of registration to do business or conduct affairs in this state.
(c) A registered foreign limited liability company’s registered agent is:
(1) The Secretary of State and any successors in office;
(2) A natural person who lives in this state;
(3) A company created in accordance with the laws of this state;
(4) A foreign company that has obtained a certificate of authorization to do business or conduct affairs in this state;
(5) A corporation with limited liabilities;
(6) A foreign limited liability corporation that has been registered;
(7) A registered limited liability partnership formed in accordance with the rules of this state;
(8) A registered limited liability partnership that is not incorporated under the laws of this state and has obtained a certificate of permission to do business or conduct affairs in this state;
(9) A trust established under the laws of this state; or
(10) A statutory trust that is not incorporated under the laws of this state but has obtained a certificate of registration to do business or conduct 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 address; and (3) (B) if the registered agent is a natural person, the In each of the cases specified in subparagraphs (A), (B), or (C) of subdivision (3) of this subsection, the address must contain the street, number, or other specific identifier. Each written appointment must also be signed by the registered agent, if other than the Secretary of State.
(e) A limited liability company or registered foreign limited liability company must have a location of business in this state.
(f) A registered agent who has complied with sections 34-243 to 34-283d, inclusive, has the following duties: (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
(P.A. 16-97, S. 15.)
What This Means: Key Points*
The role of a registered agent is to accept service of process (legal summons to a lawsuit).
A registered agent in Connecticut must:
A physical address in Connecticut is required (i.e., not just a P.O. box)
Be a person, a Connecticut company or LLC, or a foreign corporation or LLC with the same business address as the registered office.
The State of Connecticut has registered agent information on file. You must complete a change of registered agent form if you change your registered agent or if your registered agent resigns.
Operating Contracts
Connecticut LLC statutes outline the steps required to create and maintain an LLC operating agreement.
The Connecticut Uniform Limited Liability Company Act contains the following operating agreement statutes:
Section 34-243d. Scope, purpose, and restrictions of an operating agreement.
(a) Except as provided in subsections (c) and (d), the operating agreement governs: (1) relations among members as members and between members and the limited liability company; (2) the rights and duties of a person in the capacity of manager under sections 34-243 to 34-283d, inclusive; (3) the activities and affairs of the company and the conduct of those activities and affairs; and (4) the means and conditions for amending the operating agreement.
(b) If the operating agreement does not address an issue mentioned in paragraph (a) of this section, the requirements of sections 34-243 to 34-283d, inclusive, apply.
(c) An operating agreement may not: (1) change the applicable law under section 34-243c; (2) change a limited liability company’s capacity to sue and be sued in its own name under subsection (a) of section 34-243h; or (3) change any requirement, procedure, or other provision of sections 34-243 to 34-283d, inclusive, pertaining to: (A) registered agents; or (B) the Secretary of the State, including provisions pertaining to records authorized or required to be delivered to the Secr (4) alter or eliminate the duty of loyalty or the duty of care, except as provided in subsection (d) of this section; (6) eliminate the implied contractual obligation of good faith and fair dealing under subsection (d) of section 34-255h, except that the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the obligation’s performance is to be measured; (7) absolve or exonerate a person of culpability for ill faith, purposeful or intentional misbehavior, or knowing violation of the law; (8) unreasonably limit the duties and rights conferred by section 34-255i, except that the operating agreement may impose reasonable restrictions on the availability and use of information obtained under said section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (9) vary the causes of dissolution specified in subdivisions (4) and (5) of subsection (a) of section 34-267; (10) vary the requirement to wind up the company’s activities and affairs specified in subsections (a) and (e) of section 34-267a and subdivision (1) of subsection (b) of section 34-267a; (11) unreasonably restrict a member’s right to maintain an action under sections 34-271 to 34-271e, inclusive;
(d) The following rules apply, subject to subdivision (7) of subsection (c) of this section and without restricting additional provisions that may be included in an operating agreement: (1) The operating agreement may: (A) specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested persons after full disclosure of all material facts; and (B) modify the prohibition on making a distribution under subdivision (2) of subsection (a) of section 34-255d to require only that the company’s total assets not be less than the sum of its total assets. (2) To the extent that a member-managed limited liability company’s operating agreement expressly relieves a member of a responsibility that the member would otherwise have under sections 34-243 to 34-283d, inclusive, and imposes the responsibility on one or more other members, the operating agreement may also eliminate or limit any fiduciary duty of the member relieved of the responsibility that would have pertained to the responsibility. (3) If not manifestly unreasonable, the operating agreement may: (A) alter or eliminate the aspects of the duty of loyalty set forth in sections 34-255h subsections (b) and I (B) identify specific types or categories of activities that do not violate the duty of loyalty; (C) alter the duty of care, but may not authorize conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; and (D) alter or eliminate any other fiduciary duty.
