Multi-Member LLC Operating Agreement — Connecticut

Multi-Member LLC Operating Agreement (CONNECTICUT)

This Operating Agreement (the "Agreement") of [COMPANY NAME], LLC, a Connecticut limited liability company (the "Company"), is entered into and effective as of [__/__/____] (the "Effective Date") by and among the persons executing this Agreement as members (each a "Member" and collectively the "Members"), pursuant to the Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 to 34-283d (the "Act" or "CULLCA").

Quick-Reference Summary

Article I — Formation

1.1 Formation. The Company was organized as a Connecticut limited liability company on [__/__/____] upon the filing of a Certificate of Organization with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 34-247.

1.2 Name. The name of the Company is [COMPANY NAME], LLC.

1.3 Principal Office.
[________________________________]
[________________________________]

1.4 Registered Office and Agent.

• Registered Agent: [________________________________]
• Registered Office: [________________________________]

1.5 Term. Perpetual until dissolved under Article XIV or Conn. Gen. Stat. § 34-267.

1.6 Tax Classification. Unless and until the Members elect otherwise, the Company shall be classified as a partnership for federal income tax purposes.

Article II — Purpose and Powers

2.1 Purpose. The Company is formed for the following purpose(s), and any other lawful business:
[________________________________]

2.2 Powers. The Company has all powers granted under Conn. Gen. Stat. § 34-243h, including the power to own property, contract, sue and be sued in its own name, borrow, and engage in any lawful business.

2.3 Limitation on Liability. Consistent with CULLCA, no Member, manager, employee, or agent is personally liable for the Company's debts solely by reason of being a Member, manager, employee, or agent.

Article III — Members and Membership Interests

3.1 Initial Members; Percentage Interests.

3.2 Nature of Interest. Each Member's transferable interest is personal property (Conn. Gen. Stat. § 34-259).

3.3 Admission of Additional Members. Notwithstanding the unanimous-consent default in CULLCA, a new Member may be admitted only upon (a) Approval of Members holding at least [____]% of the Percentage Interests, (b) execution of a counterpart or joinder, and (c) compliance with Article X. The Members understand and agree this provision varies the unanimous-consent default under § 34-255b.

3.4 No Personal Liability. Consistent with CULLCA, no Member is personally liable for any Company debt or obligation.

3.5 Records and Inspection. The Company shall maintain records and make them available for inspection by Members consistent with Conn. Gen. Stat. § 34-255i. Pursuant to § 34-243d(c)(8), this Agreement may impose reasonable restrictions on the availability and use of information but may not unreasonably restrict the rights under § 34-255i.

Article IV — Capital Contributions and Capital Accounts

4.1 Initial Contributions. As set forth in Section 3.1 and Schedule A. Form of contribution governed by Conn. Gen. Stat. § 34-255c.

4.2 Capital Accounts. Maintained in accordance with Treas. Reg. § 1.704-1(b)(2)(iv).

4.3 No Interest on Capital. No Member is entitled to interest on contributions or capital balances.

4.4 Return of Capital. Except as expressly provided, no Member may demand return of capital.

Article V — Capital Calls

5.1 Mandatory Capital Calls. No additional contributions required except as approved by Members holding at least [____]% of the Percentage Interests (a "Capital Call"). Each Member shall contribute pro-rata within [____] days after notice.

5.2 Failure to Fund. If a Member fails to fund (a "Non-Contributing Member"), the non-defaulting Members may, as their exclusive remedies (selected by Approval of non-defaulting Members):
(a) Treat the shortfall as a recourse loan at [____]% per annum repayable from distributions otherwise due the Non-Contributing Member;
(b) Dilute the Non-Contributing Member's Percentage Interest under a customary dilution formula; or
(c) Pursue any other remedy at law or in equity.

Article VI — Allocations and Distributions

6.1 Allocations. Allocated in proportion to Percentage Interests, subject to regulatory allocations under Treas. Reg. § 1.704-1 and § 1.704-2.

6.2 Distributions. Distributions of Available Cash made in proportion to Percentage Interests, as approved under Article VIII. This modifies the equal-share default in Conn. Gen. Stat. § 34-255g.

