Single-Member LLC Operating Agreement — Connecticut

Single-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 [SOLE MEMBER NAME] (the "Member"), the sole member of the Company, pursuant to the Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. Chapter 613a (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. The principal office of the Company is located at:
[________________________________]
[________________________________]

1.4 Registered Office and Agent. The Company's registered office in Connecticut and its registered agent are:

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

1.5 Term. The Company shall continue perpetually until dissolved in accordance with Article VII or Conn. Gen. Stat. § 34-267.

1.6 Sole Member. The Member intends that the Company be a single-member limited liability company under CULLCA and a "disregarded entity" for federal income tax purposes under Treas. Reg. § 301.7701-3, unless the Member elects otherwise.

Article II — Purpose and Powers

2.1 Purpose. Pursuant to Conn. Gen. Stat. § 34-246, the Company is formed for the following purpose(s) and any other lawful business or activity:
[________________________________]

2.2 Powers. The Company has all powers necessary or convenient to carry on its activities, including the power to own property, enter contracts, sue and be sued.

2.3 Limitation on Liability. Pursuant to Conn. Gen. Stat. § 34-251, the debts, obligations, and other liabilities of the Company are solely the debts, obligations, and liabilities of the Company. The Member is not personally liable for any debt, obligation, or other liability of the Company solely by reason of being a Member.

Article III — Member (Sole Member)

3.1 Identity of Sole Member.

3.2 Initial Capital Contribution. The Member has contributed to the Company the cash and/or property described in Schedule A, with an agreed value of $[____________].

3.3 Additional Contributions. The Member is not required to make additional capital contributions but may do so at the Member's sole discretion. Any additional contribution shall be recorded on Schedule A.

3.4 No Personal Liability. Consistent with § 34-251, the Member is not personally liable for any Company obligation.

3.5 Member's Authority. The Member possesses full authority to bind the Company, subject to Article IV.

Article IV — Management

4.1 Management Structure. Check one:

☐ Member-Managed (default under Conn. Gen. Stat. § 34-255d). The Member shall manage the Company and shall have full authority to act on its behalf.

☐ Manager-Managed. The Company is managed by one or more managers, as designated on Schedule B. The Member retains the right to remove and replace any manager at any time, with or without cause.

4.2 Authority of the Member (or Manager). The Member (or designated manager) is authorized to:
(a) Execute contracts, leases, deeds, notes, and other instruments on behalf of the Company;
(b) Open and operate Company bank accounts;
(c) Hire and terminate employees and independent contractors;
(d) Borrow funds, issue notes, and pledge Company assets as collateral;
(e) Acquire, hold, and dispose of Company property;
(f) Engage tax, legal, and other professionals; and
(g) Take any other action permitted under CULLCA or this Agreement.

4.3 Ordinary vs. Non-Ordinary Course Actions. Pursuant to § 34-255d, ordinary-course actions are within the Member's authority. Because the Company has only one Member, the 2/3 super-majority for non-ordinary course actions is satisfied by the Member's sole consent.

4.4 Standard of Conduct. The Member (and any manager) shall discharge duties to the Company in accordance with Conn. Gen. Stat. § 34-255i, including the duties of loyalty and care. Pursuant to § 34-243d, fiduciary duties may be modified by this Agreement, but the contractual covenant of good faith and fair dealing and liability for gross negligence, recklessness, intentional misconduct, or knowing violations of law may NOT be eliminated.

4.5 Conflict-of-Interest Transactions. A transaction between the Company and the Member (or an affiliate) is not voidable solely because of the Member's interest, provided the transaction is fair to the Company at the time it is authorized.

4.6 Officers (Optional). The Member may designate officers of the Company. Any such officers serve at the pleasure of the Member.

Article V — Capital Accounts and Distributions

5.1 Capital Account. A capital account shall be maintained for the Member in accordance with Treas. Reg. § 1.704-1(b)(2)(iv).

5.2 Allocation of Profits and Losses. All items of income, gain, loss, deduction, and credit shall be allocated 100% to the Member.

