Chapter 613a. Uniform Limited Liability Company Act
Section
34-243Short title: Connecticut Uniform Limited Liability Company Act.34-243aDefinitions.34-243bKnowledge. Notice.34-243cGoverning law.34-243dOperating agreement: Scope, function and limitations.34-243eOperating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.34-243fOperating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.34-243gNature, purpose and duration of limited liability company.34-243hPowers and purposes. Restrictions.34-243iEffective date. Application to existing relationships.34-243jSupplemental principles of law.34-243kPermitted name.34-243lReservation of name.34-243mRegistration of name.34-243nRegistered agent.34-243oChange of registered agent or address for registered agent by limited liability company.34-243pResignation of registered agent.34-243qChange of name or address by registered agent.34-243rService of process, notice or demand.34-243sDelivery of record.34-243tReservation of power to amend or repeal.34-243uFees payable to Secretary of the State. Sales tax not imposed.34-243vTaxation.34-243wSavings clause.34-243xInterrogatories by Secretary of the State.34-243yPowers of Secretary of the State.34-244 to 34-24634-244 to 34-24634-247Formation of limited liability company. Certificate of organization.34-247aAmendment or restatement of certificate of organization.34-247bSigning of records delivered to Secretary of the State for filing.34-247cSigning and filing of record pursuant to judicial order.34-247dLiability for inaccurate information in filed record.34-247eFiling requirements.34-247fEffective date and time.34-247gWithdrawal of filed record prior to taking effect.34-247hCorrecting filed record.34-247iDuties of Secretary of the State re filing and delivery of record.34-247jCertificate of legal existence.34-247kAnnual report.34-248 to 34-25034-248 to 34-25034-251Effect of person's status as member.34-251aLiability of members and managers.34-252 to 34-25434-252 to 34-25434-255Becoming a member.34-255aForm of contribution.34-255bLiability for contribution.34-255cSharing of and right to distributions before dissolution.34-255dLimitations on distributions.34-255eLiability for improper distributions.34-255fManagement of limited liability company.34-255gReimbursement, indemnification, advancement and insurance.34-255hStandards of conduct for members and managers.34-255iRights of member, manager and person disassociated as member to information.34-256 to 34-25834-256 to 34-25834-259Nature of transferable interest.34-259aTransfer of transferable interest.34-259bCharging order.34-259cPower of legal representative of deceased member.34-260 to 34-26234-260 to 34-26234-263Power to dissociate as member. Wrongful dissociation.34-263aEvents causing dissociation.34-263bEffect of dissociation.34-264 to 34-26634-264 to 34-26634-267Events causing dissolution.34-267aWinding up.34-267bReinstatement after dissolution.34-267cKnown claims against dissolved limited liability company.34-267dOther claims against dissolved limited liability company.34-267eCourt proceedings.34-267fDisposition of assets in winding up.34-267gDissolution by forfeiture.34-268 to 34-27034-268 to 34-27034-271Direct action by member.34-271aDerivative action.34-271bDerivative action. Proper plaintiff.34-271cDerivative action. Pleading.34-271dDerivative action. Special litigation committee.34-271eDerivative action. Proceeds and expenses.34-272 to 34-27434-272 to 34-27434-275Governing law.34-275aRegistration to transact business in this state.34-275bForeign registration certificate.34-275cAmendment of foreign registration certificate.34-275dActivities not constituting transacting business in this state.34-275eNoncomplying name of foreign limited liability company.34-275fTransfer of registration.34-275gRevocation of foreign registration certificate.34-275hWithdrawal of registration of registered foreign limited liability company.34-275iAction by Attorney General.34-276 to 34-27834-276 to 34-27834-279Definitions.34-279aApplicability of other statutes.34-279bRequired notice or approval.34-279cStatus of filings.34-279dNonexclusivity.34-279ePlan reference to external facts.34-279fApplicability of appraisal rights.34-279gExcluded entities and transactions.34-279hMerger authorized.34-279iAction on plan of merging limited liability company.34-279jFilings required for merger. Effective date.34-279kEffect of merger.34-279lInterest exchange authorized.34-279mPlan of interest exchange.34-279nApproval of interest exchange.34-279oAmendment or abandonment of plan of interest exchange.34-279pCertificate of interest exchange. Effective date of interest exchange.34-279qEffect of interest exchange.34-280 to 34-28234-280 to 34-28234-283Uniformity of application and construction.34-283aRelation to Electronic Signatures in Global and National Commerce Act.34-283bSavings clause.34-283cSeverability clause.34-283dRules of construction.34-284 to 34-28934-284 to 34-28934-290Commercial records database.34-291 to 34-29934-291 to 34-299