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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. 


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.

Read more . . .

Sunday, March 17, 2019

Common Issues That Delay Real Estate Closings in Connecticut

Both buyers and sellers of property look forward to closing, as it represents the last step of the real estate transaction process. Therefore, it is especially frustrating when an issue comes up that delays closing. Luckily, with proper planning and the guidance of an experienced Connecticut real estate attorney, most of these issues can be avoided.
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Saturday, February 23, 2019

Common Real Estate Contract Mistakes

Mistakes in real estate contracts can cause major headaches for buyers and sellers alike. One way to avoid such mistakes is to hire an experienced Connecticut real estate attorney to assist you with your real estate transactions. With an experienced real estate attorney by your side, you greatly increase your chances of avoiding the following common real estate contract mistakes:

Incomplete sections - Every blank space on a real estate contract must be completed.
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Friday, January 25, 2019

Can I Terminate My Real Estate Contract and Keep My Deposit?

It’s not uncommon for a buyer to back out of a real estate contract. However, breaking a contract can have negative consequences, including the loss of one’s deposit. Luckily, though, there are circumstances under which a buyer may break a real estate contract and keep his or her deposit. If you are considering breaking a real estate contract in Connecticut, below are two standard contractual contingencies that may allow you to keep your deposit.   

Mortgage date contingency 

Most real estate purchase contracts contain a date by which the buyer may secure a mortgage commitment.
Read more . . .

Saturday, December 22, 2018

Common Commercial Real Estate Purchasing Mistakes

Due to the complexity of commercial real estate transactions, purchasers often make mistakes during the process. Fortunately, however, many of these mistakes are easily avoidable, particularly with the assistance of an experienced Connecticut real estate attorney. Below is a list of common real estate purchasing mistakes to avoid.

  • Failing to check local codes and regulations – Buyers of commercial property often make improvements to fit the needs of a particular business. However, during this process, buyers sometimes discover that a piece of property is not compliant with existing laws.
    Read more . . .

Sunday, November 11, 2018

Common Real Estate Closing Mistakes

Closing is the last step in the homebuying process. And while this can be an exciting time, there are several pitfalls to avoid during closing, any of which can delay or even prevent your purchase. Ensure that your purchase goes off without a hitch by avoiding the following common closing mistakes.

Read more . . .

Saturday, October 13, 2018

What Happens When a Tenant Breaches a Commercial Lease?

In Connecticut, it is not uncommon for tenants to breach their commercial leases. When this happens, commercial landlords have the following options:

  1. Terminate the tenant’s lease, start eviction proceedings, and file a lawsuit to recover damages; or
  2. File a lawsuit to enforce the terms of the lease.

Below is an overview of how each of these two options function in Connecticut.

Lease termination, eviction, and lawsuit

When a commercial landlord decides to take the first of the two options described above, he or she must bring two separate lawsuits: an eviction lawsuit and a lawsuit for damages. Following possession of the property, it may then be rented to a new tenant. In the lawsuit for damages, commercial landlords typically seek unpaid past rent and future rent for the balance of the lease term. However, the availability of damages for future rent often depends on whether the commercial landlord has attempted to secure a new tenant and, when a new tenant has been found, the amount of rent that the new tenant is paying.

Read more . . .

Friday, September 7, 2018

How to Choose a Real Estate Attorney in Connecticut

Whether you’re selling or purchasing residential or commercial real estate, it’s always a good idea to seek the guidance of an experienced...

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Wednesday, August 8, 2018

Five Common Buyer and Seller Real Estate Disputes

While many real estate transactions progress relatively smoothly, disputes occasionally arise between buyers and sellers. Fortunately, these disputes are often predictable, and an experienced Connecticut real estate attorney is typically able to assist in the resolution of such issues. Below is an overview of the most common buyer and seller real estate disputes in Connecticut.

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Friday, July 6, 2018

Connecticut Real Estate Closing Tips

Closing is the final step in a real estate transaction, and it typically occurs at a location, time, and date agreed upon by the buyer and seller. At closing, paperwork is signed and the keys to the property are transferred from the seller to the buyer. Below are some things to keep in mind before attending a

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Wednesday, June 6, 2018

Connecticut Foreclosure Alternatives

Foreclosure is a process by which a lender takes steps to recover the balance of a loan through the forced sale of the asset securing the loan. However, there are several alternatives to foreclosure that those behind on their mortgage payments may want to explore, including:

Short Sale

A short sale is a sale of real estate in which the proceeds fall short of the debts owed. This means that the holder of a mortgage, typically a bank, agrees to accept less than the total amount owed in order to reclaim at least a portion of the money owed.

Read more . . .

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