reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38t. - Foreign limited partnerships. Failure to file report. Incorrect report.

(a) Any foreign limited partnership required to file an annual report as provided in section 34-38s, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.
(b) The Secretary of the State shall not accept for filing a report from a foreign limited partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a foreign limited partnership does not conform to law, he may return it to the foreign limited partnership for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the foreign limited partnership shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the foreign limited partnership shall be in default for failure to file two reports.
(P.A. 95-252, S. 6.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 611 - Uniform Partnership Act (Repealed) › Section 34-39 to 34-81. - Uniform Partnership Act.

Sections 34-39 to 34-81, inclusive, are repealed, effective July 1, 1997.
(1961, P.A. 158, S. 1
–
43; 1963, P.A. 642, S. 38; P.A. 94-218, S. 1
–
7, 28; P.A. 95-79, S. 129, 130, 189; 95-341, S. 57, 58; P.A. 96-254, S. 1, 10.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-100 to 34-105. - Short title: Connecticut Limited Liability Company Act. Definitions. Name. Reservation of name. Statutory agent for service. Service of process on statutory agent, member or manager.

Sections 34-100 to 34-105, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 1
–
6; P.A. 94-123, S. 6; 94-217, S. 1, 2; P.A. 96-77, S. 14; 96-89, S. 1; 96-254, S. 5, 10; 96-256, S. 194, 209; 96-271, S. 184, 254; P.A. 97-70, S. 1, 2, 11; P.A. 98-137, S. 30, 62; 98-219, S. 33, 34; June Sp. Sess. P.A. 98-1, S. 26, 121; P.A. 99-25, S. 2; 99-102, S. 43; P.A. 01-157, S. 2; 01-188, S. 1; P.A. 03-18, S. 61; P.A. 04-175, S. 1; 04-240, S. 13, 14; 04-257, S. 55; P.A. 10-178, S. 1; P.A. 11-146, S. 9; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-106 to 34-113. - Annual report; interim notice of change of manager or member. Failure to file report; incorrect report. Interrogatories by Secretary of the State. Execution of documents. Filing of documents. Forms for documents to be filed; mailings. Fees payable to Secretary of the State; sales tax not imposed. Taxation.

Sections 34-106 to 34-113, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 7, 13, 14, 70, 71, 73; P.A. 94-123, S. 7; 94-217, S. 9, 24, 25, 31, 39, 40; P.A. 95-252, S. 33; P.A. 97-70, S. 3, 11; P.A. 01-188, S. 2, 8; P.A. 03-18, S. 62; P.A. 04-240, S. 15, 16; June Sp. Sess. P.A. 09-3, S. 373; P.A. 11-146, S. 10, 11; P.A. 14-154, S. 16; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-119 to 34-124. - Restrictions on purposes and powers of limited liability companies. Formation. Articles of organization. Amendment and restatement of articles of organization. Effect of delivery of articles of organization for filing and endorsement. Powers of limited liability company.

Sections 34-119 to 34-124, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 8
–
12, 15; P.A. 94-217, S. 3, 4, 7, 8, 40; P.A. 96-254, S. 6, 10; 96-271, S. 185, 254; P.A. 97-70, S. 4, 11; P.A. 98-28, S. 111, 117; P.A. 01-188, S. 6; P.A. 04-175, S. 2; P.A. 05-216, S. 3; P.A. 06-196, S. 267; P.A. 14-134, S. 42; P.A. 14-154, S. 17; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-130 to 34-134. - Agency power of members and managers. Admissions and representations by members and managers. Limited liability company charged with notice to or knowledge of any member or manager. Liability of members and managers to third parties. Members and managers as parties to actions.

Sections 34-130 to 30-134, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 16
–
20; P.A. 96-271, S. 186, 254; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-140 to 34-144. - Management. Discharge of duties by members and managers. Voting. Liability and indemnification of members and managers. Records and information.

Sections 34-140 to 34-144, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 21
–
25; P.A. 94-217, S. 10
–
13; P.A. 99-133; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-150 to 34-152. - Contributions to capital. Liability for contribution. Sharing of profits and losses.

