2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-159 - Distributions upon an event of dissociation.

(a) Upon the occurrence of an event of dissociation under section 34-180, other than an event of dissociation as provided in subparagraph (B) of subdivision (3) of subsection (a) of said section, a dissociating member is entitled to receive any distribution which the member was entitled to receive prior to the event of dissociation. Unless otherwise provided in writing in the articles of organization or operating agreement, or as otherwise provided in subsection (b) of section 34-173, the dissociating member shall not be entitled to payment for the member’s interest in the limited liability company and, beginning on the date of dissociation, the dissociating member shall have only the rights of an assignee of the dissociating member’s interest in the limited liability company and the dissociating member shall no longer be a member of the limited liability company.

(b) Notwithstanding any provision of subsection (a) of this section, distributions to members upon an event of dissociation occurring in limited liability companies formed under the laws of this state prior to May 27, 1997, shall, unless the members unanimously include a provision in a written operating agreement expressly adopting the provisions of subsection (a) of this section, be determined in accordance with the provisions of this section in effect prior to May 27, 1997.

(P.A. 93-267, S. 30; P.A. 94-217, S. 16, 40; P.A. 97-70, S. 5, 11.)

History: P.A. 94-217 provided that a dissociating member’s right to receive the fair value of his interest in the limited liability company also occurs if the operating agreement does not provide “the manner of payment of the distribution”, effective October 1, 1994, and applicable to limited liability companies formed on or after October 1, 1993; P.A. 97-70 designated existing provisions as Subsec. (a) and amended said Subsec. to delete requirement that the event of dissociation be one “which does not cause dissolution” and replace the provision entitling a dissociating member to the fair value of his interest in the company with provision that, unless otherwise provided, the dissociating member is not entitled to payment for his interest in the company and, beginning on the date of dissociation, has only the rights of an assignee of the member’s interest in the company and is no longer a member of the company and added new Subsec. (b) re method of determining distributions to members upon an event of dissociation occurring in companies formed prior to May 27, 1997, effective May 27, 1997.