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******************************************************WILLIAM C. STYSLINGER III v

. BREWSTER

PARK, LLC, ET AL. (SC 19489)
Rogers, C. J., and Palmer, Zarella, McDonald, Espinosa, Robinson and Vertefeuille, Js. Argued December 15, 2015—officially released May 17, 2016 Joel Z. Green, with whom, on the brief, was LindaPesce Laske, for the appellant (plaintiff).
AndrewM. McPherson, withwhom, onthe brief, was WilliamJ. Kupinse, Jr., forthe appellees (defendants).Opinion VERTEFEUILLE,J. Inthisappeal, wemustdetermine whether the assignee of a membership interest in a Connecticut limited liability company (LLC) has standing to seek a court order forcing the winding up ofthe affairs ofanLLC inthe absence oftheLLC’s dissolution. We conclude that the assignee does not have standing to do so. The named defendant, BrewsterPark, LLC (Brewster Park), is an LLC with a business address in Fairfield that owns, maintains, and leases residential housing units in Bridgeport and Trumbull. It has two members: the defendant Michael Weinshel1 and Joyce Styslinger,
anonpartytothisactionwhoistheformerspouseofthe plaintiff, William C. Styslinger III. As part ofa marriage dissolution settlement agreement, Joyce Styslinger assigned her membership interest in Brewster Park to the plaintiff. The parties agree that, under General Statutes §§ 34-170 and 34-172, the plaintiff, as assignee, has the right to receive distributions resulting from Joyce Styslinger’s membership interest in Brewster Park, while Joyce Styslinger remains a member of Brewster Park unless and until the plaintiff is admitted to membership by Weinshel, the other member of Brewster Park. See General Statutes §§ 34-172 and 34-179. The plaintiff has requested membership status, but has not been granted it by Weinshel. Brewster Park also has not made any distributions to the plaintiff, despite the plaintiff’s demand.
TheplaintifffiledthepresentactionagainstBrewster Park and Weinshel claiming, among other things, that Weinshel has breached his fiduciary duties to Brewster Park and the plaintiffby refusing to make distributions to the plaintiff while taking distributions for himself, andbyrefusingtoallowtheplaintifftoinspectBrewster Park’sbooks andrecords. Inhis complaint, theplaintiff soughtthefollowingformsofrelief: (1)anorderdissolving Brewster Park; (2) the appointment of a receiver to wind up its affairs and distribute its assets; and (3) ‘‘[s]uch other and further relief as in law or equity may appertain.’’
The defendants moved to dismiss the complaint on the ground that the plaintiff, as an assignee, lacked standing to seek orders to dissolve and wind up the affairs of Brewster Park because only members could seek this reliefunder the Connecticut Limited Liability Company Act (act), General Statutes § 34-100 et seq. The plaintiffrespondedthatboththe act andprinciples of equity gave him standing to pursue the dissolution and the winding up of affairs, even as an assignee, as a remedy for Weinshel’s wrongful conduct.
The trial court agreed with the defendants that the plaintiff did not have standing to seek a dissolution or a winding up of Brewster Park’s affairs. Because theplaintiffdid not request with specificity any other form of relief besides a dissolution and a winding up of the affairs, the court rendered judgment dismissing the complaint.2 The trial court also denied a motion by the plaintiffto reconsider its ruling. The plaintiff appealed from the judgment of dismissal to the Appellate Court and we transferred the appeal to this court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-1.
On appeal, the plaintiff no longer argues that he has standing to seek the dissolution of Brewster Park. Instead, he claims that the act grants him standing to seek a winding up ofBrewster Park’s affairs and distribution ofits assets even inthe absence ofadissolution. We disagree, and affirm the trial court’s judgment. ‘‘As a preliminary matter, we set forth the standard of review. A motion to dismiss

. . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court.

. . . A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction.

. . . [O]ur review ofthe trial court’s ultimate legal conclusion and resulting [decision to] grant

. . . the motion to dismiss will be de novo.

. . . ‘‘Theissueofstandingimplicatessubjectmatterjurisdiction and is therefore a basis for granting a motion to dismiss.

. . . [I]t is the burden of the party who seeks the exercise of jurisdiction in his favor

. . . clearlyto allege facts demonstrating that he is aproper party to invoke judicial resolution of the dispute.

. . . ‘‘Standing is the legal right to setjudicial machinery in motion. One cannot rightfully invoke thejurisdiction of the court unless he [or she] has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy.

. . . When standing is put in issue, the question is whether the person whose standing is challenged is a proper party to request an adjudication of the issue

. . . .’’ (Citations omitted; internal quotation marks omitted.) Wilcox v. Webster Ins., Inc., 294 Conn. 206, 213–14, 982 A.2d 1053 (2009).
The question of whether the plaintiff, as assignee of
a membership interest in an LLC, has standing to bring his claims under the act, presents an issue of statutory construction, also a question of law over which our review is plenary. Well established principles guide our interpretation. ‘‘When construing astatute, [o]urfundamental objective is to ascertain and give effect to the apparent intent of the legislature.