5.3 Distributions. Distributions of cash or property shall be made to the Member at such times and in such amounts as the Member determines, subject to Conn. Gen. Stat. § 34-256d (no distribution if Company would be insolvent or unable to pay debts as they become due).

5.4 Tax Distributions. The Member may cause the Company to distribute amounts sufficient to enable the Member to satisfy federal, state, and local tax liabilities attributable to Company income.

5.5 In-Kind Distributions. A Member has no right to receive a distribution in kind unless approved by the Member or required by this Agreement.

Article VI — Transfer of Interest / Charging Order (Conn. Gen. Stat. § 34-259b)

6.1 Transferable Interest Defined. Consistent with Conn. Gen. Stat. § 34-259, the Member's interest in the Company is personal property and consists of (a) the transferable economic interest (rights to distributions) and (b) governance rights (rights to manage and vote).

6.2 Voluntary Transfer. The Member may transfer all or any portion of the transferable interest under § 34-259a. A transferee receives only economic rights unless admitted as a member by the Member.

6.3 Admission of Additional Members. A transferee does not become a Member unless admitted in writing by the Member.

6.4 Charging Order — Exclusive Remedy. Pursuant to Conn. Gen. Stat. § 34-259b(e), the entry of a charging order is the EXCLUSIVE REMEDY by which a judgment creditor may satisfy a judgment from the Member's transferable interest. "With respect to the judgment debtor's transferable interest, attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member." Conn. Gen. Stat. § 34-259b(e).

6.5 Lien Only; No Management Rights. A charging order constitutes only a lien on the transferable interest and requires the Company to pay over to the creditor any distribution otherwise payable to the Member. The creditor obtains no voting, management, or information rights.

6.6 Extinguishing the Charging Order. Under § 34-259b(c), the charging order may be extinguished by satisfying the judgment and filing proof with the issuing court. Under § 34-259b(d), the Company or a non-debtor member may pay the creditor and succeed to the creditor's rights.

6.7 Death or Incapacity of Sole Member. Upon the Member's death or adjudicated incapacity:
(a) The Member's economic interest passes to the Member's estate, trust, heirs, or legatees by will, trust instrument, or intestate succession; and
(b) The successor-in-interest is admitted as a Member of the Company without dissolution, in order to avoid dissolution under Conn. Gen. Stat. § 34-267.

The Member designates the following successor-in-interest (revocable; may also be designated by will, trust, or pour-over):
[________________________________]

Article VII — Dissolution

7.1 Events of Dissolution. The Company shall be dissolved upon the first to occur of:
(a) The written election of the Member to dissolve;
(b) An event causing dissolution specified in this Agreement;
(c) Entry of a decree of judicial dissolution under Conn. Gen. Stat. § 34-267a; or
(d) Administrative dissolution by the Connecticut Secretary of the State.

7.2 Winding Up. Upon dissolution, the Member (or a person designated by the Member) shall wind up the Company's affairs pursuant to Conn. Gen. Stat. § 34-267b, including:
(a) Collecting Company assets;
(b) Paying or making provision for Company liabilities;
(c) Distributing remaining assets to the Member; and
(d) Filing Articles of Dissolution with the Connecticut Secretary of the State.

7.3 Notice of Claims. The winding-up Member may give notice to creditors to bar untimely claims under §§ 34-267d and 34-267e.

Article VIII — State-Specific Provisions

8.1 Connecticut Law Controls. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, and CULLCA shall control to the extent of any conflict that the Act does not permit to be modified.

8.2 Annual Report. Pursuant to Conn. Gen. Stat. § 34-247k(c), the Member shall ensure the Company files its annual report with the Connecticut Secretary of the State between January 1 and March 31 of each year, accompanied by the $80 filing fee. Newly formed LLCs file their first report between January 1 and March 31 of the year following formation.

8.3 No Series LLC. The Member acknowledges that Connecticut law does not authorize series LLCs. Any segregation of assets shall be accomplished through subsidiary entities or contractual arrangements.