Sections 34-150 to 34-152, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 26
–
28; P.A. 94-217, S. 14; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-158 to 34-161. - Sharing of interim distributions. Distributions upon an event of dissociation. Distribution in kind. Right to distribution.

Sections 34-158 to 34-161, inclusive, are repealed, effective, July 1, 2017.
(P.A. 93-267, S. 29
–
32; P.A. 94-217, S. 15, 16, 40; P.A. 97-70, S. 5, 11; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-167 to 34-173. - Ownership of limited liability company property. Transfer of property. Nature of membership interest. Assignment of membership interest. Rights of judgment creditor. Right of assignee to become a member. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated member; right of legal representative or successor to become member.

Sections 34-167 to 34-173, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 33
–
39; P.A. 94-217, S. 17, 40; P.A. 96-254, S. 7, 8, 10; P.A. 97-70, S. 6, 7, 11; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-179 and 34-180. - Admission of members. Events of dissociation.

Sections 34-179 and 34-180 are repealed, effective July 1, 2017.
(P.A. 93-267, S. 40, 41; P.A. 94-217, S. 18, 19, 40; P.A. 96-254, S. 9, 10; P.A. 97-70, S. 8, 11; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-186 and 34-187. - Suits by and against limited liability company. Authority to sue on behalf of limited liability company.

Sections 34-186 and 34-187 are repealed, effective July 1, 2017.
(P.A. 93-267, S. 62, 63; P.A. 94-217, S. 22; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-193 to 34-198. - Merger or consolidation. Approval of merger or consolidation. Plan of merger or consolidation. Articles of merger or consolidation. Effect of merger or consolidation. Survivor to be governed by laws of jurisdiction other than this state.

Sections 34-193 to 34-198, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 64
–
69; P.A. 94-217, S. 23; P.A. 03-18, S. 63
–
68; P.A. 04-99, S. 4; P.A. 11-241, S. 46
–
49; P.A. 12-32, S. 2; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-199 and 34-200. - Conversion of domestic general or limited partnership to limited liability company. Effect of conversion.

Sections 34-199 and 34-200 are repealed, effective January 1, 2014.
(P.A. 94-217, S. 5, 6, 40; P.A. 96-77, S. 11, 17; P.A. 97-70, S. 9, 11; P.A. 06-57, S. 1; P.A. 11-241, S. 58.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-206 to 34-211. - Dissolution. Judicial dissolution. Winding up. Agency powers of managers or members after dissolution. Distribution of assets. Articles of dissolution.

Sections 34-206 to 34-211, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 42
–
47; P.A. 96-89, S. 2; 96-180, S. 109, 166; P.A. 97-70, S. 10, 11; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-212 to 34-216. - Known claims against dissolved limited liability company. Unknown claims against dissolved limited liability company. Recovery for claims not barred. Dissolution by forfeiture. Reinstatement after dissolution.

Sections 34-212 to 34-216, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 48
–
50; P.A. 94-217, S. 26, 27, 40; P.A. 95-252, S. 17, 24; P.A. 14-154, S. 18; P.A. 15-48, S. 12; P.A. 16-97, S. 110, 111.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-222 to 34-229. - Governing law. Registration with Secretary of the State. Appointment of agent for service of process. Service of process on statutory agent. Issuance of registration. Name. Amendment of application for registration. Annual report; interim notice of change of manager or member.

Sections 34-222 to 34-229, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 51
–
57; P.A. 94-217, S. 20, 21, 28, 40; June Sp. Sess. P.A. 98-1, S. 27, 121; P.A. 01-188, S. 3, 5, 7; P.A. 04-240, S. 17, 18; P.A. 09-38, S. 4; P.A. 11-146, S. 12; P.A. 14-154, S. 19; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-230 to 34-236. - Failure to file report; incorrect report. Cancellation of registration. Revocation of certificate of registration. Transaction of business without registration. Limited amnesty for foreign limited liability companies transacting business without registration. Activities not constituting transacting business in this state. Action by Attorney General.

