Operating Agreement LLC Connecticut

A Connecticut LLC Operating Agreement (OA) is an internal contract among members that defines how a Limited Liability Company (LLC) operates. It sets rules for ownership, management, and financial procedures. While an LLC is created by filing a Certificate of Organization with the Connecticut Secretary of the State (SOS), the OA governs the company’s internal affairs. Under the Connecticut Uniform Limited Liability Company Act (CULLCA §34-243d), an OA may be oral, implied, written, or a combination of these forms. A written agreement is strongly recommended for clarity and liability protection.

Is a Connecticut Operating Agreement Required

No. A written OA is not required under CULLCA §34-243d, but it is strongly recommended. Banks often ask for one when opening business accounts or approving loans. The agreement helps confirm limited liability protection by showing that the LLC operates separately from its members. For multi-member LLCs, it clarifies ownership, management roles, and how profits are distributed.

Purpose and Function

The OA governs relationships among members and between members and the company. It defines manager duties, business operations, voting procedures, and methods for amendment. When the OA does not address an issue, the default provisions of CULLCA §§34-243–34-283d apply. Every member automatically agrees to the OA upon joining the company under §34-243e.

Typical Contents

A comprehensive OA generally includes:

• Company details: LLC name, purpose, and registered agent information.
• Tax classification: The chosen tax treatment, such as partnership or corporation.
• Membership information: Names of members, ownership percentages, and capital contributions.
• Governance: Voting rights, profit distribution, and management responsibilities.
• Accounting and transfers: Procedures for recordkeeping, ownership transfers, and dissolution.

Management Options

By default, Connecticut LLCs are member-managed unless stated otherwise in the OA (§34-255f). Members share control and vote on major matters by majority, while amendments require unanimous consent. In a manager-managed LLC, appointed managers handle daily operations, and members act primarily as investors with limited authority over management decisions.

Legal Limits

Members may customize their OA, but CULLCA §34-243d(c) restricts certain changes. The agreement cannot override laws that govern internal affairs, remove fiduciary duties beyond statutory limits, or waive obligations of good faith and fair dealing. Members also cannot eliminate liability for bad faith, misconduct, or illegal acts.

Filing and Conflicts

The Operating Agreement is an internal record and is not filed with the Connecticut Secretary of the State. If a filed record conflicts with the OA, the agreement controls internal relations among members. However, third parties may rely on filed information if their reliance is reasonable under §34-243f.