reglab/statecodes huggingface dataset:
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 34-247i. - Duties of Secretary of the State re filing and delivery of record.

(a) The Secretary of the State shall file a record delivered to the Secretary of the State for filing which satisfies sections 34-243 to 34-283d, inclusive. The duty of the Secretary of the State under this section is ministerial.
(b) When the Secretary of the State files a record, the Secretary of the State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of the State shall deliver to the person that submitted the record an acknowledgment of the date and time of filing.
(c) If the Secretary of the State refuses to file a record, the Secretary of the State shall, not later than fifteen business days after the record is delivered: (1) Return the record or notify the person that submitted the record of the refusal; and (2) provide a brief explanation of the reason for the refusal.
(d) If the Secretary of the State refuses to file a record, the person that submitted the record may petition the Superior Court to compel filing of the record. The record and the explanation of the Secretary of the State of the refusal to file must be attached to the petition. The Superior Court may decide the matter in a summary proceeding.
(e) The filing of or refusal to file a record does not create a presumption that the information contained in the record is correct or incorrect.
(f) Except as provided by section 34-243r or by law other than sections 34-243 to 34-283d, inclusive, the Secretary of the State may deliver any record to a person by delivering it: (1) In person to the person that submitted it; (2) to the principal office of the person; or (3) to another address, including an electronic mail address, the person provides to the Secretary of the State for delivery.
(P.A. 16-97, S. 34.)
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 34-247j. - Certificate of legal existence.

On request of any person, the Secretary of the State shall issue a certificate of legal existence for a domestic or registered foreign limited liability company. A certificate issued by the Secretary of the State under this section may be relied upon as conclusive evidence of the facts set forth in the certificate.
(P.A. 16-97, S. 35; P.A. 17-108, S. 33.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 deleted former Subsecs. (b) and (c), deleted Subdiv. (a) designator, replaced “certificate of good standing for a limited liability company” with “certificate of legal existence for a domestic or registered foreign limited liability company”, deleted provision re issuance of certificate of registration for registered foreign limited liability company, and added provision re certificate may be relied upon as conclusive evidence of facts set forth in 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 34-251. - Effect of person's status as member.

(a) A member is not an agent of a limited liability company solely by reason of being a member.
(b) A person's status as a member does not prevent or restrict law other than sections 34-243 to 34-283d, inclusive, from imposing liability on a limited liability company because of the person's conduct.
(P.A. 16-97, S. 37.)
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 34-251a. - Liability of members and managers.

(a) A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
(b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation or other liability of the company.
(c) Nothing contained in sections 34-243 to 34-283d, inclusive, shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on July 1, 2017, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct, provided (1) any member, manager, agent or employee of a limited liability company rendering professional services formed under sections 34-243 to 34-283d, inclusive, shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by such person, or by any person under such person's direct supervision and control, while rendering professional services on behalf of the limited liability company to the person for whom such professional services were being rendered; and (2) the personal liability of members of a limited liability company rendering professional services formed under sections 34-243 to 34-283d, inclusive, in their capacity as members of such limited liability company, shall be not greater in any aspect than that of a shareholder who is an employee of a corporation formed under chapter 601. A limited liability company rendering professional services shall be liable for up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, agents or employees while they are engaged on behalf of the limited liability company in the rendering of professional services.
(P.A. 16-97, S. 38.)
History: P.A. 16-97 effective July 1, 2017.
See Sec. 33-673b re limitation on liability of an interest holder of a domestic entity.
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 34-255. - Becoming a member.

(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) After formation of a limited liability company, a person becomes a member: (1) As provided in the operating agreement; (2) as the result of a transaction effective under the Connecticut Entity Transactions Act; (3) with the affirmative vote or consent of all of the members; or (4) as provided in subdivision (3) of subsection (a) of section 34-267.
(d) A person may become a member without: (1) Acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited liability company.
(P.A. 16-97, S. 39.)
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 34-255a. - Form of contribution.

A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company.
(P.A. 16-97, S. 40.)
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 34-255b. - Liability for contribution.

(a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally.
(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.
(c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without notice of a compromise under this subsection, the creditor may enforce the obligation.
(P.A. 16-97, S. 41.)
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 34-255c. - Sharing of and right to distributions before dissolution.

(a) Any distributions made by a limited liability company before its dissolution and the winding up of its activities and affairs must be made among members and persons dissociated as members in that proportion which reflects contributions received by the limited liability company and not returned, except to the extent necessary to comply with a transfer effective under section 34-259a or charging order in effect under section 34-259b.
(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as provided in subsection (d) of section 34-267f, a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
(P.A. 16-97, S. 42.)
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 34-255d. - Limitations on distributions.

(a) A limited liability company may not make a distribution, if after the distribution: (1) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities and affairs; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members and transferees whose preferential rights are superior to those of persons receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or (2) a fair valuation or other method that is reasonable under the circumstances.
(c) Except as provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured: (1) In the case of a distribution as described in subparagraph (A) of subdivision (8) of section 34-243a, the date money or other property is transferred or debt is incurred by the company; or (2) in all other cases, as of the date: (A) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date; or (B) the payment is made, if the payment occurs more than one hundred days after the distribution is authorized.
(d) A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.
(e) A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.
(f) In measuring the effect of a distribution under section 34-267f, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 34-267c, 34-267d or 34-267e.
(P.A. 16-97, S. 43.)
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 34-255e. - Liability for improper distributions.

