There is a newer version of the Connecticut General Statutes
2013 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
PART IGENERAL PROVISIONS
- Section 34-100 - Short title: Connecticut Limited Liability Company Act.
- Section 34-101 - Definitions.
- Section 34-102 - Name.
- Section 34-103 - Reservation of name.
- Section 34-104 - Statutory agent for service.
- Section 34-105 - Service of process on statutory agent, member or manager.
- Section 34-106 - Annual report. Interim notice of change of manager or member.
- Section 34-107 - Failure to file report. Incorrect report.
- Section 34-108 - Interrogatories by Secretary of the State.
- Section 34-109 - Execution of documents.
- Section 34-110 - Filing of documents.
- Section 34-111 - Forms for documents to be filed. Mailings.
- Section 34-112 - Fees payable to Secretary of the State. Sales tax not imposed.
- Section 34-113 - Taxation.
- Section 34-114 to 34-118 - Reserved for future use.
FORMATION AND POWERS
- Section 34-119 - Restrictions on purposes and powers of limited liability companies.
- Section 34-120 - Formation.
- Section 34-121 - Articles of organization.
- Section 34-122 - Amendment and restatement of articles of organization.
- Section 34-123 - Effect of delivery of articles of organization for filing and endorsement.
- Section 34-124 - Powers of limited liability company.
- Section 34-125 to 34-129 - Reserved for future use.
RELATIONS OF MEMBERS AND MANAGERSTO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
- Section 34-130 - Agency power of members and managers.
- Section 34-131 - Admissions and representations by members and managers.
- Section 34-132 - Limited liability company charged with notice to or knowledge of any member or manager.
- Section 34-133 - Liability of members and managers to third parties.
- Section 34-134 - Members and managers as parties to actions.
- Section 34-135 to 34-139 - Reserved for future use.
RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
- Section 34-140 - Management.
- Section 34-141 - Discharge of duties by members and managers.
- Section 34-142 - Voting.
- Section 34-143 - Liability and indemnification of members and managers.
- Section 34-144 - Records and information.
- Section 34-145 to 34-149 - Reserved for future use.
FINANCE
- Section 34-150 - Contributions to capital.
- Section 34-151 - Liability for contribution.
- Section 34-152 - Sharing of profits and losses.
- Section 34-153 to 34-157 - Reserved for future use.
DISTRIBUTIONS
- Section 34-158 - Sharing of interim distributions.
- Section 34-159 - Distributions upon an event of dissociation.
- Section 34-160 - Distribution in kind.
- Section 34-161 - Right to distribution.
- Section 34-162 to 34-166 - Reserved for future use.
OWNERSHIP AND TRANSFER OF PROPERTY
- Section 34-167 - Ownership of limited liability company property.
- Section 34-168 - Transfer of property.
- Section 34-169 - Nature of membership interest.
- Section 34-170 - Assignment of membership interest.
- Section 34-171 - Rights of judgment creditor.
- Section 34-172 - Right of assignee to become a member.
- Section 34-173 - Powers of legal representative or successor of deceased, incompetent, dissolved or terminated member. Right of legal representative or successor to become member.
- Section 34-174 to 34-178 - Reserved for future use.
ADMISSION AND WITHDRAWAL OF MEMBERS
- Section 34-179 - Admission of members.
- Section 34-180 - Events of dissociation.
- Section 34-181 to 34-185 - Reserved for future use.
SUITS BY AND AGAINST COMPANY
- Section 34-186 - Suits by and against limited liability company.
- Section 34-187 - Authority to sue on behalf of limited liability company.
- Section 34-188 to 34-192 - Reserved for future use.
MERGER, CONSOLIDATION AND CONVERSION
- Section 34-193 - *(See end of section for amended version and effective date.) Merger or consolidation.
- Section 34-194 - Approval of merger or consolidation.
- Section 34-195 - *(See end of section for amended version and effective date.) Plan of merger or consolidation.
- Section 34-196 - *(See end of section for amended version and effective date.) Articles of merger or consolidation.
- Section 34-197 - *(See end of section for amended version and effective date.) Effect of merger or consolidation.
- Section 34-198 - Survivor to be governed by laws of jurisdiction other than this state.
- Section 34-199 - (Note: This section is repealed, effective January 1, 2014.) Conversion of domestic general or limited partnership to limited liability company.
- Section 34-200 - (Note: This section is repealed, effective January 1, 2014.) Effect of conversion.
- Section 34-201 to 34-205 - Reserved for future use.
DISSOLUTION
- Section 34-206 - Dissolution.
- Section 34-207 - Judicial dissolution.
- Section 34-208 - Winding up.
- Section 34-209 - Agency powers of managers or members after dissolution.
- Section 34-210 - Distribution of assets.
- Section 34-211 - Articles of dissolution.
- Section 34-212 - Known claims against dissolved limited liability company.
- Section 34-213 - Unknown claims against dissolved limited liability company.
- Section 34-214 - Recovery for claims not barred.
- Section 34-215 - Dissolution by forfeiture.
- Section 34-216 - Reinstatement after dissolution.
- Section 34-217 to 34-221 - Reserved for future use.
FOREIGN LIMITED LIABILITY COMPANIES
- Section 34-222 - Governing law.
- Section 34-223 - Registration with Secretary of the State.
- Section 34-224 - Appointment of agent for service of process.
- Section 34-225 - Service of process on statutory agent.
- Section 34-226 - Issuance of registration.
- Section 34-227 - Name.
- Section 34-228 - Amendment of application for registration.
- Section 34-229 - Annual report. Interim notice of change of manager or member.
- Section 34-230 - Failure to file report. Incorrect report.
- Section 34-231 - Cancellation of registration.
- Section 34-232 - Revocation of certificate of registration.
- Section 34-233 - Transaction of business without registration.
- Section 34-234 - Limited amnesty for foreign limited liability companies transacting business without registration.
- Section 34-235 - Activities not constituting transacting business in this state.
- Section 34-236 - Action by Attorney General.
- Section 34-237 to 34-240 - Reserved for future use.
MISCELLANEOUS PROVISIONS
- Section 34-241 - Knowledge and notice.
- Section 34-242 - Rules of construction.
- Section 34-243 to 34-299 - Reserved for future use.
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