Understanding Connecticut LLC Laws

The rules for starting and running a Connecticut limited liability company (LLC) are laid out by Connecticut's LLC laws

In this guide, we offer simple explanations to Connecticut LLC laws about:

To learn more about starting an LLC, visit our form an LLC guide.


LLC Formation Requirements

Connecticut LLC laws set out the requirements for forming an LLC. The State of Connecticut has created the business online filing portal and PDF Certificate of Organization form to simplify the process.

Connecticut LLC Formation Statute

The following LLC formation statutes are from the Connecticut 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.)

What This Means: Key Takeaways*

The Connecticut LLC statute provides the requirements for setting up (or forming) an LLC. The State of Connecticut offers online and hard copy LLC filing to meet these requirements.

Required Information for Connecticut LLC Formation:

  • LLC’s name (Must meet Connecticut LLC naming requirements)
  • LLC principal office’s street and mailing address
  • Registered agent’s name, Connecticut address, and signature of acceptance
  • The name, address, and residence address of at least one manager or member unless there is a compelling reason why the privacy of the members or managers must be protected

Optional Information for Connecticut LLC Formation:

  • LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute. 

Recommended: For help with completing the LLC formation forms, visit our Connecticut LLC Certificate of Organization guide.

Registered Agent Duties and Appointment

Connecticut LLC laws define the duties and appointment of the LLC registered agent.

Connecticut LLC Registered Agent Statute

The following registered agent statutes are from the Connecticut Uniform Limited Liability Company Act:

Section 34-243n. Registered agent. 

(a) Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state. The designation of a 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 as agent.

(b) The registered agent for a limited liability company shall be a:

(1) Natural person who is a resident of this state;

(2) Corporation formed under the laws of this state;

(3) Foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state;

(4) Limited liability company;

(5) Registered foreign limited liability company;

(6) Registered limited liability partnership organized under the laws of this state;

(7) Registered limited liability partnership that is not organized under the laws of this state and that has procured a certificate of authority to transact business or conduct its affairs in this state;

(8) Statutory trust organized under the laws of this state; or

(9) Statutory trust that is not organized under the laws of this state and that has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) The registered agent for a registered foreign limited liability company shall be:

(1) The Secretary of the State and his or her successors in office;

(2) A natural person who is a resident of this state;

(3) A corporation formed under the laws of this state;

(4) A foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state;

(5) A limited liability company;

(6) A registered foreign limited liability company;

(7) A registered limited liability partnership organized under the laws of this state;

(8) A registered limited liability partnership that is not organized under the laws of this state and that has procured a certificate of authority to transact business or conduct its affairs in this state;

(9) A statutory trust organized under the laws of this state; or

(10) A statutory trust that is not organized under the laws of this state and that has procured a certificate of registration to transact business or conduct its affairs in this state.

(d) A limited liability company's or a registered foreign limited liability company's registered agent shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the limited liability company or registered foreign limited liability company; (2) the name of the registered agent; and (3) (A) if the registered agent is a natural person, the business and residence addresses thereof; (B) if the registered agent is an entity organized under the laws of this state, the address of the principal office thereof; or (C) if the registered agent is an entity that is not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case set forth in subparagraph (A), (B) or (C) of subdivision (3) of this subsection, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by, if other than the Secretary of the State, the registered agent therein appointed.

(e) A registered agent for a limited liability company or registered foreign limited liability company shall have a place of business in this state.

(f) The only duties under sections 34-243 to 34-283d, inclusive, of a registered agent that has complied with sections 34-243 to 34-283d, inclusive, are: (1) To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company any process, notice or demand pertaining to the limited liability company or registered foreign limited liability company that is served on or received by the agent; (2) if the registered agent resigns, to provide the notice required by subsection (c) of section 34-243p to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company; and (3) if the registered agent changes its name or address, to provide the notice required by section 34-243q.

(P.A. 16-97, S. 15.)

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit). 

A Connecticut registered agent must:

  • Must have a physical address in Connecticut (i.e., not just a P.O. box)
  • Be an individual, a Connecticut corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Registered agent information is kept on file by the State of Connecticut. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

The Truic Flame Logo

Learn how to choose the best registered agent for your LLC.

Best Services

Operating Agreements

Connecticut LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the Connecticut Uniform Limited Liability Company Act:

Section 34-243d. Operating agreement: Scope, function and limitations. 

(a) Except as provided in subsections (c) and (d) of this section, the operating agreement governs: (1) Relations among the members as members and between the members and the limited liability company; (2) the rights and duties under sections 34-243 to 34-283d, inclusive, of a person in the capacity of manager; (3) the activities and affairs of the company and the conduct of those activities and affairs; and (4) the means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, the provisions of sections 34-243 to 34-283d, inclusive, govern the matter.

