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2016 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613a - Uniform Limited Liability Company Act
PART I
GENERAL PROVISIONS
FORMATION, CERTIFICATE OF ORGANIZATIONAND OTHER FILINGS
RELATIONS OF MEMBERS AND MANAGERS TO PERSONSDEALING WITH LIMITED LIABILITY COMPANY
RELATIONS OF MEMBERS TO EACH OTHER ANDTO LIMITED LIABILITY COMPANY
TRANSFERABLE INTERESTS AND RIGHTS OFTRANSFEREES AND CREDITORS
DISSOCIATION
DISSOLUTION AND WINDING UP
ACTIONS BY MEMBERS
FOREIGN LIMITED LIABILITY COMPANIES
MERGER AND INTEREST EXCHANGE
MISCELLANEOUS PROVISIONS
GENERAL PROVISIONS
- Section 34-243 - (Note: This section is effective July 1, 2017.) Short title: Connecticut Uniform Limited Liability Company Act.
- Section 34-243a - (Note: This section is effective July 1, 2017.) Definitions.
- Section 34-243b - (Note: This section is effective July 1, 2017.) Knowledge. Notice.
- Section 34-243c - (Note: This section is effective July 1, 2017.) Governing law.
- Section 34-243d - (Note: This section is effective July 1, 2017.) Operating agreement: Scope, function and limitations.
- Section 34-243e - (Note: This section is effective July 1, 2017.) Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.
- Section 34-243f - (Note: This section is effective July 1, 2017.) Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.
- Section 34-243g - (Note: This section is effective July 1, 2017.) Nature, purpose and duration of limited liability company.
- Section 34-243h - (Note: This section is effective July 1, 2017.) Powers and purposes. Restrictions.
- Section 34-243i - (Note: This section is effective July 1, 2017.) Effective date. Application to existing relationships.
- Section 34-243j - (Note: This section is effective July 1, 2017.) Supplemental principles of law.
- Section 34-243k - (Note: This section is effective July 1, 2017.) Permitted name.
- Section 34-243l - (Note: This section is effective July 1, 2017.) Reservation of name.
- Section 34-243m - (Note: This section is effective July 1, 2017.) Registration of name.
- Section 34-243n - (Note: This section is effective July 1, 2017.) Registered agent.
- Section 34-243o - (Note: This section is effective July 1, 2017.) Change of registered agent or address for registered agent by limited liability company.
- Section 34-243p - (Note: This section is effective July 1, 2017.) Registration of registered agent.
- Section 34-243q - (Note: This section is effective July 1, 2017.) Change of name or address by registered agent.
- Section 34-243r - (Note: This section is effective July 1, 2017.) Service of process, notice or demand.
- Section 34-243s - (Note: This section is effective July 1, 2017.) Delivery of record.
- Section 34-243t - (Note: This section is effective July 1, 2017.) Reservation of power to amend or repeal.
- Section 34-243u - (Note: This section is effective July 1, 2017.) Fees payable to Secretary of the State. Sales tax not imposed.
- Section 34-243v - (Note: This section is effective July 1, 2017.) Taxation.
- Section 34-243w - (Note: This section is effective July 1, 2017.) Savings clause.
- Section 34-244 to 34-246 - Reserved for future use.
FORMATION, CERTIFICATE OF ORGANIZATIONAND OTHER FILINGS
- Section 34-247 - (Note: This section is effective July 1, 2017.) Formation of limited liability company. Certificate of organization.
- Section 34-247a - (Note: This section is effective July 1, 2017.) Amendment or restatement of certificate of organization.
- Section 34-247b - (Note: This section is effective July 1, 2017.) Signing of records delivered to Secretary of the State for filing.
- Section 34-247c - (Note: This section is effective July 1, 2017.) Signing and filing of record pursuant to judicial order.
- Section 34-247d - (Note: This section is effective July 1, 2017.) Liability for inaccurate information in filed record.
- Section 34-247e - (Note: This section is effective July 1, 2017.) Filing requirements.
- Section 34-247f - (Note: This section is effective July 1, 2017.) Effective date and time.
- Section 34-247g - (Note: This section is effective July 1, 2017.) Withdrawal of filed record prior to taking effect.