Sections 34-230 to 34-236, inclusive, are repealed, effective July 1, 2017.
(P.A. 93-267, S. 58
–
61; P.A. 94-186, S. 213; 94-217, S. 29, 30, 40; P.A. 95-252, S. 25, 34; P.A. 97-228, S. 5, 7; P.A. 98-137, S. 24, 62; 98-219, S. 33, 34; P.A. 01-81, S. 1, 3; 01-188, S. 4; P.A. 09-38, S. 5; 09-83, S. 4; P.A. 14-154, S. 20; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613 - Limited Liability Companies › Section 34-241 and 34-242. - Knowledge and notice. Rules of construction.

Sections 34-241 and 34-242 are repealed, effective July 1, 2017.
(P.A. 93-267, S. 72, 74; May 25 Sp. Sess. P.A. 94-1, S. 100, 130; P.A. 16-97, S. 110.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243. - Short title: Connecticut Uniform Limited Liability Company Act.

Sections 34-243 to 34-283d, inclusive, may be cited as the “Connecticut Uniform Limited Liability Company Act”.
(P.A. 16-97, S. 1.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243b. - Knowledge. Notice.

(a) A person knows a fact if the person: (1) Has actual knowledge of the fact; or (2) is deemed to know the fact under subdivision (1) of subsection (d) of this section or pursuant to law other than sections 34-243 to 34-283d, inclusive.
(b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under subdivision (2) of subsection (d) of this section.
(c) Subject to subsection (f) of section 34-247i, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(d) A person that is not a member is deemed to have notice of a limited liability company's: (1) Dissolution ninety days after a certificate of dissolution under subparagraph (A) of subdivision (2) of subsection (b) of section 34-267a becomes effective; and (2) participation in a merger, interest exchange, conversion or domestication ninety days after articles of merger, interest exchange, conversion or domestication become effective under sections 34-279 to 34-279q, inclusive, or under the Connecticut Entity Transactions Act.
(P.A. 16-97, S. 3.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243c. - Governing law.

The law of this state governs: (1) The internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations or other liabilities of a limited liability company.
(P.A. 16-97, S. 4.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243e. - Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.

(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
(P.A. 16-97, S. 6.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243f. - Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under subdivision (2) of subsection (b) of section 34-259b to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (2) is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.
(c) If a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and contains a provision that would be ineffective under subsection (c) of section 34-243d or subdivision (3) of subsection (d) of section 34-243d if contained in the operating agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and conflicts with a provision of the operating agreement: (1) The agreement prevails as to members, persons dissociated as members, transferees and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record.
(P.A. 16-97, S. 7.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243g. - Nature, purpose and duration of limited liability company.

(a) A limited liability company is an entity distinct from its member or members.
(b) A limited liability company may have any lawful purpose, regardless of whether for profit.
(c) A limited liability company has perpetual duration.
(P.A. 16-97, S. 8.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243i. - Effective date. Application to existing relationships.

(a) Except as provided in subsection (b) of this section, on and after July 1, 2017, sections 34-243 to 34-283d, inclusive, govern all limited liability companies.
(b) For purposes of applying the provisions of sections 34-243 to 34-283d, inclusive, to a limited liability company formed before July 1, 2017: (1) The company's articles of organization are deemed to be the company's certificate of organization; and (2) for purposes of applying the provisions of subdivision (14) of section 34-243a and subject to subsection (d) of section 34-243f, language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement.
(P.A. 16-97, S. 10.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243j. - Supplemental principles of law.

Unless displaced by particular provisions of sections 34-243 to 34-283d, inclusive, the principles of law and equity supplement sections 34-243 to 34-283d, inclusive.
(P.A. 16-97, S. 11.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243l. - Reservation of name.

(a) A person may reserve the exclusive use of a name that complies with section 34-243k by delivering an application to the Secretary of the State for filing. The application shall state the name and address of the applicant and the name to be reserved. If the Secretary of the State finds that the name is available, the Secretary of the State shall reserve the name for the applicant's exclusive use for a period of one hundred twenty days.
(b) The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
(P.A. 16-97, S. 13.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243m. - Registration of name.