(c) An operating agreement may not: (1) Vary the law applicable under section 34-243c; (2) vary a limited liability company's capacity under subsection (a) of section 34-243h, to sue and be sued in its own name; (3) vary any requirement, procedure or other provision of sections 34-243 to 34-283d, inclusive, pertaining to: (A) Registered agents; or (B) the Secretary of the State, including provisions pertaining to records authorized or required to be delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive; (4) vary the provisions of section 34-247c; (5) alter or eliminate the duty of loyalty or the duty of care, except as provided in subsection (d) of this section; (6) eliminate the implied contractual obligation of good faith and fair dealing under subsection (d) of section 34-255h, except that the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured; (7) relieve or exonerate a person from liability for conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; (8) unreasonably restrict the duties and rights under section 34-255i, except that the operating agreement may impose reasonable restrictions on the availability and use of information obtained under said section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (9) vary the causes of dissolution specified in subdivisions (4) and (5) of subsection (a) of section 34-267; (10) vary the requirement to wind up the company's activities and affairs as specified in subsections (a) and (e) of section 34-267a and subdivision (1) of subsection (b) of section 34-267a; (11) unreasonably restrict the right of a member to maintain an action under sections 34-271 to 34-271e, inclusive; (12) vary the provisions of section 34-271d, except that the operating agreement may provide that the company may not have a special litigation committee; (13) vary the required contents of a plan of merger under subsection (b) of section 34-279h or, a plan of interest exchange under section 34-279m; or (14) except as provided in section 34-243e and subsection (b) of section 34-243f, restrict the rights under sections 34-243 to 34-283d, inclusive, of a person other than a member or manager.

(d) Subject to subdivision (7) of subsection (c) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply: (1) The operating agreement may: (A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested persons after full disclosure of all material facts; and (B) alter the prohibition on making a distribution under subdivision (2) of subsection (a) of section 34-255d so that the prohibition requires only that the company's total assets not be less than the sum of its total liabilities. (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under sections 34-243 to 34-283d, inclusive, and imposes the responsibility on one or more other members, the operating agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility which would have pertained to the responsibility. (3) If not manifestly unreasonable, the operating agreement may: (A) Alter or eliminate the aspects of the duty of loyalty set forth in subsections (b) and (i) of section 34-255h; (B) identify specific types or categories of activities that do not violate the duty of loyalty; (C) alter the duty of care, but may not authorize conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; and (D) alter or eliminate any other fiduciary duty.

(e) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subdivision (6) of subsection (c) of this section or subdivision (3) of subsection (d) of this section. The court: (1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (2) may invalidate the term only if, in light of the purposes, activities and affairs of the limited liability company, it is readily apparent that: (A) The objective of the term is unreasonable; or (B) the term is an unreasonable means to achieve the term's objective.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

  • Each member’s responsibilities
  • How new members will be admitted
  • How existing members may transfer or terminate their membership
  • How profits and dividends will be distributed
  • The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Annual Report Requirements

Connecticut LLC laws set out the requirements for annual LLC reporting. The State of Connecticut has created an annual report online portal to simplify the process.

Connecticut LLC Annual Report Statute

The following annual report statutes are from the Connecticut Uniform Limited Liability Company Act:

Section 34-247k. Annual report. 

(a) A limited liability company or a registered foreign limited liability company shall deliver to the Secretary of the State by electronic transmission an annual report that states:

(1) The name of the company;

(2) The street address and mailing address of its principal office;

(3) The name, business address and residence address of at least one member or manager, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this subdivision, 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;

(4) The name and address of the registered agent;

(5) An electronic mail address where the Secretary of the State can communicate with the company or its filing agent, if the company or its filing agent maintains an electronic mail address;

(6) In the case of a foreign limited liability company, any alternate name adopted under section 34-275e, its governing jurisdiction and if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and

(7) Such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the limited liability company.

(b) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.

(c) The first annual report must be filed with the Secretary of the State after January first and before April first of the year following the calendar year in which the limited liability company was formed or the registered foreign limited liability company registered to do business in this state. Subsequent annual reports must be filed with the Secretary of the State after January first and before April first of each calendar year thereafter.

(d) If an annual report does not contain the information required by this section, the Secretary of the State promptly shall notify the reporting limited liability company or registered foreign limited liability company and return the report for correction.

(e) Upon the request of a limited liability company or a registered foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited liability company or the registered foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown. For purposes of this section, electronic transmission shall be limited to online filing utilizing the Internet or any newer mode of computer-aided, automated filing designated by the Secretary of the State for annual report filing.

(f) If the manager or member named in a limited liability company's or a registered foreign limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title, business address and residence address of the new manager or member and the name and title of the former manager or member, 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 the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.

(P.A. 16-97, S. 36; P.A. 17-108, S. 34; P.A. 19-40, S. 3.)

What This Means: Key Takeaways*

You can file your Connecticut annual report online.

Your Connecticut LLC annual report must state the following information (and must be current as of the date of filing):

  • The name of the LLC
  • The street address of the LLC’s principal office and mailing address
  • The name, title, and address of at least one member/manager unless the secretary of state deems it necessary to protect the privacy of members or managers
  • The name and address of the registered agent
  • The LLC’s email address
  • NAICS code to determine the purpose of LLC

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.

Connecticut Business Resources

Related Articles