Connecticut LLC Operating Agreement: Complete 2026 Guide + Requirements

Connecticut Took the Uniform Act and Changed the Parts That Matter

Connecticut does not require an LLC to adopt an operating agreement. Conn. Gen. Stat. § 34-243a(20) defines one as the agreement, whether or not called an operating agreement and whether oral, implied, in a record or in any combination, of all the members including a sole member. Section 34-243d(b) then supplies the only consequence of silence: to the extent the operating agreement does not provide for a matter, the act governs it.

What makes Connecticut worth reading carefully is that its version of the act is not the uniform version. When Connecticut enacted the Connecticut Uniform Limited Liability Company Act it changed the distribution default, the voting thresholds, the dissolution vote and the creditor remedy. Advice written for a uniform act state is wrong in Connecticut on all four points. The document itself is never filed: nothing goes to the Secretary of the State, there is no form and there is no fee. Our Connecticut operating agreement page covers the drafting.

The four places Connecticut departs from the uniform text

First, money. The uniform default splits distributions in equal shares per member. Section 34-255c(a) instead requires that distributions be made among members and persons dissociated as members in that proportion which reflects contributions received by the company and not returned. Connecticut follows the capital, not the head count.

Second, ordinary decisions. Section 34-255f(b)(2) provides that matters in the ordinary course shall be decided by the affirmative vote or consent of a majority in interest of the members, again by economic stake rather than by number.

Third, extraordinary decisions. The uniform text demands unanimity. Section 34-255f(b)(3) requires two thirds in interest to undertake an act outside the ordinary course or to approve a transaction under the Connecticut Entity Transactions Act, while § 34-255f(b)(4) keeps unanimity only for amending the operating agreement or the certificate of organization. Fourth, dissolution. Section 34-267(a)(2) dissolves the company on the consent of a majority in interest of the members, not on the consent of all of them.

Read together, a Connecticut LLC with no agreement is majority controlled by capital and can be wound up by holders of a bare majority in interest. If two founders hold sixty and forty, the sixty can dissolve the business over the objection of the forty. That is not the outcome most founders assume, and it is fixed by one clause.

Why a Connecticut sole member still writes one

Connecticut gives a single owner an unusually strong creditor position, described below, and then leaves the question of who may sign entirely to the agreement. Section 34-251(a) states flatly that a member is not an agent of a limited liability company solely by reason of being a member, and Connecticut did not adopt the statement of authority filing that several uniform act states use. Nothing on the public record tells a counterparty who has authority.

There is also a privacy dimension. Section 34-247(b)(4) requires the certificate of organization to state the name, business address and residence address of at least one manager or member, with the Secretary of the State able to accept a business address in lieu of the residence address on a showing of good cause, which the statute says includes a showing that disclosure may expose the person's personal security to significant risk. Which member is named on the public filing is a decision the operating agreement should record. Our single-member LLC guide covers the rest.

What Belongs in a Connecticut Operating Agreement

The Connecticut position in one table

Ten clauses carry the weight. Several of them exist to correct a Connecticut specific default rather than a uniform one.

1. Members, interests and who appears on the certificate

Name the members and fix the interests, then decide which member or manager is named in the public certificate under § 34-247(b)(4) and whether a good cause request for address protection is being made.

2. Contributions received and not returned

Section 34-255c(a) measures the default distribution against contributions received and not returned, so a return of capital silently changes the split. Record contributions, record returns, and say whether a return of capital is intended to move the economics or not.

3. Member managed or manager managed

Section 34-255f(a) makes the company member managed unless the operating agreement expressly says manager managed, managed by managers, or vests management in managers. Connecticut puts this in the agreement, so an LLC without one cannot be manager managed at all.

4. Thresholds, and the two thirds rule

Decide whether you want the two thirds in interest threshold in § 34-255f(b)(3) or something higher for a sale of the business. Decide whether the majority in interest dissolution vote in § 34-267(a)(2) is acceptable, because most founders assume dissolution needs everybody.

5. Allocation and distribution

This clause replaces § 34-255c(a). Separate the allocation of taxable income from the timing of cash, address whether dissociated members keep receiving distributions, and say whether tax distributions are compulsory.

6. Transfers, consent and first refusal

A transferee takes economic rights only. Add consent gates and a right of first refusal, and treat divorce, death and bankruptcy transfers separately from voluntary sales, with a defined price rather than a negotiation.

7. Admission, dissociation and buyout

Set the admission mechanic and the departure price. Section 34-255c(b) confirms that a person's dissociation does not entitle the person to a distribution, so without a buyout clause a departing Connecticut member simply stops being paid and keeps the interest.