(a) A foreign limited liability company that is not registered to do business in this state under sections 34-275 to 34-275i, inclusive, may register its name, or an alternate name adopted pursuant to section 34-275e, if the name is distinguishable on the records of the Secretary of the State from the names that are not available under section 34-243k.
(b) To register its name or an alternate name adopted pursuant to section 34-275e, a foreign limited liability company shall deliver to the Secretary of the State for filing an application stating the company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to section 34-275e. If the Secretary of the State finds that the name applied for is available, the Secretary of the State shall register the name for the applicant's exclusive use.
(c) The registration of a name under this section is effective for one year after the date of registration.
(d) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than ninety days before the expiration of the registration, to the Secretary of the State for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
(P.A. 16-97, S. 14.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243o. - Change of registered agent or address for registered agent by limited liability company.

(a) A limited liability company or registered foreign limited liability company may change the address of its registered agent or appoint a new registered agent by delivering to the Secretary of the State for filing a change of address of agent certificate or a change of agent certificate containing all of the following: (1) The name of the limited liability company or registered foreign limited liability company; (2) if the address of the registered agent is to be changed, the information required by subsection (f) of section 34-243n; and (3) if a new registered agent is to be appointed, the information required by subdivisions (2) and (3) of subsection (d) of section 34-243n, which change of agent certificate must be signed by, if other than the Secretary of the State, the registered agent appointed in the certificate.
(b) The members or managers of a limited liability company need not approve the delivery to the Secretary of the State for filing of a: (1) Change of address of agent certificate or a change of agent certificate under this section; or (2) similar filing changing the registered agent or registered office, if any, of the limited liability company in any other jurisdiction.
(c) A change of agent certificate filed under this section designating a new registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.
(P.A. 16-97, S. 16.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243p. - Resignation of registered agent.

(a) A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the Secretary of the State for filing a certificate of resignation that states: (1) The name of the limited liability company or registered foreign limited liability company; (2) the name of the agent; (3) that the agent resigns from serving as registered agent for the limited liability company or registered foreign limited liability company; and (4) the address of the limited liability company or registered foreign limited liability company to which the agent will send the notice required by subsection (c) of this section.
(b) A certificate of resignation takes effect on the earlier of: (1) The thirty-first day after the day on which it is filed by the Secretary of the State; or (2) the date a new registered agent is designated for the limited liability company or registered foreign limited liability company.
(c) A registered agent shall immediately furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which the certificate of resignation was filed.
(d) When a certificate of resignation takes effect, the registered agent ceases to have responsibility under sections 34-243 to 34-283d, inclusive, for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the limited liability company or registered foreign limited liability company has against the agent or that the agent has against the limited liability company or registered foreign limited liability company.
(P.A. 16-97, S. 17; P.A. 17-108, S. 27.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 deleted former Subsec. (e) re resignation of registered agent whether or not limited liability company or registered foreign limited liability company is in good standing, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243q. - Change of name or address by registered agent.

(a) If a registered agent changes its name or address, the agent shall, not later than thirty days after such change, deliver to the Secretary of the State for filing a certificate of change that states: (1) The name of the agent as currently shown in the records of the Secretary of the State for the company or foreign company; (2) if the name of the agent has changed, its new name; and (3) if the address of the agent has changed, its new address.
(b) A registered agent shall, not later than thirty days after such certificate of change is filed, furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the Secretary of the State of the certificate of change and the changes made by the certificate.
(P.A. 16-97, S. 18.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243s. - Delivery of record.

(a) Except as provided in sections 34-243 to 34-283d, inclusive, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission.
(b) Delivery to the Secretary of the State is effective only when a record is received by the Secretary of the State.
(P.A. 16-97, S. 20.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243t. - Reservation of power to amend or repeal.

The Connecticut General Assembly has power to amend or repeal all or part of sections 34-243 to 34-283d, inclusive, at any time, and all limited liability companies and foreign limited liability companies subject to sections 34-243 to 34-283d, inclusive, are governed by such amendment or repeal.
(P.A. 16-97, S. 21.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243v. - Taxation.

