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.
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