HB 5259

HB 5259 – Makes changes to the laws governing limited liability companies (LLC’s).

Effective July 1, 2017, this bill makes many changes to the laws governing limited liability companies (LLCs). The bill includes provisions that apply to domestic LLCs, which are formed under Connecticut law, and foreign LLCs, which are formed under another jurisdiction’s law and registered to do business in Connecticut. Its rules generally apply when an LLC’s operating agreement does not cover a particular matter, except for certain items that the bill does not allow in an agreement or that an agreement cannot change.

Among its major provisions, the bill:

  1. Adds more detailed provisions on fiduciary duties and charging orders against members (court orders to collect a debt);
  2. Changes when a member can bind the LLC as an agent;
  3. Adds provisions on derivative actions by a member;
  4. Makes changes to the provisions governing mergers between LLCs, including mergers with foreign LLCs, and adds provisions governing interest exchanges; and
  5. Allows an LLC’s operating agreement to include certain aspects of its governance, such as designating whether it is managed by its members or a manager.

Public Act 16-97

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