(e) Under subdivision (6) of subsection (c) of this section or subdivision (3) of subsection (d) of this section, the court shall consider as a matter of law whether a condition of an operating agreement is plainly unreasonable. The court shall: (1) make its determination as of the time the challenged term became part of the operating agreement and shall consider only circumstances that existed at that time; and (2) may invalidate the term only if, in light of the limited liability company’s purposes, activities, and affairs, it is readily apparent that: (A) the term’s objective is unreasonable; or (B) the term is an unreasonable means to achieve the term’s objective.
What This Means: Key Points*
An LLC operating agreement enables LLC members to establish ground rules for how their particular LLC will run. These regulations are often referred to as “terms” or “provisions.”
Operating agreements are governed by state law. If the legislation states that LLC members cannot dissolve an LLC unless all members agree, LLC members cannot amend or override the statute by an operating agreement.
It is simpler to negotiate difficulties regarding the running of the LLC when an operating agreement is in place. In the event of a litigation or disagreement, LLC members (or the courts) will have something to refer to.
If an LLC member cannot settle a disagreement and there is no operating agreement, the courts will apply LLC legislation to determine the matter.
Making an Operating Contract
Some LLCs, such as professional or real estate LLCs, may need special terms, but others may merely require basic provisions:
Responsibilities of each member
How will new members be admitted?
How may current members transfer or cancel their membership?
How will earnings and dividends be distributed?
The procedure for making changes to the operating agreement
Requirements for Annual Reports
The criteria for yearly LLC reporting are outlined in Connecticut LLC legislation. To make the procedure easier, the state of Connecticut has built an online gateway for yearly reports.
Statute for Connecticut LLC Annual Report
The Connecticut Uniform Limited Liability Company Act contains the following annual report statutes:
34-247k is a section. Report for the year.
(a) A limited liability company or a registered foreign limited liability company must submit an annual report to the Secretary of State through electronic transmission that includes the following information:
(1) The company’s name;
(2) The major office’s street and postal addresses;
(3) The name, business address, and dwelling address of at least one member or management, except that if good reason is demonstrated, the Secretary of State may accept a business address in place of such manager’s or member’s business and home addresses. A showing of good reason for the purposes of this subdivision must include, but is not limited to, a finding that public publication of the manager’s or member’s dwelling address may jeopardize the manager’s or member’s personal security.
(4) The registered agent’s name and address;
(5) An electronic mail address at which the Secretary of State may interact with the corporation or its filing agent, if the company or its filing agent has one;
(6) In the case of a foreign limited liability corporation, any alternative name established under section 34-275e, its controlling jurisdiction, and, if required by law, the street and postal addresses of the relevant office; and
(7) Any other information, including the North American Industry Classification System Code, that the Secretary believes relevant for evaluating the limited liability company’s primary purpose.
(b) The annual report’s information must be current as of the date the report is signed by the limited liability company or registered overseas limited liability company.
(c) The first annual report must be submitted with the Secretary of State after January 1st and before April 1st of the year following the calendar year in which the limited liability corporation was created or registered to conduct business in this state. Subsequent annual reports must be submitted with the Secretary of State after January 1st and before April 1st of each subsequent calendar year.
(d) If an annual report lacks the information required by this section, the Secretary of State must quickly notify the reporting limited liability company or registered foreign limited liability company and return the report for repair.
(e) The Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission upon the request of a limited liability company or a registered foreign limited liability company if the limited liability company or registered foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means, or if other good cause is shown. Electronic transmission must be confined for the purposes of this section to online filing over the Internet or any newer means of computer-aided, automated filing authorized by the Secretary of State for annual report filing.
(f) If the manager or member named in a limited liability company’s or a registered foreign limited liability company’s most recent annual report filed pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days before the month in which the limited liability company’s next annual report becomes due, the limited liability company shall be deemed to have complied with this subsection. Any such change in management or membership that happens during the thirty-day period before the month in which the limited liability company’s next annual report is due should be noted in that report.
(P.A. 16-97, Section 36; P.A. 17-108, Section 34; P.A. 19-40, Section 3.)
What This Means: Key Points*
Connecticut annual reports may be filed online.
Your Connecticut LLC annual report must include (and be current as of the date of filing) the following information:
The company’s name
The street location and postal address of the LLC’s primary office
Unless the secretary of state finds it essential to preserve the privacy of members or managers, the name, title, and address of at least one member/manager.
The registered agent’s name and address
The email address of the LLC
The NAICS code is used to establish the purpose of the LLC.