. . . [General Statutes] § 1-2z directs us first to consider the text of the statute itself and its relationship to other statutes. If, afterexaminingsuchtextandconsideringsuchrelationship, themeaningofsuchtextisplainandunambiguousand does notyield absurd orunworkable results, extratextual evidence ofthe meaning ofthe statute shall not be considered.

. . . [W]e are [also] guided by the principle that the legislature is always presumed to have created a harmonious and consistent body oflaw

. . . . [T]his tenet of statutory construction

. . . requires us to read statutes together when they relate to the same subject matter

. . . . Accordingly, [i]n determining the meaning ofa statute

. . . we look not only at the provision at issue, but also to the broader statutory scheme to ensure the coherency ofour construction.’’ (Internal quotation marks omitted.) Hartford/Windsor HealthcareProperties,LLCv.Hartford, 298Conn. 191, 197–98, 3 A.3d 56 (2010).
We begin our analysis with the nature of LLCs and the law that governs them. Our common law does not recognize LLCs, which were first created by statute in in Connecticut in 1993. Public Acts 1993, No. 93-267. An LLC is a distinct type ofbusiness entity that allows its owners to take advantage of the pass-through tax treatmentaffordedtopartnershipswhile alsoproviding them with limited liability protections common to corporations. See, e.g., 51 Am. Jur. 2d 818, LimitedLiability Companies § 1 (2011); see also General Statutes § 34- 133 (setting forth members’ limited liability protections). The act establishes the right to form an LLC and all of the rights and duties of the LLC, as well as all of the rights and duties of members and assignees. It permits the members to supplement these statutory provisions by adopting an operating agreement to governthe LLC’s affairs. See, e.g., General Statutes § 34-140 (c) (permitting members to adopt operating agreement governing LLC’s affairs, provided agreement is consistent with act). It is undisputed in the present case, however,thatBrewsterParkdoesnothaveanoperating agreement to supplement the rights and duties established in the act. The provisions of the act relating to winding up an LLC’s affairs inextricably link the winding up process to a dissolution, and therefore must be read together with the statutes governing the dissolution of an LLC. See, e.g., General Statutes §§ 34-206 through 34-209. Tellingly, the provisions governing a winding up ofthe affairsofanLLCarefoundwithintheprovisionsgoverning the dissolution process. The statutory provisions withregardtobothdissolutionandwindingupofaffairs
are found withinthe portion ofthe act entitled ‘‘DISSOLUTION.’’ General Statutes §§ 34-206 through 34-216. Reading the winding up and dissolution statutes together, the act creates aclearprogressionfrom dissolution to winding up the affairs, demonstrating that a winding up is not an independent event, but is an integral part of the dissolution process. Once an event of dissolution occurs, the LLC winds up its affairs, distributes its assets, and then terminates its business operations. See, e.g., Mukon v. Gollnick, 151 Conn. App. 126,131–32, 92 A.3d 1052 (2014).
The act provides only a single mechanism for triggering a winding up of an LLC’s affairs: an event of dissolution. Section 34-206 provides in relevant part that ‘‘[a] limited liability company is dissolved and its affairs shall be wound up upon the happening’’ of one of three events: (1) any event of dissolution specified in the LLC’s articles of organization or operating agreement; (2) avote to dissolve by the majority ofthe LLC’s members; or (3) the entry of a decree ofjudicial dissolution under General Statutes § 34-207. (Emphasis added.) Under § 34-207, only a member or someone on the member’s behalfmay apply for a decree ofdissolution, andadecreemayenteronlyifthecourtdetermines that ‘‘it is not reasonably practicable to carry on the business in conformitywith the articles oforganization
or operating agreement.’’3 General Statutes § 34-207. There are no othermechanisms inthe act fortriggering
a winding up of the affairs. Moreover, the provisions of the act governing the windingupprocesspresupposethattheLLChasalready dissolved prior to winding up its affairs. For instance, General Statutes § 34-208 (a) (1) explains who may carry out the winding up process and vests this power in ‘‘the members or mangers who have authority

. . . to manage the limited liability companyprior to dissolution

. . . .’’ (Emphasis added.) General Statutes § 34- 209 (a) sets out the powers of members and managers to bind the LLC after dissolution, providing in relevant partthat, ‘‘afterdissolution ofthe limited liability company, each of the members having authority to wind up the limited liability company’s business and affairs can bind the limited liability company

. . . (1) [b]y any act appropriatefor winding up the limited liability company’s business and affairs or completing transactions unfinished at dissolution