- Section 34-247h - (Note: This section is effective July 1, 2017.) Correcting filed record.
- Section 34-247i - (Note: This section is effective July 1, 2017.) Duties of Secretary of the State re filing and delivery of record.
- Section 34-247j - (Note: This section is effective July 1, 2017.) Certificate of good standing or registration.
- Section 34-247k - (Note: This section is effective July 1, 2017.) Annual report.
- Section 34-248 to 34-250 - Reserved for future use.
RELATIONS OF MEMBERS AND MANAGERS TO PERSONSDEALING WITH LIMITED LIABILITY COMPANY
- Section 34-251 - (Note: This section is effective July 1, 2017.) Effect of person's status as member.
- Section 34-251a - (Note: This section is effective July 1, 2017.) Liability of members and managers.
- Section 34-252 to 34-254 - Reserved for future use.
RELATIONS OF MEMBERS TO EACH OTHER ANDTO LIMITED LIABILITY COMPANY
- Section 34-255 - (Note: This section is effective July 1, 2017.) Becoming a member.
- Section 34-255a - (Note: This section is effective July 1, 2017.) Form of contribution.
- Section 34-255b - (Note: This section is effective July 1, 2017.) Liability for contribution.
- Section 34-255c - (Note: This section is effective July 1, 2017.) Sharing of and right to distributions before dissolution.
- Section 34-255d - (Note: This section is effective July 1, 2017.) Limitations on distributions.
- Section 34-255e - (Note: This section is effective July 1, 2017.) Liability for improper distributions.
- Section 34-255f - (Note: This section is effective July 1, 2017.) Management of limited liability company.
- Section 34-255g - (Note: This section is effective July 1, 2017.) Reimbursement, indemnification, advancement and insurance.
- Section 34-255h - (Note: This section is effective July 1, 2017.) Standards of conduct for members and managers.
- Section 34-255i - (Note: This section is effective July 1, 2017.) Rights of member, manager and person disassociated as member to information.
- Section 34-256 to 34-258 - Reserved for future use.
TRANSFERABLE INTERESTS AND RIGHTS OFTRANSFEREES AND CREDITORS
- Section 34-259 - (Note: This section is effective July 1, 2017.) Nature of transferable interest.
- Section 34-259a - (Note: This section is effective July 1, 2017.) Transfer of transferable interest.
- Section 34-259b - (Note: This section is effective July 1, 2017.) Charging order.
- Section 34-259c - (Note: This section is effective July 1, 2017.) Power of legal representative of deceased member.
- Section 34-260 to 34-262 - Reserved for future use.
DISSOCIATION
- Section 34-263 - (Note: This section is effective July 1, 2017.) Power to dissociate as member. Wrongful dissociation.
- Section 34-263a - (Note: This section is effective July 1, 2017.) Events causing dissociation.
- Section 34-263b - (Note: This section is effective July 1, 2017.) Effect of dissociation.
- Section 34-264 to 34-266 - Reserved for future use.
DISSOLUTION AND WINDING UP
- Section 34-267 - (Note: This section is effective July 1, 2017.) Events causing dissolution.
- Section 34-267a - (Note: This section is effective July 1, 2017.) Winding up.
- Section 34-267b - (Note: This section is effective July 1, 2017.) Reinstatement after dissolution.
- Section 34-267c - (Note: This section is effective July 1, 2017.) Known claims against dissolved limited liability company.
- Section 34-267d - (Note: This section is effective July 1, 2017.) Other claims against dissolved limited liability company.
- Section 34-267e - (Note: This section is effective July 1, 2017.) Court proceedings.
- Section 34-267f - (Note: This section is effective July 1, 2017.) Disposition of assets in winding up.
- Section 34-267g - (Note: This section is effective July 1, 2017.) Dissolution by forfeiture.
- Section 34-268 to 34-270 - Reserved for future use.
ACTIONS BY MEMBERS
- Section 34-271 - (Note: This section is effective July 1, 2017.) Direct action by member.
- Section 34-271a - (Note: This section is effective July 1, 2017.) Derivative action.
- Section 34-271b - (Note: This section is effective July 1, 2017.) Derivative action. Proper plaintiff.
