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 broadly. It is the agreement of all the members, including a sole member, whether or not called an operating agreement. It can be oral, implied, in a record, or any combination. 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.

Connecticut is worth reading carefully, because its version of the act is not the uniform version. When Connecticut enacted the Connecticut Uniform Limited Liability Company Act, it changed four things: the distribution default, the voting thresholds, the dissolution vote and the creditor remedy. So 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 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) does something else. It requires distributions among members and persons dissociated as members in the proportion that 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) decides matters in the ordinary course by the affirmative vote or consent of a majority in interest of the members. Again, that is economic stake rather than number.

Third, extraordinary decisions. The uniform text demands unanimity. Section 34-255f(b)(3) requires only two thirds in interest. That covers an act outside the ordinary course, or a transaction under the Connecticut Entity Transactions Act. But § 34-255f(b)(4) keeps unanimity 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. It does not need the consent of all of them.

Read together, those rules leave a Connecticut LLC with no agreement under majority control by capital. Holders of a bare majority in interest can wind it up. Say two founders hold sixty and forty. The sixty can dissolve the business over the objection of the forty. Most founders do not assume that outcome. One clause fixes it.

Why a Connecticut sole member still writes one

Connecticut gives a single owner an unusually strong creditor position, described below. It 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 name at least one manager or member. It asks for that person's name, business address and residence address.

The Secretary of the State may accept a business address in lieu of the residence address on a showing of good cause. The statute says good cause includes a showing that disclosure may expose the person's personal security to significant risk. So decide which member is named on the public filing, and record that decision in the operating agreement. 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, under § 34-247(b)(4), which member or manager is named in the public certificate. And decide whether you are making a good cause request for address protection.

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 meant to move the economics.

3. Member managed or manager managed

Section 34-255f(a) makes the company member managed by default. The operating agreement must expressly say manager managed, managed by managers, or vest 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

For a sale of the business, decide between the two thirds in interest threshold in § 34-255f(b)(3) and something higher. Then decide whether the majority in interest dissolution vote in § 34-267(a)(2) is acceptable. 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. Treat divorce, death and bankruptcy transfers separately from voluntary sales. Set 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 dissociation does not entitle a 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) stops 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. 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 name who makes those elections in the agreement. And say 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 amending a Connecticut certificate of organization covers it.

The Connecticut Charging Order, Which Copies Delaware

Connecticut declined the uniform foreclosure provision. It 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. About 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 let a court sell the entire interest of a sole member. Connecticut expressly does not. It says so in the same breath as barring attachment, garnishment and foreclosure. So a Connecticut single owner has creditor protection comparable to Delaware. That is a genuine planning advantage. It is also one of the few places where Connecticut is the more favorable jurisdiction.

Section 34-259b(b) still allows a receiver of the distributions subject to the charging order. That receiver can make the inquiries the debtor might have made. So the protection is about the interest rather than about privacy. And the creditor is waiting on distributions. That makes the distribution clause in the operating agreement do 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) bars an operating agreement from altering or eliminating the duty of loyalty or the duty of care, except as subsection (d) provides. Under § 34-255h(d), section 34-243d(c)(6) preserves the implied contractual obligation of good faith and fair dealing. It allows only prescribed standards that are not manifestly unreasonable. Section 34-243d(c)(7) bars relieving anyone of liability for bad faith, willful or intentional misconduct, or a knowing violation of law.

Subsection (d) opens the permitted routes. If not manifestly unreasonable, the agreement may do four things. It may alter or eliminate the aspects of the duty of loyalty stated in § 34-255h(b) and (i). It may identify specific categories of activity that do not violate loyalty. It may alter the duty of care, short of authorizing bad faith or intentional misconduct. And it may alter or eliminate any other fiduciary duty.

Section 34-243d(d)(1)(A) also lets the agreement specify how a conflicted transaction is authorized or ratified. Disinterested persons do that, 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. It judges the term as of the time the term became part of the agreement, considering only the circumstances existing then. It may invalidate the term only if one thing is readily apparent: that the objective is unreasonable, or that 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. Both assumed 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 trigger a wind up over the objection of the other, and did. A $480,000 order book was still open at the time. 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. They took an offer of $2.3 million for the customer list and the cold storage. That is an act outside the ordinary course. 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 favor. 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. She 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. That 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 four things: 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 creates an argument rather than settling it. It has to say it is displacing the Connecticut ones.

Mistake 2: Skipping it because there is one member

Under § 34-259b(e), Connecticut gives the sole member Delaware grade creditor protection. It gives no public record of who may sign. The agreement supplies three things: 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. So amend first and admit second. Record the new contribution figures, because § 34-255c(a) reads them directly.

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

Connecticut has no filing for an operating agreement, no form and no fee. File it as an exhibit to something else and you 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) covers formalities. A company's failure to observe formalities relating to the exercise of its powers, or to 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. Commingling, thin capital and treating the company as a personal account still will. None of those are formalities. Spend the effort on separate banking and honest capital, not on ceremonial minutes.

What Happens Financially When the Connecticut Defaults Decide

Connecticut imposes no penalty for the missing document. The cost appears elsewhere. The numbers below are arithmetic on the facts stated, not 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. The minority holder's remedy was a claim rather than a company. The second exposure is the two thirds sale threshold. On the Stonington facts, a $2.3 million transaction closed without one of three members. That is either a feature or a disaster, depending on which side you are on.

The third is the distribution split. Under § 34-255c(a), the measure is contributions received and not returned. So an undocumented return of capital quietly moves the economics. 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. Trade through a personal account while governance is sorted and you build 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 four items: the filed certificate of organization, the EIN letter, beneficial owner identification and the operating agreement. Under § 34-251(a), a member is not an agent solely by reason of being a member. Connecticut has no statement of authority filing. So the agreement is the only document that establishes signing power. Banks and title companies read it first for that reason.

The same file supports the separateness argument. The Connecticut nuance is that formalities are expressly off the table under § 34-251a(b). Courts still examine whether the company had its own accounts, real capital and authorized distributions. Trade outside Connecticut and you produce 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. 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. It covers the ordinary and extraordinary thresholds against § 34-255f(b)(2) and (b)(3). It covers the dissolution vote against § 34-267(a)(2), and, under § 34-247(b)(4), who is named on the certificate. It covers transfer and buyout terms. And it covers 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. It 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.