A limited liability company formed under sections 34-243 to 34-283d, inclusive, or a foreign limited liability company transacting business in this state pursuant to the provisions of said sections shall be treated, for purposes of taxes imposed by the laws of the state or any political subdivision thereof, in accordance with the classification for federal tax purposes.
(P.A. 16-97, S. 23.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-243w. - Savings clause.

The repeal of sections 34-100 to 34-113, inclusive, 34-119 to 34-124, inclusive, 34-130 to 34-134, inclusive, 34-140 to 34-144, inclusive, 34-150 to 34-152, inclusive, 34-158 to 34-161, inclusive, 34-167 to 34-173, inclusive, 34-179, 34-180, 34-186, 34-187, 34-193 to 34-198, inclusive, 34-206 to 34-216, inclusive, 34-222 to 34-236, inclusive, 34-241 and 34-242 by sections 110 and 111 of public act 16-97 do not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or (4) any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
(P.A. 16-97, S. 24.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247. - Formation of limited liability company. Certificate of organization.

(a) One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of the State for filing a certificate of organization.
(b) A certificate of organization shall state: (1) The name of the limited liability company, which shall comply with section 34-243k; (2) the street address and mailing address of the company's principal office; (3) the name of a registered agent appointed in compliance with section 34-243n, along with the street address and mailing address in this state of the company's registered agent; (4) the name, business address and residence address of at least one manager or member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member, provided, for purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk; and (5) the electronic mail address, if any, of the limited liability company.
(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in subsection (c) of section 34-243d in a manner inconsistent with said section.
(d) A limited liability company is formed on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e.
(P.A. 16-97, S. 25; P.A. 17-108, S. 29.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (c) to delete provision re statement in certificate of organization not effective as statement of authority, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247a. - Amendment or restatement of certificate of organization.

(a) A certificate of organization may be amended or restated at any time.
(b) To amend its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing an amendment stating: (1) The name of the company; and (2) the amendment.
(c) To restate its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing a restatement, designated as such in its heading.
(d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (1) Cause the certificate of organization to be amended; or (2) if appropriate, deliver to the Secretary of the State for filing a statement of change under section 34-243o or a statement of correction under section 34-247h.
(P.A. 16-97, S. 26.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247b. - Signing of records delivered to Secretary of the State for filing.

(a) A record delivered to the Secretary of the State for filing pursuant to sections 34-243 to 34-283d, inclusive, shall be signed as follows:
(1) Except as provided in subdivisions (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.
(2) A company's initial certificate of organization shall be signed by at least one person acting as an organizer.
(3) A record delivered on behalf of a dissolved company that has no member shall be signed by the person winding up the company's activities and affairs under subsection (c) of section 34-267a or a person appointed under subsection (d) of section 34-267a to wind up the activities and affairs.
(4) Any other record delivered on behalf of a person to the Secretary of the State for filing shall be signed by that person.
(b) Any record filed under sections 34-243 to 34-283d, inclusive, may be signed by an agent. Whenever any provision of sections 34-243 to 34-283d, inclusive, requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) The Secretary of the State is not required to verify either a signature's authenticity or the authority of the person signing to so commit the limited liability company, and the acceptance of a document by the Secretary of the State shall not therefore serve to validate the veracity of the signature or the signatory.
(P.A. 16-97, S. 27.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247c. - Signing and filing of record pursuant to judicial order.

(a) If a person required by sections 34-243 to 34-283d, inclusive, to sign a record or deliver a record to the Secretary of the State for filing under said sections does not do so, any other person that is aggrieved may petition the Superior Court to order the: (1) Person to sign the record; (2) person to deliver the record to the Secretary of the State for filing; or (3) Secretary of the State to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action.
(c) A record filed under subdivision (3) of subsection (a) of this section is effective without being signed.
(P.A. 16-97, S. 28.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247d. - Liability for inaccurate information in filed record.