- Section 34-271c - (Note: This section is effective July 1, 2017.) Derivative action. Pleading.
- Section 34-271d - (Note: This section is effective July 1, 2017.) Derivative action. Special litigation committee.
- Section 34-271e - (Note: This section is effective July 1, 2017.) Derivative action. Proceeds and expenses.
- Section 34-272 to 34-274 - Reserved for future use.
FOREIGN LIMITED LIABILITY COMPANIES
- Section 34-275 - (Note: This section is effective July 1, 2017.) Governing law.
- Section 34-275a - (Note: This section is effective July 1, 2017.) Registration to transact business in this state.
- Section 34-275b - (Note: This section is effective July 1, 2017.) Foreign registration statement.
- Section 34-275c - (Note: This section is effective July 1, 2017.) Amendment of foreign registration statement.
- Section 34-275d - (Note: This section is effective July 1, 2017.) Activities not constituting transacting business in this state.
- Section 34-275e - (Note: This section is effective July 1, 2017.) Noncomplying name of foreign limited liability company.
- Section 34-275f - (Note: This section is effective July 1, 2017.) Transfer of registration.
- Section 34-275g - (Note: This section is effective July 1, 2017.) Revocation of foreign registration statement.
- Section 34-275h - (Note: This section is effective July 1, 2017.) Withdrawal of registration of registered foreign limited liability company.
- Section 34-275i - (Note: This section is effective July 1, 2017.) Action by Attorney General.
- Section 34-276 to 34-278 - Reserved for future use.
MERGER AND INTEREST EXCHANGE
- Section 34-279 - (Note: This section is effective July 1, 2017.) Definitions.
- Section 34-279a - (Note: This section is effective July 1, 2017.) Applicability of other statutes.
- Section 34-279b - (Note: This section is effective July 1, 2017.) Required notice or approval.
- Section 34-279c - (Note: This section is effective July 1, 2017.) Status of filings.
- Section 34-279d - (Note: This section is effective July 1, 2017.) Nonexclusivity.
- Section 34-279e - (Note: This section is effective July 1, 2017.) Plan reference to external facts.
- Section 34-279f - (Note: This section is effective July 1, 2017.) Applicability of appraisal rights.
- Section 34-279g - (Note: This section is effective July 1, 2017.) Excluded entities and transactions.
- Section 34-279h - (Note: This section is effective July 1, 2017.) Merger authorized.
- Section 34-279i - (Note: This section is effective July 1, 2017.) Action on plan of merging limited liability company.
- Section 34-279j - (Note: This section is effective July 1, 2017.) Filings required for merger. Effective date.
- Section 34-279k - (Note: This section is effective July 1, 2017.) Effect of merger.
- Section 34-279l - (Note: This section is effective July 1, 2017.) Interest exchange authorized.
- Section 34-279m - (Note: This section is effective July 1, 2017.) Plan of interest exchange.
- Section 34-279n - (Note: This section is effective July 1, 2017.) Approval of interest exchange.
- Section 34-279o - (Note: This section is effective July 1, 2017.) Amendment or abandonment of plan of interest exchange.
- Section 34-279p - (Note: This section is effective July 1, 2017.) Certificate of interest exchange. Effective date of interest exchange.
- Section 34-279q - (Note: This section is effective July 1, 2017.) Effect of interest exchange.
- Section 34-280 to 34-282 - Reserved for future use.
MISCELLANEOUS PROVISIONS
- Section 34-283 - (Note: This section is effective July 1, 2017.) Uniformity of application and construction.
- Section 34-283a - (Note: This section is effective July 1, 2017.) Relation to Electronic Signatures in Global and National Commerce Act.
- Section 34-283b - (Note: This section is effective July 1, 2017.) Savings clause.
- Section 34-283c - (Note: This section is effective July 1, 2017.) Severability clause.
- Section 34-283d - (Note: This section is effective July 1, 2017.) Rules of construction.
- Section 34-284 to 34-289 - Reserved for future use.
- Section 34-290 - (Note: This section is effective July 1, 2017.) Commercial records database.
- Section 34-291 to 34-299 - Reserved for future use.
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