8.4 Operating Agreement Scope and Limits. The Member intends this Agreement to constitute the "operating agreement" within the meaning of Conn. Gen. Stat. § 34-243d. The Member acknowledges that, pursuant to § 34-243d(c), this Agreement may NOT:
(a) Vary the applicable law (Connecticut law governs);
(b) Vary the Company's capacity to sue and be sued in its own name;
(c) Vary the Company's power to file documents with the Secretary of the State;
(d) Eliminate the implied contractual covenant of good faith and fair dealing;
(e) Unreasonably restrict the duties and rights of inspection of records;
(f) Eliminate liability for gross negligence, recklessness, intentional misconduct, or knowing violations of law;
(g) Unreasonably reduce the duty of care; or
(h) Violate any of the other restrictions in § 34-243d(c).

8.5 Modification of Fiduciary Duties. Subject to § 34-243d, this Agreement may alter fiduciary duties of loyalty and care that are not "manifestly unreasonable." The Member, as sole owner, has the practical effect of self-dealing being permissible to the extent fair to the Company.

8.6 Indemnification. Consistent with Conn. Gen. Stat. § 34-255p, the Company shall indemnify the Member and any manager or officer against losses, damages, and expenses (including reasonable attorneys' fees) incurred in connection with the Company's business, except for acts or omissions that may not statutorily be indemnified.

Article IX — General Provisions

9.1 Entire Agreement. This Agreement constitutes the entire agreement of the Member regarding the operation of the Company.

9.2 Amendment. This Agreement may be amended only by a written instrument signed by the Member. (Because the Company has one Member, the unanimous-consent default rule under CULLCA is satisfied by the Member's signature.)

9.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.4 Successors and Assigns. This Agreement binds and inures to the benefit of the Member and the Member's heirs, executors, administrators, successors, and assigns.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature with the same effect as an original.

9.6 Notices. Notices to the Member shall be effective when delivered in person, by certified mail, or by electronic mail.

9.7 Headings. Headings are for convenience only.

Signature Block

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has executed this Operating Agreement as of the Effective Date.

ACKNOWLEDGMENT (Optional but Recommended)

State of Connecticut, County of [____________________]

On [__/__/____], before me, the undersigned notary public, personally appeared [SOLE MEMBER NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to this instrument, and acknowledged execution thereof.

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

Schedule A — Capital Contributions

Schedule B — Managers (if Manager-Managed)

Pre-Execution Checklist

☐ Certificate of Organization filed with CT Secretary of the State (§ 34-247)
☐ EIN obtained from IRS (Form SS-4)
☐ Registered agent confirmed and consents in writing
☐ Initial capital contribution made and recorded on Schedule A
☐ Federal tax classification confirmed (disregarded, S-corp, or C-corp)
☐ Annual report calendar reminder set for Jan. 1 – March 31 (§ 34-247k)
☐ Operating agreement reviewed for compliance with § 34-243d(c) prohibitions
☐ Business bank account opened in Company name
☐ Connecticut sales/use tax registration if applicable (DRS)
☐ Local business licenses and permits obtained
☐ Required insurance (general liability, professional liability, workers' comp) in place
☐ Operating Agreement signed and stored with corporate records
☐ Successor-in-interest designated (Section 6.7) and coordinated with estate plan
☐ Legal review by Connecticut-licensed attorney completed

Sources and References

• Connecticut General Statutes, Chapter 613a — Uniform Limited Liability Company Act: https://www.cga.ct.gov/2025/pub/chap_613a.htm
• Conn. Gen. Stat. § 34-259b (Charging Order; Exclusive Remedy): https://law.justia.com/codes/connecticut/title-34/chapter-613a/section-34-259b/
• Connecticut Secretary of the State — Business Services: https://business.ct.gov/business-services/business-forms-and-fees
• Day Pitney Client Alert — New Annual Report Filing Deadline for CT LLCs: https://www.daypitney.com/insights/publications/2018/01/23-new-annual-report-filing-deadline-for-connect
• Pullman & Comley — The New Connecticut Uniform Limited Liability Company Act and Its Effect on Your Operating Agreement: https://www.pullcom.com/newsroom-publications-ALERT-The-New-Connecticut-Uniform-Limited-Liability-Company-Act-and-its-Effect-on-Your-Operating-Agreement