Protected and Registered Series LLC Formation Requirements in Connecticut
At a glance
| Governing act and covered entity | Conn. Gen. Stat. §§ 34-243 to -283d, Connecticut Uniform LLC Act; domestic LLC defined in § 34-243a(12). |
|---|---|
| Domestic series route | No domestic series formation route in current Chapter 613a; § 34-247(a), (d) forms an ordinary LLC through a certificate. |
| Parent LLC authorization and notice | Ordinary certificate states LLC name, principal office, and agent (§ 34-247(b)(1)-(3)); agreement governs company affairs (§ 34-243d(a)); series notice N/A. |
| Who creates a series and when | N/A to domestic series; one or more organizers deliver ordinary certificate; LLC forms on filing (§ 34-247(a), (d)). |
| Series-level public filing | N/A to domestic series; § 34-247(b) specifies ordinary LLC certificate, without a series designation. |
| Series name | N/A to domestic series; ordinary certificate states LLC name (§ 34-247(b)(1)). |
| Records and associated assets | N/A to domestic series; § 34-247 addresses ordinary LLC certificate, not series asset-association records. |
| Statutory asset segregation | N/A to domestic series; § 34-275(a)(3) assigns foreign-series liability to the foreign LLC's governing jurisdiction. |
| Changes and termination | N/A to domestic series; ordinary certificate may contain other statements subject to statutory limits (§ 34-247(c)). |
| Outside scope and effect limits | Foreign-series liability is a separate choice-of-law question (§ 34-275(a)(3)); this cell does not decide recognition, tax, bankruptcy, contracts, or creditor recovery. |
Ordinary LLC procedure under current Chapter 613a
Conn. Gen. Stat. § 34-243 names the Connecticut Uniform Limited Liability Company Act, and § 34-243a(12) defines a domestic LLC under it. Under § 34-247(a), one or more organizers deliver a certificate of organization for filing. Under § 34-247(b), that certificate states ordinary company information, including the name, office, and agent; § 34-247(c)-(d) permits other constrained statements and fixes company formation at filing. Under § 34-243d(a), the operating agreement governs company affairs and member relations subject to statutory limits.
The current official Chapter 613a, read with its 2026 supplement, contains no Connecticut domestic protected-, registered-, or designated-series establishment route. Its series liability clause, § 34-275(a), expressly concerns a foreign LLC and applies its governing jurisdiction's law.
What trips people up
The foreign-series reference in § 34-275(a)(3) does not authorize a Connecticut LLC to establish a domestic series. Nor do the other lawful statements permitted in an ordinary certificate by § 34-247(c) supply a series formation and asset-segregation procedure.
Common questions
Do ordinary certificate statements create a protected series?
No. Section 34-247(a), (d) establishes the LLC through the certificate; current Chapter 613a has no domestic series-level formation filing.
Does the foreign-series clause apply to a Connecticut LLC's series?
No domestic series is created by that clause. Section 34-275(a)(3) addresses the liability of a foreign LLC's series under its governing jurisdiction's law.
Statutes and sources
- Connecticut General Statutes, Chapter 613a and 2026 supplement, including §§ 34-243, 34-243a, 34-243d, 34-247, and 34-275; official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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