LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Connecticut
At a glance
| Governing law, member status exit, and scope | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. ch. 613a; ‘member’ excludes a person dissociated under § 34-263a. Covers power/wrongfulness, 15 events, status effects, transferee economics, information, filing, and memberless dissolution (§§ 34-243(18), 34-263 to 34-263b, 34-267) |
|---|---|
| Operating agreement, articles, and status-exit limits | Agreement governs member relations, may set dissociation/expulsion events, and governs obligations to transferee/dissociated member. Later amendment cannot impose a new debt/obligation/liability on that person. Statutory floors include nonparty rights, action access, information-right reasonableness, and bad-faith/wilful-misconduct limits (§§ 34-243d, 34-243f, 34-263a(2)-(3)) |
| Voluntary withdrawal: power, right, notice, and effective date | Power to leave anytime, rightfully or wrongfully, by express will. Dissociation when LLC has notice, or on a later date stated by member; no acceptance, consent, advance period, or public filing. Under statutory default, express-will exit before winding-up completion is wrongful; agreement breach is independently wrongful (§§ 34-263(a)-(b), 34-263a(1)) |
| Wrongful dissociation, damages, and other liability | Wrongful if express agreement breach or specified pre-wind-up event: express withdrawal, judicial expulsion, trust entire-interest distribution, or wilful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, in addition to other liability (§ 34-263(b)-(c)) |
| Agreement-based and unanimous-consent expulsion | Agreement event/expulsion causes exit. Unanimous other-member route only for illegality; complete transfer except security/charging order; or entity dissolution/revocation/suspension not cured within 90 days after notice. No general no-cause majority route (§ 34-263a(2)-(4)) |
| Judicial expulsion: applicant, procedure, and grounds | LLC or member in direct action may apply. Grounds: materially adverse wrongful conduct; wilful/persistent material agreement or § 34-255h duty/obligation breach; or company-related conduct making continuation with person not reasonably practicable (§ 34-263a(5)) |
| Death, incapacity, insolvency, entity, and transaction events | Events include individual death; member-managed guardian/general conservator or court incapacity; member-managed bankruptcy/creditor assignment/receiver events; trust/estate entire-interest distribution; nonindividual termination; merger, interest exchange, conversion, domestication status effects; and completion of company winding up (§ 34-263a(6)-(15)) |
| Management, voting, authority, and post-exit duties | Member management/participation ends; member-manager is removed as manager. In member-managed LLC, § 34-255h duties/obligations end only for postexit matters/events. Economic interest becomes transferee-only; manager office ending alone does not dissociate a member (§§ 34-255f(c)(6), 34-263b(a)) |
| Transferable interest, distributions, buyout, and economics | Former member owns preexit transferable interest solely as transferee and retains distribution economics, without member governance. Dissociation alone creates no interim distribution or automatic buyout/redemption/fair-value payment; LLC must decide to make an interim distribution (§§ 34-255c(a)-(b), 34-263b(a)(3)) |
| Prior liability, information, records, filings, and dissolution | No discharge of member-incurred liability. Former member may demand preexit-period information on 10+ days’ record notice, good faith, particularized proper purpose. If annual-report designee is replaced, interim notice/amended report may be due based on timing. Ninety memberless days trigger dissolution unless majority-distribution transferees consent and a member is admitted (§§ 34-247k(f)-(g), 34-255i(c)-(d), 34-263b(b), 34-267(a)(3)) |
Requirements one by one
Notice causes status exit even when the exit is wrongful
Under Conn. Gen. Stat. § 34-263(a), a person has the power to dissociate at any time, rightfully or wrongfully. Under § 34-263a, status ends when the LLC has notice of the person's express will to withdraw, or on a later date the person specifies. The statute states no acceptance, consent, advance-notice period, or public-filing condition.
Under the statutory default, express-will withdrawal before completion of the LLC's winding up is wrongful. Breach of an express operating-agreement provision is an independent wrongful-exit route. The agreement governs the matter subject to Chapter 613a's statutory limits.
Wrongful exit creates causation-based damages
Section 34-263(b)-(c) also treats three other pre-wind-up events as wrongful: judicial expulsion, distribution of a covered trust's entire transferable interest, and a nonindividual member's wilful dissolution or termination. A wrongfully dissociating person is liable to the LLC and, subject to the direct- action statute, the other members for damages caused by the dissociation. That liability is additional to other debts, obligations, and liabilities.