(a) Except as provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 34-255d and in consenting to the distribution fails to comply with section 34-255h, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 34-255d.
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability set forth in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
(c) A person that receives a distribution knowing that the distribution violated section 34-255d is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 34-255d.
(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may implead: (1) Any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and (2) any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e) An action under this section is barred unless commenced not later than two years after the distribution.
(P.A. 16-97, S. 44.)
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 34-255g. - Reimbursement, indemnification, advancement and insurance.

(a) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or in the course of the member's or manager's activities on behalf of the company, if the member or manager complied with sections 34-255f and 34-255h in making the payment.
(b) In the ordinary course of its duties and affairs, a limited liability company may indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation or other liability incurred by the person by reason of the person's former or present capacity as a member, manager or officer if the claim, demand, debt, obligation or other liability does not arise from the person's breach of section 34-255d, 34-255f or 34-255h.
(c) A limited liability company shall indemnify and hold harmless a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding with respect to any claim or demand against the person by reason of the person's former or present capacity as a member, manager or officer of the company from and against reasonable expenses, including attorney's fees and costs incurred by the person in connection with such claim or demand. As used in this subsection, “proceeding” means any threatened, pending or completed action, arbitration, investigation, suit or proceeding, whether civil, criminal or administrative and whether formal or informal.
(d) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member, manager or officer of the company if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.
(e) A limited liability company may purchase and maintain insurance on behalf of a member, manager or officer of the company against liability asserted against or incurred by the member, manager or officer in that capacity or arising from that status even if, under subdivision (7) of subsection (c) of section 34-243d, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
(P.A. 16-97, S. 46.)
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 34-259. - Nature of transferable interest.

A transferable interest is personal property.
(P.A. 16-97, S. 49.)
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 34-259a. - Transfer of transferable interest.

(a) Subject to subsection (f) of section 34-259b, a transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities and affairs; and (3) subject to section 34-259c, does not entitle the transferee to: (A) Participate in the management or conduct of the company's activities and affairs; or (B) except as provided in subsection (c) of this section, have access to records or other information concerning the company's activities and affairs.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of the activities and affairs of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.
(g) Except as provided in subparagraph (B) of subdivision (4) of section 34-263a, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.
(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 34-255b and subsection (c) of section 34-255e known to the transferee when the transferee becomes a member.
(P.A. 16-97, S. 50.)
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 34-259b. - Charging order.

(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Subject to subsection (e) of this section, a charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. To the extent that the transferable interest of the judgment debtor is so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such transferable interest.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) make all other orders necessary to give effect to the charging order.
(c) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(d) A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(e) The entry of a charging order is the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest. With respect to the judgment debtor's transferable interest, attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member.
(f) Sections 34-243 to 34-283d, inclusive, do not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee.
(P.A. 16-97, S. 51.)
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 34-259c. - Power of legal representative of deceased member.

If a member dies, the deceased member's legal representative may exercise: (1) The rights of a transferee provided in subsection (c) of section 34-259a; and (2) for the purposes of settling the estate, the rights the deceased member had under section 34-255i.
(P.A. 16-97, S. 52.)
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 34-263. - Power to dissociate as member. Wrongful dissociation.

(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 34-263a.
(b) A person's dissociation as a member is wrongful only if the dissociation: (1) Is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the company and: (A) The person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under subdivision (5) of section 34-263a; (C) the person is dissociated under subdivision (8) of section 34-263a; or (D) in the case of a person that is not a trust other than a business trust, an estate or an individual, the person is expelled or otherwise dissociated as a member because it wilfully dissolved or terminated.
(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 34-271, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.
(P.A. 16-97, S. 53.)
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 34-263b. - Effect of dissociation.

(a) If a person is dissociated as a member: (1) The person's right to participate as a member in the management and conduct of the company's activities and affairs terminates; (2) if the company is member-managed, the person's duties and obligations under section 34-255h as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to section 34-259c and sections 34-279 to 34-279g, inclusive, or the Connecticut Entity Transactions Act, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation as a member is owned by the person solely as a transferee.
(b) A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.
(P.A. 16-97, S. 55.)
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 34-267. - Events causing dissolution.

