Connecticut LLC Operating Agreement
The Connecticut LLC Operating Agreement is the core document that is referred to when issues
concerning a Connecticut limited liability company
(“LLC”) need to be resolved.
The LLC Operating Agreement
is the most important document for your Connecticut LLC.
In
the case of a single member LLC, without the formality of
an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With
respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement
among the members with respect to the affairs and management
of the LLC and governs the relationship amongst the members
of the LLC. By having an LLC Operating Agreement, the members
will be provided with a clear set of rules that all members
have agreed upon greatly reducing the likelihood of disagreement
between them in the future. A LLC Operating Agreement will
also greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Connecticut.
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The LLC operating agreement does not have to be filed
with any state agency. All states, including the state of
Connecticut will enforce valid operating agreements entered
into among LLC members. The operating agreement will only
be enforced against the persons who are parties to the agreement.
Therefore, it is extremely important that all members of
an LLC sign the operating agreement.
Your Connecticut Limited Liability Company
LLC Filing Office
Connecticut Secretary
of State
30 Trinity Street
P.O. Box 150470
Hartford, CT 06106
Tel: 860-509-6002
http://www.concord.sots.ct.gov
Check Name Availability
Entity or Franchise
Level Tax
Connecticut does not require partnerships, LLCs taxable as partnerships,
or disregarded single-member LLCs to pay a general net worth
tax or a tax based on net income.
However, Connecticut requires limited partnerships,
LLCs taxable as partnerships, and disregarded single-member
LLCs that file a report with the Secretary of State to pay
the state Department of Revenue an annual $250 business
entity tax.
State LLC Act
The Connecticut LLC
Act is contained in Title 34, Chapter 613 of the Connecticut
Statutes
The Connecticut LLC act
Important Statutory Rules
LLC Management
An LLC is managed
by its members unless the Articles of Organization states
that the LLC is to be managed by one or more managers.
Admission of Members
Unless the Operating
Agreement states otherwise, new membership must be issued
with the written consent of a majority-in-interest of members.
Amending the Operating Agreement
Unless the Operating
Agreement states otherwise, amendments to the Operating
Agreement must be approved by at least two-thirds in interest
of members.
Transfers of LLC Property
If an LLC is member-managed,
transfers of LLC property may be transferred by a document
signed by a member on behalf of the LLC; if manager-managed,
only a manager can execute such a transfer document on behalf
of the LLC.
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