Connecticut General Statutes|Chapter 613a - Uniform Limited Liability Company Act

Sec. 34-243. Short title: Connecticut Uniform Limited Liability Company Act.

Sec. 34-243a. Definitions.

Sec. 34-243b. Knowledge. Notice.

Sec. 34-243c. Governing law.

Sec. 34-243d. Operating agreement: Scope, function and limitations.

Sec. 34-243e. Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.

Sec. 34-243f. Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.

Sec. 34-243g. Nature, purpose and duration of limited liability company.

Sec. 34-243h. Powers and purposes. Restrictions.

Sec. 34-243i. Effective date. Application to existing relationships.

Sec. 34-243j. Supplemental principles of law.

Sec. 34-243k. Permitted name.

Sec. 34-243l. Reservation of name.

Sec. 34-243m. Registration of name.

Sec. 34-243n. Registered agent.

Sec. 34-243o. Change of registered agent or address for registered agent by limited liability company.

Sec. 34-243p. Resignation of registered agent.

Sec. 34-243q. Change of name or address by registered agent.

Sec. 34-243r. Service of process, notice or demand.

Sec. 34-243s. Delivery of record.

Sec. 34-243t. Reservation of power to amend or repeal.

Sec. 34-243u. Fees payable to Secretary of the State. Sales tax not imposed.

Sec. 34-243v. Taxation.

Sec. 34-243w. Savings clause.

Secs. 34-244 to 34-246.

Sec. 34-247. Formation of limited liability company. Certificate of organization.

Sec. 34-247a. Amendment or restatement of certificate of organization.

Sec. 34-247b. Signing of records delivered to Secretary of the State for filing.

Sec. 34-247c. Signing and filing of record pursuant to judicial order.

Sec. 34-247d. Liability for inaccurate information in filed record.

Sec. 34-247e. Filing requirements.

Sec. 34-247f. Effective date and time.

Sec. 34-247g. Withdrawal of filed record prior to taking effect.

Sec. 34-247h. Correcting filed record.

Sec. 34-247i. Duties of Secretary of the State re filing and delivery of record.

Sec. 34-247j. Certificate of legal existence.

Sec. 34-247k. Annual report.

Secs. 34-248 to 34-250.

Sec. 34-251. Effect of person's status as member.

Sec. 34-251a. Liability of members and managers.

Secs. 34-252 to 34-254.

Sec. 34-255. Becoming a member.

Sec. 34-255a. Form of contribution.

Sec. 34-255b. Liability for contribution.

Sec. 34-255c. Sharing of and right to distributions before dissolution.

Sec. 34-255d. Limitations on distributions.

Sec. 34-255e. Liability for improper distributions.

Sec. 34-255f. Management of limited liability company.

Sec. 34-255g. Reimbursement, indemnification, advancement and insurance.

Sec. 34-255h. Standards of conduct for members and managers.

Sec. 34-255i. Rights of member, manager and person disassociated as member to information.

Secs. 34-256 to 34-258.

Sec. 34-259. Nature of transferable interest.

Sec. 34-259a. Transfer of transferable interest.

Sec. 34-259b. Charging order.

Sec. 34-259c. Power of legal representative of deceased member.

Secs. 34-260 to 34-262.

Sec. 34-263. Power to dissociate as member. Wrongful dissociation.

Sec. 34-263a. Events causing dissociation.

Sec. 34-263b. Effect of dissociation.

Secs. 34-264 to 34-266.

Sec. 34-267. Events causing dissolution.

Sec. 34-267a. Winding up.

Sec. 34-267b. Reinstatement after dissolution.

Sec. 34-267c. Known claims against dissolved limited liability company.

Sec. 34-267d. Other claims against dissolved limited liability company.

Sec. 34-267e. Court proceedings.

Sec. 34-267f. Disposition of assets in winding up.

Sec. 34-267g. Dissolution by forfeiture.

Secs. 34-268 to 34-270.

Sec. 34-271. Direct action by member.

Sec. 34-271a. Derivative action.

Sec. 34-271b. Derivative action. Proper plaintiff.

Sec. 34-271c. Derivative action. Pleading.

Sec. 34-271d. Derivative action. Special litigation committee.

Sec. 34-271e. Derivative action. Proceeds and expenses.

Secs. 34-272 to 34-274.

Sec. 34-275. Governing law.

Sec. 34-275a. Registration to transact business in this state.

Sec. 34-275b. Foreign registration statement.

Sec. 34-275c. Amendment of foreign registration certificate.

Sec. 34-275d. Activities not constituting transacting business in this state.

Sec. 34-275e. Noncomplying name of foreign limited liability company.

Sec. 34-275f. Transfer of registration.

Sec. 34-275g. Revocation of foreign registration certificate.

Sec. 34-275h. Withdrawal of registration of registered foreign limited liability company.

Sec. 34-275i. Action by Attorney General.

Secs. 34-276 to 34-278.

Sec. 34-279. Definitions.

Sec. 34-279a. Applicability of other statutes.

Sec. 34-279b. Required notice or approval.

Sec. 34-279c. Status of filings.

Sec. 34-279d. Nonexclusivity.

Sec. 34-279e. Plan reference to external facts.

Sec. 34-279f. Applicability of appraisal rights.

Sec. 34-279g. Excluded entities and transactions.

Sec. 34-279h. Merger authorized.

Sec. 34-279i. Action on plan of merging limited liability company.

Sec. 34-279j. Filings required for merger. Effective date.

Sec. 34-279k. Effect of merger.

Sec. 34-279l. Interest exchange authorized.

Sec. 34-279m. Plan of interest exchange.

Sec. 34-279n. Approval of interest exchange.

Sec. 34-279o. Amendment or abandonment of plan of interest exchange.

Sec. 34-279p. Certificate of interest exchange. Effective date of interest exchange.

Sec. 34-279q. Effect of interest exchange.

Secs. 34-280 to 34-282.

Sec. 34-283. Uniformity of application and construction.

Sec. 34-283a. Relation to Electronic Signatures in Global and National Commerce Act.

Sec. 34-283b. Savings clause.

Sec. 34-283c. Severability clause.

Sec. 34-283d. Rules of construction.

Secs. 34-284 to 34-289.

Sec. 34-290. Commercial records database.

Secs. 34-291 to 34-299.