6.3 Tax Distributions. Prior to other distributions, the Company shall use commercially reasonable efforts to distribute to each Member, no later than [____] days before each federal estimated tax due date, an amount equal to taxable income allocable to the Member multiplied by the Assumed Tax Rate (highest combined federal and Connecticut individual marginal rate, including self-employment tax where applicable). The Company shall also remit any Connecticut Pass-Through Entity Tax under Conn. Gen. Stat. § 12-699 if elected.

6.4 Limitations on Distributions. No distribution shall be made if it would render the Company insolvent or otherwise violate CULLCA.

6.5 Connecticut Tax Compliance. The Company shall timely file Connecticut Form CT-1065/CT-1120SI (or applicable corporate form) with the Connecticut Department of Revenue Services and remit all applicable taxes.

Article VII — Management

7.1 Management Structure. Check one:

☐ Member-Managed (default). Members shall manage. Ordinary-course matters require Approval of Members holding a majority of Percentage Interests. Outside-the-ordinary-course matters require Approval of Members holding the Supermajority specified in Section 8.4.

☐ Manager-Managed. Management is vested in one or more Managers identified on Schedule B. The Certificate of Organization shall so designate. Each Manager serves until resignation, removal by Members holding a majority of Percentage Interests, or death/incapacity.

7.2 Authority. Subject to Section 8.4, Members (or Managers) may exercise all powers permitted under CULLCA, including executing contracts, opening accounts, hiring personnel, borrowing, and engaging professionals.

7.3 Officers (Optional). Members may designate officers, serving at the pleasure of the Members.

7.4 Compensation. No Member is entitled to compensation for Member services except as approved by majority Percentage Interest.

Article VIII — Voting Rights and Member Meetings

8.1 Voting by Percentage Interest. Each Member votes in proportion to its Percentage Interest. This modifies the per-capita default under CULLCA.

8.2 Quorum. Members holding more than [50]% of the Percentage Interests constitute a quorum.

8.3 Meetings. Annual meeting within [____] days of fiscal year-end; special meetings on request of Members holding at least [____]% of the Percentage Interests.

8.4 Supermajority Matters. The following actions, including all matters "outside the ordinary course of the Company's activities and affairs" under CULLCA, require Approval of Members holding at least [75]% of the Percentage Interests (the "Supermajority"). This Agreement reduces the unanimous-consent defaults to the maximum extent permitted by § 34-243d:
(a) Amendment of this Agreement or the Certificate of Organization;
(b) Merger, conversion, interest exchange, or sale of all or substantially all Company assets (note: § 34-243d(c)(13) prohibits varying required contents of plans of merger/interest exchange);
(c) Voluntary dissolution (note: § 34-243d(c)(9) prohibits varying causes of dissolution under § 34-267(a)(4)-(5));
(d) Admission of a new Member;
(e) Incurrence of indebtedness exceeding $[____________] in the aggregate;
(f) Related-party transaction outside the ordinary course;
(g) Material change in the nature of the Company's business; and
(h) Any other action specified in this Agreement.

8.5 Action Without Meeting; Proxies. Action may be taken by written consent signed by Members holding the percentage required for approval. Proxies are permitted.

8.6 Remote Participation. Meetings may be held in person or electronically.

Article IX — Fiduciary Duties and Standards of Conduct

9.1 Statutory Standard. Each Member of a member-managed Company (and each Manager of a manager-managed Company) owes the duties of loyalty and care set forth in Conn. Gen. Stat. § 34-255h. These duties may not be eliminated by this Agreement, consistent with § 34-243d(c)(5).

9.2 Duty of Loyalty. The duty of loyalty under § 34-255h includes:
(a) Accounting to the Company for property, profits, or benefits derived from a use of Company property or from a use of a Company opportunity;
(b) Refraining from dealing with the Company as or on behalf of a party having an interest adverse to the Company; and
(c) Refraining from competing with the Company in the conduct of the Company's business before dissolution.