8. Dissolution triggers and the payout order

Section 34-243d(c)(9) prevents the agreement varying the judicial dissolution grounds in § 34-267(a)(4) and (5), but the consent threshold in § 34-267(a)(2) is yours to change. Write the triggers and the waterfall, and see our Connecticut dissolution guide for the filings.

9. Federal election and the Connecticut overlay

Say who signs Form 2553 or Form 8832 and who may revoke. Connecticut also runs a pass through entity tax regime with a member level credit, so the agreement should name who makes those elections and whether the company funds the members' resulting liability.

10. Disputes, forum and amendment

Section 34-243d(c)(11) stops the agreement unreasonably restricting a member's right to bring an action, and § 34-243d(c)(12) limits how far you may vary the special litigation committee rules. Within that, choose a forum and set the amendment threshold. Changing the public record is separate and covered in amending a Connecticut certificate of organization.

The Connecticut Charging Order, Which Copies Delaware

Connecticut declined the uniform foreclosure provision and wrote the Delaware sentence instead. Section 34-259b(e) reads: 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.

That final clause is the whole point. Arkansas, Florida and the District of Columbia each allow a court to sell the entire interest of a sole member. Connecticut expressly does not, and it says so in the same breath as barring attachment, garnishment and foreclosure. A Connecticut single owner therefore has creditor protection comparable to Delaware, which is a genuine planning advantage and one of the few places where Connecticut is the more favourable jurisdiction.

Section 34-259b(b) still allows a receiver of the distributions subject to the charging order, with power to make the inquiries the debtor might have made, so the protection is about the interest rather than about privacy. And because the creditor is waiting on distributions, the distribution clause in the operating agreement is doing part of the protective work.

How Far Connecticut Lets You Modify Duties

Connecticut sits in the middle, closer to California than to Delaware. Section 34-243d(c)(5) says an operating agreement may not alter or eliminate the duty of loyalty or the duty of care except as provided in subsection (d). Section 34-243d(c)(6) preserves the implied contractual obligation of good faith and fair dealing under § 34-255h(d), allowing only prescribed standards that are not manifestly unreasonable. Section 34-243d(c)(7) bars relieving anyone of liability for bad faith, wilful or intentional misconduct, or a knowing violation of law.

Subsection (d) opens the permitted routes. If not manifestly unreasonable, the agreement may alter or eliminate the aspects of the duty of loyalty stated in § 34-255h(b) and (i), identify specific categories of activity that do not violate loyalty, alter the duty of care short of authorising bad faith or intentional misconduct, and alter or eliminate any other fiduciary duty. Section 34-243d(d)(1)(A) also allows the agreement to specify how a conflicted transaction is authorised or ratified by disinterested persons after full disclosure of all material facts.

Section 34-243d(e) then sets the test. The court decides manifest unreasonableness as a matter of law, judged as of the time the term became part of the agreement and considering only the circumstances existing then, and may invalidate the term only if it is readily apparent that the objective is unreasonable or the term is an unreasonable means to achieve it. That is a drafting instruction: state the purpose of a hard clause inside the clause, so the court has the objective in front of it.

Three Connecticut Companies in Practice

Example one: Naugatuck Valley Precision, Waterbury

Two members ran a contract machining business. One held sixty percent by capital, the other forty. They never wrote anything down, assuming that ending the business would need both of them. Section 34-267(a)(2) dissolves a Connecticut LLC on the consent of a majority in interest, so the sixty percent holder could and did trigger a wind up over the objection of the other, at a moment when a $480,000 order book was still open. A single clause raising the dissolution threshold to unanimity would have prevented it.

Example two: Mystic Seaboard Provisions, Stonington

Three members built a wholesale seafood business and took an offer of $2.3 million for the customer list and the cold storage. That is an act outside the ordinary course, and in a uniform act state it would have required all three. Section 34-255f(b)(3) requires only two thirds in interest, so the two larger holders closed the deal without the third. Connecticut's deviation worked in their favour, and the third member learned about the threshold at closing. Both outcomes are reasons to set the number deliberately.

Example three: Farmington Ridge Dental, Farmington

A sole practitioner held her practice and $1.4 million of equipment in a single member LLC and faced a $290,000 personal judgment unrelated to the practice. Section 34-259b(e) closed every route except the charging order, expressly including the one member case, so the creditor could reach distributions and nothing else. Her written agreement documented a reinvestment and salary policy adopted before the judgment, which is what made the distribution position defensible rather than opportunistic.

