LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Connecticut

At a glance

Requirements one by one

The agreement sets the management structure

Conn. Gen. Stat. § 34-243d(a)-(d) makes the operating agreement the internal rulebook for member/company relations, manager rights and duties, company activities, and amendment; the Act fills gaps. The agreement remains subject to the section's filing, duty, good-faith, liability, information, dissolution, court-access, and nonparty limits.

Conn. Gen. Stat. § 34-243i(b) preserves a legacy bridge: for a pre-July 2017 LLC, articles language selecting the management structure operates as if it appeared in the operating agreement.

Voting power follows transferable interests with fallbacks

Conn. Gen. Stat. § 34-243a(13)-(15), (19)-(20), (26), (29) defines a majority in interest as members owning more than half of member-owned transferable interests. If the agreement does not permit that calculation, the measure shifts first to dissolution distributions and then to unreturned capital contributions.

The Act creates no per-capita or class/group default. The operating agreement may establish a valid different voting structure.

Connecticut uses three member thresholds

Under Conn. Gen. Stat. § 34-255f(a)-(d), a majority in interest decides an ordinary-course member-managed matter. Two-thirds in interest approves an outside-course act or a Connecticut Entity Transactions Act transaction. Every member must approve an operating-agreement or certificate amendment.

In manager management, a manager or manager majority decides ordinary matters, but the same two-thirds and unanimous member thresholds govern the listed reserved actions.

No-meeting action is allowed without a live-meeting code

Section 34-255f(d) permits required member action without a meeting. The Act states no general member-meeting caller, notice content or timing, waiver, quorum, adjournment, annual meeting, location, or record date.

It likewise states no conference-call, video, remote-presence, communications, voter-identification, or retained-remote-vote standard.

A proxy or agent uses a signed appointing record

A member may appoint a proxy or other agent to vote, consent, or otherwise act by signing an appointing record personally or through the member's agent. The Act's definitions make a record tangible or electronic and allow signing with an electronic symbol, sound, or process logically associated with that record.

The section states no default duration, revocation, death/incapacity effect, irrevocability formula, delivery recipient, or narrower scope limit.

The member consent itself has no prescribed form

Section 34-255f(d) permits no-meeting member action at the applicable majority, two-thirds, or unanimous threshold but does not require the consent itself to be in a signed record. It states no delivery, collection period, counterpart, revocation, or future-time/event mechanism. The signed-record rule belongs to the proxy or agent appointment.

The Act also states no general post-action notice to nonconsenting or nonvoting members and no general member vote/consent retention period.

What trips people up

• The denominator has statutory fallbacks. Transferable interests come first, then dissolution distributions, then unreturned contributions.
• Outside-course action is two-thirds, not unanimous. Unanimity is reserved for agreement and certificate amendments.
• Electronic signatures attach to the appointment. The Act does not state that the member consent itself must be signed.
• No-meeting action is not remote attendance. Connecticut provides no live member remote-presence standard.

Common questions

What is a Connecticut majority in interest?

Ordinarily it means members owning more than half of member-owned transferable interests, with statutory distribution and contribution fallbacks if that cannot be determined.

May members act without holding a meeting?

Yes. Required member action may occur without a meeting at the threshold that applies to the matter.

Can a proxy appointment be electronic?

The appointment must be a signed record, and the Act defines both record and signature to include electronic forms.

Must nonsigning members receive notice afterward?

The surveyed sections state no general post-action notice rule. Check the operating agreement and the substantive law governing the action.

Statutes and sources

• Conn. Gen. Stat. §§ 34-243a, 34-243d, and 34-243i — majority-in-interest and electronic record/signature definitions, agreement hierarchy and floors, and the pre-2017 management-term bridge. Official current Chapter 613a (accessed August 30, 2026).
• Conn. Gen. Stat. § 34-255f — management branches, majority/two-thirds/ unanimous member thresholds, no-meeting action, and signed proxy/agent appointment. Official current Chapter 613a (accessed August 30, 2026).