Connecticut: LLC Operating Agreement Requirements

Requirements one by one

Governing law and document name

Connecticut's current domestic LLC statute is the Connecticut Uniform Limited Liability Company
Act, Conn. Gen. Stat. § 34-243. Section 34-243a(20) uses the term "operating agreement" for the
members' agreement about the LLC's internal affairs, regardless of the document's label.

Required or optional

The agreement is optional. Conn. Gen. Stat. § 34-243d(a) identifies what it governs, and subsection
(b) makes the Act the gap-filler for matters the agreement does not address.

Permitted form and signatures

Section 34-243a(20) recognizes oral, implied, recorded, and combined agreements and includes a sole
member. The LLC Act imposes no general agreement-level signature, witness, acknowledgment, or
notary requirement. A record can still matter when a particular provision expressly calls for one.

Adoption timing and effect

Conn. Gen. Stat. § 34-243e(c) expressly allows prospective initial members—including one prospective
sole member—to agree before formation that their agreement or terms will become the operating
agreement when the LLC is formed. Under § 34-247(d), formation occurs when the Secretary of the
State files the certificate of organization.

Single member and assent

The definition in § 34-243a(20) expressly includes a sole member. Under § 34-243e, the LLC is bound
and may enforce the agreement without separately manifesting assent, and a person who becomes a
member is deemed to assent.

Management and authority defaults

Connecticut defaults to member-management unless the agreement expressly uses manager-managed
language or similar words. Under Conn. Gen. Stat. § 34-255f, members decide ordinary-course matters
by majority in interest, acts outside the ordinary course by two-thirds in interest, and amendments
by all members. In a manager-managed LLC, managers decide company matters and have equal management
rights, while the listed member approvals remain.

Management rights do not automatically create external agency. Section 34-251 says a member is not
an LLC agent solely because the person is a member.

Voting, economic, and transfer defaults

Section 34-255f supplies the majority, two-thirds, and unanimous voting tiers. Conn. Gen. Stat.
§ 34-255c allocates interim distributions according to contributions the company has received and
not returned, unless a transfer or charging order requires otherwise.

Under § 34-259a, a transferable interest may be transferred, but the transferee receives the right
to distributions rather than management or ordinary information rights. After formation, § 34-255
allows admission under the agreement or by all-member consent when no other statutory route applies.

Nonwaivable rules and duties

Conn. Gen. Stat. § 34-243d contains a detailed mandatory list. Among other limits, an agreement
cannot eliminate good faith and fair dealing, excuse bad-faith or intentional misconduct, unreasonably
restrict information or member-action rights, or vary the specified judicial-dissolution grounds.
It may tailor loyalty and care only within the section's express, manifestly-reasonable boundaries.

Conn. Gen. Stat. § 34-255h applies loyalty and care to members of a member-managed LLC and to managers of a
manager-managed LLC. Good faith and fair dealing applies to both managers and members, while a
nonmanager member of a manager-managed company ordinarily has no duty solely from member status.
Conn. Gen. Stat. § 34-267 preserves judicial dissolution for unlawful, impracticable, fraudulent, illegal, or
oppressive conduct on the stated facts.

Amendment, filing, and records

The agreement may set its own amendment process. Without another term, § 34-255f requires all-member
approval; § 34-243f also permits the agreement to require a nonparty's approval or satisfaction of
a condition.

The operating agreement is not among the required contents of the public certificate in § 34-247.
If a filed record conflicts with the agreement, § 34-243f makes the agreement control internally but
lets the filed record control for outsiders to the extent they reasonably rely on it. Section
Conn. Gen. Stat. § 34-255i gives member-managed members broad reasonable-notice access and gives manager-managed
members a purpose-linked written-demand process with a ten-day response rule.

What trips people up

The agreement may be oral or implied, but a filed public record can still matter to an outsider who
reasonably relies on it. Internally, the agreement prevails; externally, § 34-243f can give the filed
record priority. Also, member-management does not by itself make every member an agent under
§ 34-251, so internal voting power should not be confused with authority to bind the LLC.

Common questions

Can an amendment require approval from someone who is not a member?

Yes. Conn. Gen. Stat. § 34-243f(a) permits an agreement to require approval by a nonparty or the
satisfaction of a condition and makes an amendment ineffective if that requirement is missed.

Can people agree on the operating terms before filing the LLC?

Yes. Section 34-243e(c) allows prospective initial members or a prospective sole member to adopt
terms that become the operating agreement upon formation.

Statutes and sources

• Conn. Gen. Stat. §§ 34-243, 34-243a — Act name and flexible-form definition. Official chapter capture (accessed 2026-07-26).
• Conn. Gen. Stat. §§ 34-243d to 34-243f — scope, mandatory limits, assent, preformation terms, amendments, and filed-record conflicts. Official chapter capture (accessed 2026-07-26).
• Conn. Gen. Stat. §§ 34-247, 34-251, 34-255 — formation, public certificate, agency, and admission. Official chapter capture (accessed 2026-07-26).
• Conn. Gen. Stat. §§ 34-255c, 34-255f, 34-255h, 34-255i — distributions, management, voting, duties, and information. Official chapter capture (accessed 2026-07-26).
• Conn. Gen. Stat. §§ 34-259a, 34-267 — transfers and dissolution. Official chapter capture (accessed 2026-07-26).