. . . .’’ (Emphasis added.) In addition, General Statutes § 34- 210, the sole provision among the dissolution sections of the act that governs the final distribution of the LLC’s assets, provides in relevantpart that, ‘‘[u]pon the winding up of a limited liability company, the assets shall be distributed as follows

. . . .’’ (Emphasis added.)
In the present case, none ofthe events ofdissolution specified in § 34-206 has occurred and the plaintiff thereforecannottriggerawindingupofBrewsterPark’s affairs. First, the plaintiffhas not alleged that Brewster Park’s articles oforganization have triggered a dissolution and it has no operating agreement. Second, the plaintiff has not alleged that its members voted to dissolve. Third, because the plaintiff is not a member of Brewster Park, he cannot pursue ajudicial dissolution under § 34-207. Unless anduntiltheplaintiffis admitted to membership, Joyce Styslinger continues to hold the sole power to exercise the rights accompanying hermembership interest; see General Statutes §§ 34-170 (a) (4) and 34-172 (d); and she has not sought a judicial dissolution of Brewster Park in this action. Because
no event of dissolution has occurred, and the plaintiff cannot force ajudicial dissolution under § 34-207 as an assignee, we conclude that the act does not grant the plaintiff standing to seek a winding up of Brewster Park’s affairs.
The plaintiff argues that his right to force a winding up of Brewster Park’s affairs is found in § 34-208 (a). We disagree. That subsectionpertains onlyto who may carry out the winding up process once it has been triggered by dissolution; it does not provide authority for
an assignee to trigger a winding up in the first place. Section 34-208 (a) (1) provides in relevant part that, by default, the winding up may be carried out ‘‘by the members or managers who have authority

. . . to manage the limited liability company prior to dissolution

. . . .’’ Alternatively, ‘‘if one or more of the members
or managers of the limited liability company have engaged in wrongful conduct, or upon other cause shown,’’ the statutepermits anymember oran assignee to apply to the Superior Court to ask the court to carry out the winding up process in place of the members and managers. General Statutes § 34-208 (a) (2). Thus, under § 34-208 (a), if an LLC has dissolved, but the membersormanagershadengagedinwrongfulconduct
or for other cause shown, an assignee can apply to the SuperiorCourttohavethecourtperformthewindingup processinsteadofthemembersormanagers. Nothingin § 34-208, however, permits an assignee to apply to the Superior Court to force the commencement of a winding up process absent a dissolution under § 34-206. Apart from having no support from the text of the act, the plaintiff’s interpretation of § 34-208 allowing an assignee to force a winding up of affairs without a dissolution of the LLC would undermine the statutory scheme for LLCs, thus leading to absurd results. Under the act, an assignee is a passive recipient of the economic benefit of a membership interest and is barred by the act from participating in the management ofthe LLC’s business or exercising any right of membership unless and until the assignee is admitted as a member. General Statutes § 34-170 (a) (2) through (4). The act expressly provides that ‘‘an assignment of a limited liability company membership interest does not dissolve the limited liability company or entitle the assignee to participate in the management and affairs ofthelimitedliabilitycompanyortobecomeorexercise any rights of a member

. . . .’’ General Statutes § 34- 170 (a) (3). Instead, therightsandduties ofmembership remainvestedintheassignoruntiltheassigneeisadmitted to membership. General Statutes §§ 34-170 (a) (4) and 34-172 (d). Recognizing that assignees have no role to play in managing the LLC’s affairs, the act shields them from any liabilities that a member might have;General Statutes § 34-170 (a) (5); including, for example, forcapital contributions. See General Statutes § 34- 151 (describing member liability for capital contributions to LLC). Instead, the assignor member continues to hold the obligations of membership, including for capital contributions, and continues to owe a duty of good faith to the LLC. See, e.g., General Statutes §§ 34- 140, 34-141 and 34-151.
The plaintiff’s interpretation of the act is directly contrarytotheselimitationsontherightsofanassignee, and would exalt rights of assignees to a level on par with those of members in the face of the act’s clear intention to the contrary. Only members may vote to dissolveanLLC andwindupitsaffairs. GeneralStatutes § 34-206 (2). Only a member or someone on his behalf may apply to a court for ajudicial dissolution forcing
a winding up of an LLC. General Statutes § 34-207. If
anassignee couldobtainajudgmenteffectingawinding up of the LLC’s affairs without a dissolution, the assignee would hold the power to force a termination of the LLC’s business operations, giving the assignee undue leverage over the members. In the present case, Joyce Styslinger, rather than the plaintiff, retains the sole right under the act to exercise her membership rights and to protect her membership interests.
There is only one provision ofthe act that places the rights of assignees on par with the members, and the power to exercise this right is available to assignees onlyafterthe LLC has dissolved. As we havepreviously explained, § 34-208 permits assignees, after a dissolution, to ask the Superior Court to conduct the winding up process in the stead of its members and managers, ‘‘if one or more of the members or managers of the limitedliabilitycompanyhaveengagedinwrongfulconduct, or upon other cause shown.’’ General Statutes § 34-208 (a) (2). Providing assignees this power after a dissolution and during a winding up process is wholly consistent with the limited role that the act grants to assignees. The assignee’s interest in receiving distributions from the LLC becomes primary after an LLC dissolves. After dissolution, the purpose of the LLC is no longer to maintain its business operations, but to wind up its affairs so that the LLC’s assets may be liquidated and distributed to its members or their assignees. General Statutes §§ 34-206 through 34-211. Thus, only after
adissolution doesthe actpermit an assigneetopetition the court to protect his or her then primary interest in receiving a share of the LLC’s assets. General Statutes § 34-208 (a) (b) (5).
We therefore conclude that the act does not provide
an assignee such as the plaintiff with standing to seek the winding up of the affairs of an LLC in the absence ofadissolutionofthatLLC.4Accordingly, thetrial court properly dismissed the plaintiff’s complaint.
The judgment is affirmed.In this opinion the otherjustices concurred.

