LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Connecticut
At a glance
| Governing law, entity, manager, member, and scope | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 to 34-283d; ordinary domestic manager-managed LLC and statutory manager office—not a professional, foreign, authority-dispute, employment, fiduciary-merits, judicial-expulsion, or dissolution case (§§ 34-243, 34-243a) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or similar. Agreement governs manager rights/duties and Act fills gaps, subject to mandatory filing, duty, good-faith, and liability floors (§§ 34-243d, 34-255f(a)) |
| Appointment actor, threshold, and record | Manager may be chosen anytime by majority-in-interest member vote/consent: >50% of member-owned transferable interests, then statutory distribution/contribution fallbacks if indeterminable. No meeting required; signed proxy/agent record allowed. Agreement may vary (§§ 34-243a(13), 34-255f(c)(5), (d)) |
| Eligibility, number, and term | Manager need not be a member and may be an individual or entity. One or multiple managers permitted; no statutory age, residency, licensing, fixed-term, or number rule for ordinary LLCs. Holdover continues until successor unless earlier resignation, removal, death, or entity termination (§§ 34-243a(14), (22), 34-255f(c)(1)-(2), (5)-(6)) |
| Removal actor, threshold, notice, cause, and timing | Majority in interest of members may remove a manager at any time without notice or cause. No separate meeting, writing, acceptance, filing, or effective-time condition; operating agreement controls valid variations (§§ 34-243a(13), 34-243d, 34-255f(c)(5), (d)) |
| Resignation, acceptance, timing, and successor | Resignation ends statutory holdover, but the Act gives no general form, signature, recipient, notice period, acceptance, future date/event, filing, or advance-successor procedure. Operating agreement governs if it supplies terms (§§ 34-243d, 34-255f(c)(5)) |
| Vacancy, successor, holdover, death, and incapacity | Incumbent holds over until successor selection unless earlier resignation, removal, death, or nonindividual termination; majority-in-interest members may choose replacement anytime. No incapacity, disqualification, remaining-manager filler, mandatory replacement, or separate vacancy section (§ 34-255f(c)(5)) |
| Member-manager status, dissociation, and filings | Member dissociation removes a member-manager; ending manager office alone does not dissociate membership. If the publicly named manager/member changes, certificate information is promptly corrected and the annual-report name uses an interim notice or next report under the 30-day rule (§§ 34-247, 34-247a(d), 34-247k, 34-255f(c)(6)) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Cessation does not discharge debts/obligations/liabilities to LLC or members incurred while manager. Company debts remain company debts; member status alone is not agency. Management power, other-law authority, duties, indemnification, employment/contracts, judicial member expulsion, and dissolution remain separate (§§ 34-251, 34-251a, 34-255f(c)(1)-(2), (7), 34-255g-.255h, 34-263a, 34-267) |
Requirements one by one
The operating agreement must select manager management
Under Conn. Gen. Stat. § 34-255f(a), a Connecticut LLC is member-managed unless its operating agreement expressly says it is manager-managed, managed by managers, vested in managers, or uses similar words. The certificate of organization's public manager-or-member field does not itself select the management structure.
Conn. Gen. Stat. § 34-243d makes the operating agreement the primary source for manager rights and duties and uses the Act to fill gaps. The agreement cannot vary Secretary of the State filing requirements or eliminate the statutory good-faith, intentional-misconduct, and knowing-violation floors. For a pre-July 1, 2017 LLC, § 34-243i(b) treats management-structure language in the old articles as operating-agreement language.
Appointment uses a defined economic majority
Under § 34-255f(c)(5), members may choose a manager at any time by the affirmative vote or consent of a majority in interest. Conn. Gen. Stat. § 34-243a(13) ordinarily means members owning more than 50% of the transferable interests that members own, not member headcount.
If the operating agreement does not make that percentage determinable, the statute first looks to who would receive more than 50% of dissolution distributions and then, if there would be none, to who contributed more than 50% of the unreturned contributions. Member action may occur without a meeting, and a proxy or other voting agent is appointed through a signed record.
A manager may be a nonmember or an entity and holds over
Section 34-255f(c)(6) says a manager need not be a member. The definition of person in § 34-243a(22) includes individuals and many domestic or foreign entities. Multiple managers have equal management rights and decide ordinary company matters by manager majority unless the Act expressly reserves the matter or the agreement validly changes the rule.
The incumbent remains manager until a successor is chosen unless the manager earlier resigns, is removed, dies, or, if not an individual, terminates. Connecticut states no ordinary-LLC age, residency, licensing, fixed-term, or statutory manager-number rule.