9.3 Duty of Care. The duty of care under § 34-255h is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

9.4 Permitted Alterations (§ 34-243d(d)). Pursuant to Conn. Gen. Stat. § 34-243d(d), and provided the alteration is not "manifestly unreasonable":
(a) The Members may identify specific types or categories of activities that do not violate the duty of loyalty;
(b) Outside business activities and ownership of interests in competing ventures by Members (other than those serving as Managers or executive officers) are permitted, and do not constitute a violation of the duty of loyalty, provided that material facts are disclosed in advance to the Company;
(c) The standards by which the performance of the implied contractual covenant of good faith and fair dealing is to be measured may be prescribed (but the covenant itself may not be eliminated; § 34-243d(c)(6));
(d) The duty of care may not be altered to authorize intentional misconduct or knowing violation of law (§ 34-243d(c)(7)).

9.5 Conflict-of-Interest Transactions. A transaction between the Company and a Member is permitted if (a) material facts are disclosed and (b) approved by Members holding a majority of the disinterested Percentage Interests, or the transaction is fair to the Company when authorized.

9.6 Non-Exoneration for Bad-Faith Conduct. Consistent with § 34-243d(c)(7), nothing in this Agreement relieves or exonerates any Member, Manager, officer, or other person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law.

9.7 Indemnification. The Company shall indemnify each Member, Manager, and officer to the fullest extent permitted by Connecticut law, except for conduct described in Section 9.6 or any improper personal benefit.

Article X — Transfer Restrictions, ROFR, Tag-Along, Drag-Along

10.1 General Restriction. No Member may Transfer all or any part of its Membership Interest except as permitted in this Article. Purported Transfers in violation are void.

10.2 Permitted Transfers. A Member may Transfer to (a) a revocable trust of the Member, (b) a wholly-owned single-member LLC of the Member, or (c) the Member's spouse, descendants, or trusts for their benefit, subject to joinder.

10.3 Right of First Refusal (ROFR). Before any Transfer for value other than a Permitted Transfer, the selling Member shall give a Sale Notice. The Company has [30] days to elect to purchase; thereafter the other Members have [30] days to elect pro-rata, on the stated terms.

10.4 Tag-Along. If Members holding more than [50]% propose to Transfer to a third party, each other Member may elect to participate pro-rata on the same terms within [20] days.

10.5 Drag-Along. If Members holding at least [75]% approve a sale of the Company, all Members shall vote for and participate in the transaction on the same terms.

10.6 Effect of Transfer Without Admission. A transferee of an economic interest does not become a Member unless admitted under Section 3.3 and Conn. Gen. Stat. § 34-259. Until admitted, the transferee has only the rights of an assignee of distributions.

Article XI — Buy-Sell Provisions

11.1 Triggering Events. A "Buy-Sell Event" includes:
(a) Death or adjudicated incapacity;
(b) Voluntary or involuntary bankruptcy;
(c) Divorce, to the extent an Interest would pass to a non-Member spouse;
(d) Material uncured breach of this Agreement;
(e) Conviction of a felony or crime materially injurious to the Company; or
(f) Withdrawal or attempted Transfer in violation of Article X.

11.2 Purchase Option. Company (first) and non-Affected Members (second, pro-rata) have options to purchase at the Purchase Price under Section 11.3 within [90] days after notice.

11.3 Purchase Price.
(a) Agreed value: Certificate of Value executed within [24] months controls.
(b) Appraisal: Otherwise, FMV by independent qualified appraiser(s).
(c) Discounts: Customary discounts may apply if Members agreed at the outset.

11.4 Payment Terms. 25% cash at closing; balance by promissory note over [5] years at the applicable federal rate.

Article XII — Charging Order (Conn. Gen. Stat. § 34-259a)

12.1 Exclusive Remedy. Pursuant to Conn. Gen. Stat. § 34-259a, a charging order is the exclusive remedy by which a judgment creditor of a Member may satisfy a judgment from the Member's transferable interest. The judgment creditor has only the rights of a transferee.

12.2 Foreclosure Risk Acknowledgment. The Members acknowledge that § 34-259a permits a court, upon a showing that distributions under a charging order will not pay the judgment within a reasonable time, to order foreclosure and sale of the transferable interest. The purchaser at the foreclosure sale acquires only the transferable interest and does not become a Member.