(a) If a record delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and filed by the Secretary of the State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (A) The record was delivered for filing on behalf of the company; and (B) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(i) Effected an amendment under section 34-247a;
(ii) Filed a petition under section 34-247c; or
(iii) Delivered to the Secretary of the State for filing a change of address of agent certificate or a change of agent certificate under section 34-243o or a statement of correction under section 34-247h.
(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and imposes that responsibility on one or more other members, the liability set forth in subdivision (2) of subsection (a) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(c) An individual who signs a record authorized or required to be filed under sections 34-243 to 34-283d, inclusive, affirms under penalty of false statement that the information set forth in the record is accurate.
(P.A. 16-97, S. 29; P.A. 17-108, S. 30.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a)(2)(B)(iii) by replacing “statement of change” with “change of address of agent certificate or a change of agent certificate”, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247e. - Filing requirements.

(a) To be filed by the Secretary of the State pursuant to sections 34-243 to 34-283d, inclusive, a record shall be received by the Secretary of the State, comply with the provisions of sections 34-243 to 34-283d, inclusive, and satisfy the following:
(1) The filing of the record shall be required or permitted by sections 34-243 to 34-283d, inclusive.
(2) The record shall be physically delivered in written form unless and to the extent the Secretary of the State permits electronic delivery of records.
(3) The words in the record shall be in English and numbers shall be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(4) The record shall be signed by a person authorized or required under sections 34-243 to 34-283d, inclusive, to sign the record.
(5) The record shall state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment or verification.
(b) When a record is delivered to the Secretary of the State for filing, any fee required under sections 34-243 to 34-283d, inclusive, and any fee, tax, interest or penalty required to be paid under sections 34-243 to 34-283d, inclusive, or law other than sections 34-243 to 34-283d, inclusive, shall be paid in a manner permitted by the Secretary of the State or by such law.
(c) The Secretary of the State may require that a record delivered in written form be accompanied by an identical or conformed copy.
(P.A. 16-97, S. 30.)
History: P.A. 16-97 effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247f. - Effective date and time.

Except as provided in section 34-247g and subject to the provisions of subsection (c) of section 34-247h, a certificate of organization is effective and a foreign registration certificate is effective on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e. Each other record filed under sections 34-243 to 34-283d, inclusive, is effective on the later of:
(1) On the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e;
(2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subdivision (1) of this section;
(3) At a specified delayed effective date and time, which may not be more than ninety days after the date of filing; or
(4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety days after the date of filing.
(P.A. 16-97, S. 31; P.A. 17-108, S. 31.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced “foreign registration statement” with “foreign registration certificate”, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247g. - Withdrawal of filed record prior to taking effect.

(a) A record delivered to the Secretary of the State for filing may be withdrawn before it takes effect by delivering to the Secretary of the State for filing a certificate of withdrawal.
(b) A certificate of withdrawal must: (1) Identify the record to be withdrawn; and (2) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record or as otherwise provided in the operating agreement of the limited liability company.
(c) On filing by the Secretary of the State of a certificate of withdrawal, the action or transaction evidenced by the original record shall not take effect.
(P.A. 16-97, S. 32; P.A. 17-108, S. 32.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsecs. (a) to (c) to replace references to “statement of withdrawal” with “certificate of withdrawal”, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 613a - Uniform Limited Liability Company Act › Section 34-247h. - Correcting filed record.

(a) A person on whose behalf a record was delivered to the Secretary of the State for filing may correct the record after it is filed if: (1) The record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to the Secretary of the State was defective.
(b) To correct a filed record, a person on whose behalf the record was delivered to the Secretary of the State shall deliver to the Secretary of the State for filing a statement of correction.
(c) A statement of correction: (1) May not state a delayed effective date; (2) may not state an effective date before the original filing date or more than ninety days after the original filing date; (3) must be signed by the person correcting the filed record; (4) must identify the filed record to be corrected; (5) must specify the inaccuracy or defect to be corrected; and (6) must correct the inaccuracy or defect.
(d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of subsection (d) of section 34-243b and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
(P.A. 16-97, S. 33.)
History: P.A. 16-97 effective July 1, 2017.