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Attorney Ben Proto - The Musings of a Mad Lawyer

Monday, April 15, 2019

What is the Connecticut Uniform Limited Liability Act? Part One

The first major revision of the Connecticut Limited Liability Company Act since its passage in 1993 was signed into law in 2017. This new law, called the Connecticut Uniform Limited Liability Company Act (the Act), is intended to create a more business-friendly environment for LLCs. Below is an overview of some of the major updates enacted by this new version of Connecticut's LLC law. 

Terminology 

Some of the major changes to the Act's terminology include:

  • An LLC's organization document was changed from "articles of organization" to "certificate of organization"
  • An LLC's designated individual who receives legal process was changed from “statutory agent for service" to "registered agent"
  • The document the LLC must file after a merger is approved was changed from "articles of merger" to "certificate of merger"

Operating Agreement Prohibitions

The Act prohibits an operating agreement from: 

  • Applying out-of-state laws to govern Connecticut domestic LLCs
  • Eliminating the obligation of good faith and fair dealing 
  • Relieving an individual from liability for conduct involving bad faith, misconduct, or violation of the law

Certificate of Organization 

Regarding certificates of organization, the Act requires the following:

An LLC's operating agreement must state whether it will be run by a manager 
The certificate of organization must state the name, business address, and residence address of at least one manager or member

Professional Services LLCs

The Act also makes updates to the provisions for LLCs formed to render professional services, such as LLCs for accountants, doctors, and architects. However, the Act maintains certain requirements in this area, such as the requirement that each member of an LLC must be licensed or otherwise authorized by law to render such services. Changes include: 

  • An LLC formed to render professional services must include “PLLC,” "professional limited liability company," or "P.L.L.C."  in its name 
  • Physician assistants have been added to the list of professions that are permitted to be part of a professional services LLC
  • Domestic LLCs are permitted to merge with foreign LLCs that offer professional services under similar circumstances
  • Members of two or more of the following professions may form a professional services LLC: 

- Psychology
- Family and marital therapy
- Social work
- Nursing 
- Psychiatry
- Occupational therapy
- Medicine and surgery
- Alcohol and drug counseling
- Chiropractic

Connecticut Business  Law Attorney 

The Law Office of Benjamin S. Proto, Jr. provides advice and guidance regarding all types of business activity. At the Law Office of Benjamin S. Proto, Jr., our experienced Connecticut business law attorney advises and represents businesses and entrepreneurs of all sizes and types. Whether you are starting a business, establishing an LLC or corporation,  forming a partnership or joint venture, seeking licensing or permits, or are involved in any other business activities that require legal assistance, please contact us as soon as possible to schedule a free consultation. 





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