Removal needs neither notice nor cause
The same majority in interest may remove a manager at any time. Connecticut is express on both points that are often left to inference: § 34-255f(c)(5) says removal may occur “without notice or cause.”
The Act does not add a special meeting, writing, acceptance, filing, or effective-time condition to that internal removal. The operating agreement should still be checked for a valid different process and for separate service, employment, compensation, or contract rights.
Resignation is recognized but not proceduralized
Section 34-255f(c)(5) names resignation as an event that ends the statutory holdover, but Chapter 613a supplies no general manager-resignation form, signature, recipient, notice period, acceptance requirement, future-effective date or event, or advance-successor procedure. Those mechanics therefore turn on the operating agreement and other applicable agreements.
A public-report update may follow, but the filing is not what makes the internal resignation effective under this manager section.
Holdover and four ending events replace a general vacancy code
Connecticut keeps a manager in office until a successor is chosen, subject to the four earlier-ending events: resignation, removal, individual death, and termination of a nonindividual manager. Majority-in-interest members may choose a replacement at any time.
The Act states no separate manager-incapacity, disqualification, remaining-manager filler, mandatory-replacement, or general vacancy procedure. Do not infer one from § 34-263a, which lists events ending membership rather than creating a universal manager-vacancy rule.
Dissociation and public reporting have explicit consequences
Under § 34-255f(c)(6), dissociation of a person who is both member and manager removes that person as manager. The reverse is not automatic: ceasing to be manager does not by itself dissociate the person as a member. Sections Conn. Gen. Stat. § 34-263a and § 34-263b separately define member dissociation and its effects.
The public record is event-sensitive only when its named person changes. The certificate and annual report each identify at least one manager or member. If certificate information becomes inaccurate, § 34-247a(d) requires a prompt amendment or appropriate change/correction filing. If the person named in the latest annual report is replaced, § 34-247k(f) requires an interim notice unless the change falls within the 30-day period before the next report month, when the next annual report carries it.
Office cessation does not settle the other legal layers
Section 34-255f(c)(7) says ceasing to be manager does not discharge debts, obligations, or liabilities to the LLC or members incurred while manager. Separately, § 34-251a protects a manager from company-debt liability based solely on manager status, while § 34-251 says member status alone is not agency.
Conn. Gen. Stat. § 34-255g and § 34-255h(i) address indemnification and manager duties. External authority under other law, employment and service contracts, compensation, fiduciary liability, judicial member expulsion, and dissolution remain separate questions that ending manager office does not decide.
What trips people up
- The certificate does not elect manager management. The operating agreement must carry the required manager-management language.
- Majority in interest has statutory fallback math. It is neither simple headcount nor always a readily visible ownership percentage.
- Removal is expressly without notice or cause. Contract rights and valid operating-agreement variations remain separate.
- Connecticut requires a public update for the named person. That does not make the filing the internal appointment or removal act.
Common questions
Must a Connecticut LLC manager be a member or an individual?
No. A manager need not be a member, and the Act's definition of person includes individuals and entities.
Can members remove a manager without giving notice or proving cause?
Yes under the statutory default. A majority in interest may remove a manager at any time without notice or cause.
Does Connecticut prescribe a manager resignation form?
No general form or acceptance rule appears in Chapter 613a. The operating agreement and other applicable agreements supply any procedure.
Does a manager change require a state filing?
It does when the change makes the certificate inaccurate or replaces the manager or member named in the latest annual report. The statutory timing and form depend on which public record named that person.
Statutes and sources
- Conn. Gen. Stat. §§ 34-243, 34-243a, 34-243d, and 34-243i — Act, majority, manager, management-form, person, operating-agreement, mandatory- floor, and legacy-company rules. Official Chapter 613a (accessed August 29, 2026).
- Conn. Gen. Stat. § 34-255f — manager-management election, internal authority, appointment, removal, notice, cause, holdover, resignation, death, entity termination, dissociation, continuing liability, no-meeting action, and proxy. Official Chapter 613a (accessed August 29, 2026).
- Conn. Gen. Stat. §§ 34-247, 34-247a, and 34-247k — public manager/member fields, prompt certificate correction, annual reports, interim notices, and the 30-day next-report rule. Official Chapter 613a (accessed August 29, 2026).
- Conn. Gen. Stat. §§ 34-251, 34-251a, 34-255g, 34-255h, 34-263a, and 34-263b — status-based agency and liability, duties, indemnification, and member-dissociation boundaries. Official Chapter 613a (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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