Agreement, unanimous consent, and court expulsion differ
An operating-agreement event or agreement-authorized expulsion causes dissociation. Separately, all other members may unanimously expel only for the closed statutory list: illegality; a complete transfer other than security or a charging order; or a notified entity-status defect that remains uncured after 90 days.
The LLC or a member in a direct action may apply for judicial expulsion. The court must find materially adverse wrongful conduct; wilful or persistent material breach of the agreement or a § 34-255h duty or obligation; or company-related conduct making continued operation with the person not reasonably practicable. This page does not decide whether facts satisfy a ground.
Personal, insolvency, entity, and transaction events vary by role
Death always dissociates an individual. Guardian/general-conservator appointment, adjudicated inability to perform member duties, bankruptcy, assignment for creditors, and consensual trustee/receiver/liquidator events apply only in a member-managed LLC.
The list also covers entire-interest distribution by a trust or estate, nonindividual termination, specified merger and interest-exchange results, conversion, specified domestication results, and completion of the LLC's winding up. The management form and transaction result therefore matter.
Governance ends while economics continue
Under § 34-263b(a), member participation in management ends at dissociation. In a member-managed LLC, member duties under § 34-255h end only for matters and events after exit. A member who is also a manager loses that manager office; ending the office alone does not end membership.
The former member owns the preexit transferable interest solely as a transferee. That retains distribution economics without member governance. Under § 34-255c, dissociation alone creates no interim distribution, automatic buyout, redemption, fair-value payment, or payment deadline.
Prior liability, information, filings, and dissolution stay separate
Dissociation does not discharge member-incurred debt, obligation, or liability. Under § 34-255i, a former member retains a narrow information route: at least ten days' demand in a record, preexit-period information, good faith, and the purpose and particularity conditions that apply to a manager-managed member demand.
Connecticut's public update is conditional rather than a universal exit filing. If the manager or member named in the latest annual report is replaced for that reporting purpose, § 34-247k routes the change to an interim notice or the next annual report based on timing. Finally, 90 consecutive memberless days trigger dissolution unless majority-distribution transferees consent to a specified admission and someone becomes a member within the period.
What trips people up
- Exit and rightfulness are separate. Notice can end status even though the default pre-wind-up express exit is wrongful.
- Unanimous expulsion is a closed list. It is not a general no-cause power.
- Manager status ends too. A dissociated member who also serves as manager loses that office automatically.
- Former-member information survives narrowly. The demand must concern the membership period and satisfy the statute's notice, good-faith, purpose, and particularity conditions.
Common questions
Must the LLC accept a withdrawal notice?
No. Status ends when the LLC has notice of express will or on the member's specified later date, though the exit can still be wrongful.
Does every member have a court-expulsion claim?
The LLC or a member may apply in the specified direct action, but the court must find one of § 34-263a(5)'s grounds. This page does not predict that finding.
Does dissociation force the LLC to buy the interest?
No. The former member becomes a transferee, and dissociation alone does not create an interim distribution or fair-value payment.
Does Connecticut require a dissociation filing?
Not for every exit. A public update is required when the person named in the latest annual report is replaced for that reporting purpose, with timing determining the interim-notice or annual-report route.
Statutes and sources
- Conn. Gen. Stat. §§ 34-243d, 34-243f, 34-247k, and 34-255c — agreement control and limits, postexit obligations, public updates, and no-distribution rule. Official Chapter 613a (accessed August 30, 2026).
- Conn. Gen. Stat. §§ 34-255f and 34-255i — manager-office consequence and former-member information rights. Official Chapter 613a (accessed August 30, 2026).
- Conn. Gen. Stat. §§ 34-263 to 34-263b — withdrawal, wrongfulness, agreement/consent/court expulsion, automatic events, and consequences. Official Chapter 613a (accessed August 30, 2026).
- Conn. Gen. Stat. § 34-267 — 90-day memberless dissolution and rescue. Official Chapter 613a (accessed August 30, 2026). The official 2026 supplement changes only §§ 34-243r and 34-267g, not the cited exit provisions (accessed August 30, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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