A Connecticut LLC operating agreement defines the ownership structure, purpose, management, and profit allocation for any limited liability company organized under the laws of the state.
Choose the version that fits your Connecticut LLC structure and download it in PDF or Word format. Each template is built to help you clarify ownership, management, and internal operating rules from the start.
Why CULLCA Made Pre-2017 Connecticut Operating Agreements Obsolete
Connecticut didn't just tweak its LLC statute. On July 1, 2017, the state repealed its entire original Limited Liability Company Act (Chapter 613) and replaced it with the Connecticut Uniform Limited Liability Company Act, known as CULLCA. Every provision now lives in Conn. Gen. Stat. § 34-243 through § 34-283d.
For any LLC formed before that date, the operating agreement may contain provisions that are now void under Connecticut's current laws. CULLCA introduced 14 non-overridable rules under § 34-243d(c). The most disruptive change: the old liability exoneration standard allowed members to escape responsibility for anything short of “fraud, gross negligence, or willful misconduct.” CULLCA tightened that. An operating agreement can't relieve any person from liability for conduct involving bad faith, intentional misconduct, or a knowing violation of law.
That distinction matters. Older agreements that still reference the gross-negligence carve-out are relying on language CULLCA specifically invalidated. According to Aaron Kra, JD, Boost Suite's legal editor, this single change affects thousands of Connecticut LLCs that haven't reviewed their agreements since formation.
One thing to watch: LLCs without a compliant agreement are now governed entirely by CULLCA's default provisions, whether the members intended that result or not. The Connecticut General Assembly's published text of Chapter 613a is the authoritative source for checking which terms your operating agreement can and can't include. If your LLC predates 2017 and you haven't updated your operating agreement, review it against current law before another year passes. Revisiting what it costs to form and maintain a Connecticut LLC can help budget the expense of a legal review.
I’ve personally reviewed Connecticut operating agreements that still cite Chapter 613 provisions repealed in 2017. When I see that, I immediately treat the document as outdated and compare it against current Chapter 613a.
One client’s agreement limited manager liability to cases of “fraud or gross negligence”. That language no longer matched Connecticut’s current LLC law. Under CULLCA, § 34-243d(c)(7), an operating agreement cannot relieve a person from liability for conduct involving bad faith, intentional misconduct, or a knowing violation of law.
If a Connecticut LLC operating agreement still references Chapter 613 instead of Chapter 613a, I do not treat it as a light update. I treat it as a rewrite.
In this case, the old liability clause was unenforceable from the day CULLCA took effect. My recommendation is simple: if your Connecticut LLC operating agreement does not reference Chapter 613a, review the entire document against current law before relying on it.
Is a Written Operating Agreement Required in Connecticut?
No Connecticut statute requires a written operating agreement. The Secretary of State won't request one when you file your Certificate of Organization (Connecticut's formation document, not “Articles of Organization” as some states call it). The registration fee is $120, and the certificate is the only form submitted to the state during formation. For a full walkthrough, see how to start a Connecticut LLC.
Under § 34-243e, the agreement can be oral, implied by conduct, or written. Oral agreements are technically valid. But proving what two members verbally agreed to three years ago, in front of a Superior Court judge, is a different exercise entirely. Courts default to CULLCA's statutory provisions for every term a member can't prove.
Banks and institutional partners won't open a business account without a signed, written operating agreement. Neither will most investors. A written Connecticut operating agreement costs nothing to draft yourself and provides the only reliable evidence of your LLC's internal rules.
The agreement isn't filed anywhere. It stays in the company's records, alongside meeting minutes and financial statements.
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Connecticut's Distribution Default: Capital Contributions, Not Equal Shares
Here's the thing. Most LLC owners assume profits split evenly among members. Connecticut doesn't work that way.
Under § 34-255c(a), distributions from a Connecticut limited liability company must reflect each member's unreturned capital contributions to the extent of their ownership interests. No equal per-capita split. No recognition of sweat equity. If one member contributed $100,000 in cash and another contributed $25,000, the default distribution ratio is 80/20 until the operating agreement says otherwise.
