Connecticut LLC Operating Agreement
Connecticut's Uniform LLC Act gives operating agreements extensive authority to govern LLC affairs. Without one, Connecticut's statutory defaults apply — which may not match your intentions. For formation, see our LLC guide.
What Connecticut Law Says
The 2017 revised Connecticut Uniform LLC Act (RULLCA-based, effective 2022) explicitly recognizes operating agreements as the primary governing document:
- Can modify most default provisions
- Governs member relations, management, finances, and dissolution
- Can restrict (but not eliminate) fiduciary duties
- Enforced as a contract between members
Connecticut Defaults Without Agreement
| Issue | Default |
|---|---|
| Profit/loss | Equal among members |
| Voting | Per capita |
| Management | Member-managed |
| New members | Unanimous consent |
| Fiduciary duties | Full duties apply |
Essential Provisions
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Get Started- Member ownership and capital contributions
- Profit/loss allocation
- Management structure and authority
- Distribution rules
- Transfer restrictions
- Buy-sell provisions (death, disability, departure)
- Dissolution triggers
- Dispute resolution
- PET election procedures (who decides on pass-through entity tax election)
Connecticut-Specific Considerations
- PET election clause: Include provisions for how the LLC decides whether to elect the pass-through entity tax each year
- BET allocation: If the LLC owes BET, specify how this cost is allocated among members
- Sales tax obligations: If the LLC collects CT's broad sales tax, clarify who handles compliance
FAQ
Is it filed with the state?
No. The operating agreement is never filed with the Connecticut Secretary of State. It's a private document.
Is it legally required?
Connecticut does not mandate a written operating agreement. But without one, statutory defaults govern — including equal profit sharing regardless of capital contributed.