1 References to Brewster Park and Weinsheljointly are to the defendants; individual references are by name.
2 The plaintiff claims on appeal that he is also entitled to pursue other forms of relief besides a winding up of Brewster Park’s affairs, including money damages for Weinshel’s wrongful conduct. In dismissing the complaint, however, the trial court noted that the plaintiff had failed to specifically request money damages and thus could not sustain such a claim. We agree with the trial court. Assuming for the sake of argument that an assignee is entitled to seek

some other relief, including money damages, for wrongful conduct on the part ofthe members or managers of an LLC, the plaintiff did not explicitly ask for any other reliefbesides a court-ordered dissolution and winding up ofBrewster Park’s affairs in his complaint. Although the plaintiffrequested ‘‘[s]uch other and further relief as in law or equity may appertain,’’ the trial court properly concluded that a more specific request was necessary to put the defendants on notice that the plaintiff was seeking some other form of relief besides dissolution and winding up. As the Appellate Court has explained, a catchall prayer for relief such as ‘‘ ‘such other relief as the court deems necessary andjust’ is too amorphous to be a claim for money damages.’’ Solomon v. Hall-Brooke Foundation, Inc., 30 Conn. App. 129, 134, 619 A.2d 863 (1993); see also Sternv. ConnecticutMedicalExamining Board, 208 Conn. 492, 501, 545 A.2d 1080 (1988) (‘‘In an ordinary civil case, the general rule is that a prayer for relief must articulate with specificity the form of reliefthat is sought.

. . . A party who fails to comply with this rule runs the risk of being denied recovery.’’ [Citations omitted.]).

3 By contrast, our Uniform Partnership Act; General Statutes § 34-300 et seq.; expressly permits transferees of a partnership interest to ask a court to dissolve and wind up the affairs of a partnership. See, e.g., General Statutes §§ 34-348 (b) and 34-372 (6). We find this difference significant and strongly suggestive ofthe fact that the legislature did not intend to provide

an assignee of a membership interest in an LLC with the right to wind up the affairs of the LLC.

4 The plaintiff has also claimed that he is classically aggrieved under the common law or principles of equity, but we disagree. The act permits ‘‘principles of law and equity [to] supplement’’ the act only to the extent that they are not ‘‘displaced’’ by the act’s provisions. General Statutes § 34- 242 (b). Thus, even ifwe assume, forthe sake ofargument, thatthe common law or equitable principles would otherwise grant an assignee standing to seek a winding up of an LLC’s affairs, we nevertheless conclude that these principles are displaced by the provisions of the act discussed previously herein that expressly limit an assignee’s role and prevent an assignee from forcing the dissolution or winding up of the LLC. In support of this claim, the plaintiff cites the Delaware Chancery Court decision in In re Carlisle Etcetera LLC, 114 A.3d 592 (Del. Ch. 2015), but

we find that decision inapposite because Delaware law concerning assignments of membership interests in an LLC differs markedly from that in Connecticut. Under Delaware law, an assignment leaves both the member and the assignee without the power to assert the rights of membership at issue unless and until the assignee is admitted to membership Id., 597–601. The court in In re Carlisle Etcetera LLC resolved this lacuna by granting equitablestandingtotheassignee. Id., 601–607. Connecticutlaw, bycontrast, does not result in a similar void because the assignor continues to hold the exclusive power to exercise the rights of membership until the assignee becomes a member. General Statutes §§ 34-170 (a) (4) and 34-172 (d).