New Connecticut Uniform LLC Act entered into force

On July 1, 2017, the new Connecticut Uniform Limited Liability Company Act (LLC Act) entered into force.

The LLC Act changed the laws governing limited liability companies (LLCs). It applies to domestic and foreign LLCs.

Among its major provisions, the LLC Act:

  • adds more detailed provisions on fiduciary duties and charging orders against members (court orders to collect a debt);
  • changes when a member can bind the LLC as an agent;
  • adds provisions on derivative actions by a member;
  • makes changes to the provisions governing mergers between LLCs, including mergers with foreign LLCs, and adds provisions governing interest exchanges; and
  • allows an LLC’s operating agreement to include certain aspects of its governance, such as designating whether it is managed by its members or a manager.

The LLC Act also modifies terminology, changing the name of an LLC’s founding document from “articles of organization” to “certificate of organization.”

House Bill No. 5259 is available at https://www.cga.ct.gov…

An analysis of the Acts’s significant changes and new provisions is available at https://www.cga.ct.gov…

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