Five Mistakes That Cost Connecticut Members Money

Mistake 1: Using a uniform act template in a non uniform state

A template written for the uniform act assumes equal shares distributions, per capita voting, unanimity outside the ordinary course and unanimity to dissolve. Connecticut changed all four in §§ 34-255c(a), 34-255f(b)(2), 34-255f(b)(3) and 34-267(a)(2). A document that recites the uniform positions without saying it is displacing the Connecticut ones creates an argument rather than settling it.

Mistake 2: Skipping it because there is one member

Connecticut gives the sole member Delaware grade creditor protection under § 34-259b(e) and no public record of who may sign. The agreement supplies the signing authority, the distribution policy that makes the charging order position credible, and the succession terms.

Mistake 3: Admitting a member without a written amendment

Amending the operating agreement or the certificate needs all members under § 34-255f(b)(4). Once a new member is in, that unanimity includes them. Amend first, admit second, and record the new contribution figures because § 34-255c(a) reads them directly.

Mistake 4: Trying to file it with the Secretary of the State

There is no Connecticut filing for an operating agreement, no form and no fee. Filing it as an exhibit to something else would publish member capital and buyout formulas for no benefit. Your public filings are the certificate of organization, the Connecticut annual report and your registered agent appointment.

Mistake 5: Relying on meeting minutes to prove separateness

Connecticut wrote something into the act that most states leave to case law. Section 34-251a(b) provides that the failure of a limited liability company to observe formalities relating to the exercise of its powers or the management of its activities and affairs is not a ground for imposing liability on a member or manager. Missing minutes will not pierce a Connecticut LLC. What still will is commingling, thin capital and treating the company as a personal account, none of which are formalities. Spend the effort on separate banking and honest capital rather than on ceremonial minutes.

What Happens Financially When the Connecticut Defaults Decide

Connecticut imposes no penalty for the missing document. The cost appears elsewhere, and the numbers below are arithmetic on the facts stated rather than a survey of professional fees.

The largest exposure in Connecticut is the low dissolution threshold. On the Waterbury facts, a member holding a bare majority in interest ended a business with a $480,000 order book, and the minority holder's remedy was a claim rather than a company. The second is the two thirds sale threshold: on the Stonington facts, a $2.3 million transaction closed without one of three members, which is either a feature or a disaster depending on which side you are on.

The third is the distribution split. Because § 34-255c(a) reads contributions received and not returned, an undocumented return of capital quietly moves the economics, and the member who took money back and never recorded it will discover the effect at the worst moment. The fourth is the account: Connecticut banks ask a multi member company for the operating agreement, and trading through a personal account while governance is sorted builds the commingling record that § 34-251a(b) does not protect against. If the entity has lapsed, deal with reinstatement first.

What Connecticut Banks and Counterparties Ask For

Expect a request for the filed certificate of organization, the EIN letter, beneficial owner identification and the operating agreement. Because § 34-251(a) says a member is not an agent solely by reason of being a member, and Connecticut has no statement of authority filing, the agreement is the only document that establishes signing power. Banks and title companies read it for that reason before they read anything else.

The same file supports the separateness argument, with the Connecticut nuance that formalities are expressly off the table under § 34-251a(b). What courts still examine is whether the company had its own accounts, real capital and authorised distributions. Trading outside Connecticut means producing the documents again for foreign qualification, usually with a Connecticut certificate of legal existence.

How File.Business Drafts Connecticut Operating Agreements

We start with the four Connecticut deviations, because a document that ignores them is drafted for a different state. The intake covers contributions and returns of capital, which § 34-255c(a) reads directly; the ordinary and extraordinary thresholds against § 34-255f(b)(2) and (b)(3); the dissolution vote against § 34-267(a)(2); who is named on the certificate under § 34-247(b)(4); transfer and buyout terms; and any duty modification, drafted with the purpose stated so § 34-243d(e) has something to weigh.

Free templates against a drafted Connecticut agreement

The characteristic template failure in Connecticut is a document written for the uniform act, which gets the distribution rule, two of the voting thresholds and the dissolution vote wrong at once. A drafted agreement names the Connecticut sections it displaces. Trading under another name needs a Connecticut trade name certificate, changing agents is covered in changing a Connecticut registered agent, and the general framework is in operating agreement essentials.

Connecticut Operating Agreement FAQ

Doing this in Connecticut specifically: our Connecticut operating agreement page covers the drafting itself, including the dissolution threshold and the two thirds rule that Connecticut wrote in place of the uniform text.

Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.