12.3 No Management or Inspection Rights. The judgment creditor has no right to participate in management, no right to inspect records beyond what a transferee may receive, and no right to cause dissolution.

12.4 No Cause of Dissolution. A charging order, foreclosure, or transfer to a transferee does not constitute an event of withdrawal or cause dissolution.

12.5 Redemption. The Company or non-debtor Members may redeem the charged or foreclosed interest by paying the unsatisfied judgment.

Article XIII — Deadlock and Dispute Resolution

13.1 Good-Faith Negotiation. Upon dispute, the Members shall meet within [15] days and negotiate in good faith for at least [30] days.

13.2 Mediation. If unresolved, mediation in [Hartford/Stamford/New Haven], Connecticut, before a mediator selected by the parties or appointed by JAMS or the AAA.

13.3 Deadlock Resolution Mechanisms. If, after mediation, the Members remain deadlocked on a Supermajority matter for more than [60] days, the Members may select one of the following exclusive remedies (other than judicial dissolution or other statutory member remedies preserved below):
(a) Buy-Sell (Texas Shoot-Out);
(b) Auction; or
(c) Forced Sale at not less than appraised value.

13.4 Arbitration. Except for actions seeking injunctive relief, judicial dissolution, or any non-waivable derivative or member action under Conn. Gen. Stat. §§ 34-271 to 34-271e, disputes shall be finally resolved by binding arbitration before [one/three] arbitrator(s) under the JAMS Comprehensive Rules, seated in Connecticut.

13.5 Preservation of Statutory Remedies. Consistent with § 34-243d(c)(11), nothing in this Agreement unreasonably restricts a Member's right to maintain a direct or derivative action under Conn. Gen. Stat. §§ 34-271 to 34-271e.

13.6 Judicial Dissolution. Nothing limits a Member's right to seek judicial dissolution under § 34-267(a)(4) or (5), including on the ground that (a) Company conduct is unlawful, (b) it is not reasonably practicable to carry on the Company's business, or (c) those in control have acted or are acting in a manner that is illegal, fraudulent, or oppressive and directly harmful to the applicant. The court may order a remedy other than dissolution under § 34-267(b).

Article XIV — Dissolution and Winding Up

14.1 Events of Dissolution. The Company shall be dissolved upon the first to occur of:
(a) An event the Members designate in writing under Section 8.4(c);
(b) Approval by Members holding the Supermajority;
(c) The passage of 90 consecutive days during which the Company has no members, except as cured under § 34-267(a)(3);
(d) Entry of a decree of judicial dissolution under § 34-267(a)(4) or (5); or
(e) Filing of a certificate of dissolution by forfeiture by the Secretary of the State under § 34-267g.

14.2 Winding Up. Upon dissolution, the Members (or a person designated by Supermajority) shall wind up the Company's affairs under Conn. Gen. Stat. § 34-267a, including:
(a) Collecting Company assets;
(b) Paying or making provision for Company liabilities;
(c) Distributing remaining assets first to creditors (including Members who are creditors), then to Members in respect of unpaid distributions, then in proportion to positive capital account balances, and otherwise in proportion to Percentage Interests; and
(d) Filing a certificate of dissolution with the Secretary of the State.

14.3 Statutory Wind-Up Required. Consistent with § 34-243d(c)(10), the requirement to wind up the Company's activities and affairs as specified in § 34-267a(a) and (e) and § 34-267a(b)(1) may not be varied.

Article XV — State-Specific Provisions

15.1 Connecticut Law Controls; No Choice-of-Law Override. Consistent with Conn. Gen. Stat. § 34-243d(c)(1), this Agreement does not and may not vary the law applicable under § 34-243c. Internal affairs of the Company are governed by Connecticut law.

15.2 Annual Report. Pursuant to Conn. Gen. Stat. § 34-247k, the Company shall timely file its annual report with the Connecticut Secretary of the State by March 31 of each year and pay the $80 fee.

15.3 Business Entity Tax / PET. The Company shall comply with all applicable Connecticut tax obligations, including any Pass-Through Entity Tax under Conn. Gen. Stat. § 12-699.