(a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1) An event or circumstance that the operating agreement states causes dissolution;
(2) The consent of a majority in interest of the members;
(3) The passage of ninety consecutive days during which the company has no members unless before the end of the period: (A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent;
(4) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, or if none in this state, where its registered agent is located, of an order dissolving the company on the grounds that: (A) The conduct of all or substantially all of the company's activities and affairs is unlawful; or (B) it is not reasonably practicable to carry on the company's activities and affairs;
(5) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) Have acted, are acting or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
(6) The preparation and filing of a certificate of dissolution by forfeiture by the Secretary of the State under subsection (b) or (c) of section 34-267g.
(b) In a proceeding brought under subdivision (5) of subsection (a) of this section, the court may order a remedy other than dissolution.
(P.A. 16-97, S. 56.)
History: P.A. 16-97 effective July 1, 2017.
Subsec. (a)(5): Proper analysis of an oppression claim requires court to assess claim under the “reasonable expectations” standard, thus, a majority member's conduct is oppressive if that conduct substantially defeats the minority member's expectations which, objectively viewed, were both reasonable under the circumstances and were central to his or her decision to join the venture or developed over time. Language of Subpara. requires a causal connection between the oppressive conduct and the harm sustained by the plaintiff-member, thus, the harm at issue is not limited to a particular instance, so long as a member was harmed, is being harmed, or will be harmed by the oppressive conduct, such will suffice to satisfy the statute. 200 CA 356.
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 34-267b. - Reinstatement after dissolution.

(a) A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order under subdivision (4) or (5) of subsection (a) of section 34-267.
(b) Reinstatement of the dissolved limited liability company under this section requires:
(1) The written consent of a majority in interest of the members.
(2) If a certificate of dissolution applicable to the limited liability company has been filed, a certificate of reinstatement conforming, with such adaptations as are appropriate, to the content requirements of a limited liability company's certificate of organization shall be executed and filed with the Secretary of the State in accordance with the requirements set forth in sections 34-247 to 34-247k, inclusive, which pertain to the filing and recording of a record.
(3) A certificate of reinstatement under this section shall be accompanied by: (A) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by subdivision (11) of subsection (a) of section 34-243u, (B) an annual report for the current year, and (C) an appointment of a registered agent for service of process.
(4) If the name of the limited liability company to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment to the certificate of organization.
(5) No action or proceeding, civil or criminal, to which the limited liability company is a party at the time of reinstatement, shall be affected by such reinstatement except as the court shall, under the circumstances, determine.
(c) If a limited liability company is reinstated after its dissolution:
(1) The company resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) Subject to subdivision (3) of this subsection, any liability incurred by the company after the dissolution and before the reinstatement is effective is determined as if dissolution had never occurred;
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the reinstatement may not be adversely affected; and
(4) Any claim against the limited liability company barred as provided in section 34-267d and not otherwise barred shall be relieved of such bar upon reinstatement of the limited liability company, and the reinstated limited liability company shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.
(P.A. 16-97, S. 58.)
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 34-267c. - Known claims against dissolved limited liability company.

(a) Except as provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) Specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and: (1) The claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than ninety days after the complainant receives the notice.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
(P.A. 16-97, S. 59.)
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 34-267d. - Other claims against dissolved limited liability company.

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) A notice under subsection (a) of this section must: (1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the company's registered agent is or was last located; (2) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice: (1) A claimant that did not receive notice in a record under section 34-267c; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent on, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section or section 34-267c may be enforced: (1) Against a dissolved limited liability company, to the extent of its undistributed assets; and (2) except as provided in section 34-267e, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision may not exceed the total amount of assets distributed to the person after dissolution.
(P.A. 16-97, S. 60.)
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 34-267e. - Court proceedings.

(a) A dissolved limited liability company that has published a notice under section 34-267d may file an application with the Superior Court in the judicial district where the dissolved company's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved company, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under subsection (c) of section 34-267d.
(b) Not later than ten days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(d) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member or transferee that received assets in liquidation.
(P.A. 16-97, S. 61.)
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 34-267f. - Disposition of assets in winding up.

(a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under section 34-259b: (1) To members and persons dissociated as members, an amount equal to the respective values of the contributions received by the limited liability company and not returned to each such member and dissociated member; and (2) to members and dissociated members, in shares which are proportionate to their respective transferable interests, except to the extent necessary to comply with any transfer effective under section 34-259a.
(c) If a limited liability company does not have sufficient surplus to comply with subdivision (1) of subsection (b) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
(P.A. 16-97, S. 62.)
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 34-271. - Direct action by member.

(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or sections 34-243 to 34-283d, inclusive, or arising independently of the membership relationship.
(b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
(P.A. 16-97, S. 64.)
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 34-271a. - Derivative action.

A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within ninety days; or (2) a demand under subdivision (1) of this section would be futile.
(P.A. 16-97, S. 65.)
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 34-271b. - Derivative action. Proper plaintiff.

A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.
(P.A. 16-97, S. 66.)
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 34-271c. - Derivative action. Pleading.

In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the response by the managers or other members to the demand; or (2) why the demand should be excused as futile.
(P.A. 16-97, S. 67.)
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 34-271d. - Derivative action. Special litigation committee.

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from: (1) Enforcing a person's right to information under section 34-255i; or (2) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee must be composed of one or more disinterested individuals, who may be members or managers.
(c) A special litigation committee may be appointed: (1) In a member-managed limited liability company: (A) By the consent of a majority in interest of the members not named as parties in the proceeding; or (B) if all members are named as parties in the proceeding, by a majority in interest of the members named as defendants; or (2) in a manager-managed limited liability company: (A) By a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) Continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested individuals and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested individuals, and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
(P.A. 16-97, S. 68.)
History: P.A. 16-97 effective July 1, 2017.