Connecticut: LLC Amendment and Legal-Name-Change Filing Requirements

Requirements one by one

Amendment, restatement, and the prompt-update duty

Under § 34-247a, a Connecticut LLC may amend or restate its Certificate of
Organization at any time. A known inaccuracy creates a prompt-action duty: the
responsible member of a member-managed LLC or manager of a manager-managed LLC
must cause an amendment or, when appropriate, use the agent-change or correction
route.

An amendment states the current company name and amendment. A restatement is
designated as such in its heading. The current BUS-034 form distinguishes a
name-only amendment, another amendment, an amended-and-restated certificate,
and a restatement that integrates the existing effective provisions without a
new change.

Legal name and availability

A legal-name change is an amendment under § 34-247a. Under § 34-243k, the name requires
an LLC designator and distinguishability from the listed current, registered,
reserved, and name-registered records. It also bars language implying a purpose
the LLC may not lawfully pursue.

Consent is not a general waiver of distinguishability. The statute requires the
consenting name holder's undertaking to change its own name, subject to a
narrow same-name-with-entity-word rule. A certified final judgment establishing
the applicant's right supplies another statutory route.

Approval and operating-agreement control

Under § 34-255f, both management structures have the same default: all
members must affirmatively vote or consent to amend the Certificate of
Organization. The action may be taken without a meeting, and a member may use a
signed proxy or other agent appointment.

Under § 34-243d, the operating agreement governs internal relations and
company affairs when the Act permits variation. It cannot alter the statutory
requirements and procedures for records delivered to the Secretary of the
State. A private lender, investor, regulator, or other approval should therefore
be analyzed separately from what the public filing itself must contain.

Contents, signature, channel, and fee

The statutory filing contents in § 34-247a are short: the current LLC name and
the amendment. BUS-034 asks the filer to select the route, provide full amendment
text, and attach the complete restatement when using an amended-and-restated or
restated route.

Under § 34-247b, a person authorized by the company signs, and an agent may sign.
Under § 34-247e, the filing states the individual's name and capacity but needs no seal,
attestation, acknowledgment, or verification. The current state page provides
online filing and a paper alternative. Under § 34-243u, the fee is $120 for
either an amendment or restated certificate; online expedited service is
optional and is unavailable for mailed paper forms.

Effective time and a refused filing

Under § 34-247f, the filing is effective when filed unless it states a later
time on the filing date or a delayed date and time no more than 90 days after
filing. A delayed date without a time takes effect at 12:01 a.m. on that
date.

Under § 34-247i, the filing duty is ministerial. A refusal must be returned
or notified with a brief explanation within 15 business days. The submitter
may attach the record and explanation to a Superior Court petition to compel
filing, which the court may decide in a summary proceeding.

Correction, agent, report, and trade-name routes

Under § 34-247h, correction is reserved for information inaccurate when filed, a
defective signature, or a defective electronic transmission. The statement
generally relates back, but it cannot use a delayed effective date and does not
relate back against an adversely affected person who relied on the uncorrected
record.

Registered-agent and agent-address changes use § 34-243o and do not require
member or manager approval for delivery. Under § 34-247k, the annual report,
amended annual report, or interim manager/member notice carries recurring
principal-office, reported person, agent, email, and NAICS information. A
business using a name other than its legal name follows the town-clerk
trade-name route in § 35-1a rather than changing the LLC's legal name.

What acceptance does and does not establish

Acceptance is not a merits ruling. Under § 34-247i, filing or refusal creates no
presumption that the record's information is correct or incorrect,
and § 34-247b says acceptance does not validate the signature or signer's
authority.

Under § 34-243f, the operating agreement prevails over a conflicting filed
record for members, managers, dissociated members, and transferees. The public
record can prevail for another person to the extent that person reasonably
relies on it. Tax, license, bank, contract, property, trademark, trade-name, and
foreign-registration records still require separate review and updates.

What trips people up

• Manager-management does not shift amendment approval to the managers. The
  statutory default still requires all members.
• The form and statute answer different content questions. The statute
  states the minimum; BUS-034 identifies the route, full-text, attachment,
  signatory-capacity, and date fields used in the current filing workflow.
• Correction is not a delayed amendment. A correction cannot state a delayed
  effective date, while an amendment can delay up to 90 days.
• A reported address or manager/member change may have a cheaper route. An
  amended annual report, interim notice, or agent certificate may fit better
  than a $120 certificate amendment.

Common questions

Can the operating agreement require less than unanimous approval? The
unanimity rule is the statutory default, while the operating agreement generally
governs internal company affairs. It cannot change the Secretary-of-the-State
filing requirements themselves, so the current agreement and the statutory
filing rules must be read separately.

Does a restatement cost less if it makes no new change? No. Section
§ 34-243u sets the same $120 fee for a restated certificate and a Certificate of
Amendment.

May a Certificate of Amendment change only the legal name? Yes. BUS-034 has
a name-only route, but the new name still must satisfy § 34-243k.

Statutes and sources

• Conn. Gen. Stat. §§ 34-243d, 34-243f, 34-243k, and 34-243u — operating-
  agreement effect, name conditions, and fees. Official Chapter
  613a (accessed
  2026-08-21; official 2026 supplement checked).
• Conn. Gen. Stat. §§ 34-247a, 34-247b, 34-247e, 34-247f, 34-247h, and
  34-247i — amendment/restatement, signer, filing, effective time, correction,
  refusal, and court review. Official §
  34-247a
  (accessed 2026-08-21).
• Conn. Gen. Stat. §§ 34-243o, 34-247k, and 34-255f — agent, report, and
  unanimous-default approval routes. Official Chapter
  613a (accessed
  2026-08-21).
• Conn. Gen. Stat. § 35-1a — separate town-clerk trade-name route. Official
  Chapter 620
  (accessed 2026-08-21).
• Connecticut SOTS BUS-034 and domestic LLC forms and fees — current route
  boxes, form fields, online/paper channels, and administrative instructions.
  BUS-034
  and forms page
  (accessed 2026-08-21).