15.4 No Series LLC. Connecticut does not authorize series LLCs. Asset segregation shall be accomplished through subsidiary entities or contractual arrangements.

15.5 Statutory Override Consistent with § 34-243d. The Members intend this Agreement to constitute the "operating agreement" within the meaning of § 34-243d and to override default rules of CULLCA to the maximum extent permitted. The Members acknowledge that § 34-243d(c) lists matters that may not be varied, and nothing in this Agreement is intended to alter any such non-waivable provision.

15.6 Manifestly Unreasonable Standard. The Members affirm that the fiduciary-duty alterations in Article IX and the information-access restrictions in Section 3.5 are reasonable in scope and tailored to the Company's business, and are not "manifestly unreasonable" within the meaning of § 34-243d(d) and (e).

15.7 Special Litigation Committee. Consistent with § 34-271d, the Company may establish a special litigation committee.

Article XVI — General Provisions

16.1 Entire Agreement. Supersedes any prior agreement on the same subject matter.

16.2 Amendment. Only as provided in Section 8.4(a).

16.3 Severability. Standard.

16.4 Successors and Assigns. Binds heirs, executors, administrators, successors, and permitted assigns.

16.5 Counterparts; Electronic Signatures. Permitted.

16.6 Notices. Effective on personal delivery, certified mail, or electronic mail to the address on the Company's books.

16.7 Headings. For convenience only.

16.8 No Third-Party Beneficiaries. Except as expressly provided or required by § 34-243d(c)(14), this Agreement is for the Members and the Company only.

Signature Block

IN WITNESS WHEREOF, the undersigned Members have executed this Operating Agreement as of the Effective Date.

ACKNOWLEDGMENT (Optional)

State of Connecticut, County of [____________________]

On [__/__/____], before me, the undersigned notary public, personally appeared the Members named above, and acknowledged execution of this instrument.

Notary Public: _______________________________
My commission expires: [__/__/____]

Schedule A — Initial Capital Contributions

Schedule B — Managers (if Manager-Managed)

Pre-Execution Checklist

☐ Certificate of Organization filed with Connecticut Secretary of the State (§ 34-247)
☐ EIN obtained from IRS
☐ Registered agent confirmed and consents in writing
☐ Initial capital contributions made and recorded on Schedule A
☐ Federal tax classification confirmed
☐ Capital accounts opened per Treas. Reg. § 1.704-1(b)(2)(iv)
☐ Annual report calendar reminder set for March 31 (§ 34-247k)
☐ Connecticut DRS account and PET election decision documented
☐ Business bank account opened in Company name
☐ Local licenses obtained
☐ Required insurance in place (general liability, professional liability, workers' comp, key-person/buy-sell life)
☐ Initial Certificate of Value executed under Section 11.3(a)
☐ Spousal consents (if applicable)
☐ Review of Article IX fiduciary-duty modifications confirmed to be reasonable and not manifestly unreasonable under § 34-243d(d)-(e)
☐ Legal review by Connecticut-licensed attorney completed
☐ Operating Agreement signed and stored with company records

Sources and References

• Chapter 613a — Uniform Limited Liability Company Act (CT General Assembly): https://www.cga.ct.gov/2025/pub/chap_613a.htm
• Conn. Gen. Stat. § 34-243d (Operating agreement: scope, function and limitations): https://law.justia.com/codes/connecticut/title-34/chapter-613a/section-34-243d/
• Conn. Gen. Stat. § 34-267 (Events causing dissolution): https://law.justia.com/codes/connecticut/title-34/chapter-613a/section-34-267/
• Pullman & Comley — The New Connecticut Uniform LLC Act: https://www.pullcom.com/newsroom-publications-ALERT-The-New-Connecticut-Uniform-Limited-Liability-Company-Act-and-its-Effect-on-Your-Operating-Agreement
• Connecticut Annual Report — business.ct.gov: https://business.ct.gov/business-services/file-annual-report
• Connecticut Secretary of the State — Business Forms and Fees: https://business.ct.gov/business-services/business-forms-and-fees