This catches multi-member LLCs off guard, especially when one person invests cash and the other invests time or expertise. CULLCA treats services as a non-contribution unless the agreement explicitly assigns them a capital value. A one-paragraph allocation clause in the operating agreement overrides the statutory default and locks in whatever ratio the members actually intended.
The statute also states that a person has a right to a distribution only if the company decides to make one. No member can demand interim distributions as of right. Dissociation doesn't trigger an automatic buyout payment, either; the dissociated person's membership interest converts to a transferable economic interest under § 34-259.
During my time working with filing clerks at a national registered-agent provider, I saw this exact Connecticut LLC problem over and over again: the members were aligned in practice, but the paperwork never reflected the real business deal.
One member put in $200,000. The other put in $0 in cash but handled the day-to-day operations, kept the business moving, and did the actual work. Both thought they were building the company together. The statute saw it differently.
That is why I never assume Connecticut’s default rules match what the members actually intended. If one person brings the money and the other brings the work, the operating agreement needs to say exactly how profits and distributions are split.
I add one clear clause that defines the agreed profit split. In many cases, that single provision solves the biggest mismatch between the members’ expectations and Connecticut’s statutory default.
Member-Managed vs. Manager-Managed Under Connecticut Law
CULLCA defaults to member-managed governance under § 34-255f. Every member has equal rights in management and conduct of the company's activities, regardless of how much each person contributed. To elect a manager-managed structure, the Certificate of Organization filed with the Connecticut Secretary of State must explicitly state that the LLC will be managed by managers.
In practice, single-member LLCs rarely need to designate a manager. The sole member manages everything by default. Multi-member LLCs with passive investors, on the other hand, benefit from a manager-managed structure because it concentrates decision-making authority in one or two people. Non-managing members lose direct agency power over daily operations.
The operating agreement should specify which person is authorized to bind the company on contracts, leases, and bank transactions. Without that clarity, any member in a member-managed LLC can sign on behalf of the company. Third parties who rely on that apparent authority in good faith are protected by the statute. In a manager-managed LLC, managers and any designated officer hold that authority instead.
Fiduciary Duties the Operating Agreement Can Modify (and the Hard Limits)
Connecticut imposes a duty of loyalty and a duty of care on members in a member-managed LLC (or managers in a manager-managed LLC) under § 34-255h. The operating agreement can alter these duties within boundaries set by § 34-243d(d)(3). A member who violates either duty may face legal action from the LLC or other members.
What's adjustable: the agreement can identify specific types of activities that don't violate the duty of loyalty. It can also lower the duty of care, provided it doesn't authorize conduct involving bad faith, intentional misconduct, or knowing violation of law.
What isn't adjustable: the implied contractual obligation of good faith and fair dealing can't be eliminated. The agreement can define how that obligation is measured, but the standard can't be “manifestly unreasonable.” Courts decide that question as a matter of law under § 34-243d(e). The analysis focuses on the challenged term at the time it became part of the agreement. That judicial review is a safeguard no member can contract away.
Provisions Every Connecticut LLC Operating Agreement Should Address
No two operating agreements need the same level of detail. A single-member LLC formed last month and a five-member company with outside investors face different risks. The sections below address provisions where CULLCA's defaults most often surprise Connecticut LLC owners.
Single-Member LLC Protections
A sole-member LLC still needs a written agreement. Connecticut courts apply the “instrumentality” test for veil-piercing. The test examines whether the LLC organized under state law is truly a separate entity or a mere alter ego of its owner. A signed operating agreement confirming the sole member's identity, initial capital contribution, and authority to act on behalf of the limited liability company is the most direct evidence that personal property and company property are separate.
Banks in Connecticut routinely request a copy before opening a business account. So do payment processors and commercial landlords. For a sole-member LLC, drafting even a basic agreement is a no-brainer. One useful step after formation is to verify your LLC's standing on the Connecticut business registry to confirm the Certificate of Organization was accepted.
Transfer Restrictions and Charging Orders
Under § 34-259, a member's interest in a Connecticut LLC is a “transferable interest” limited to economic rights (share of distributions and losses). Governance rights don't transfer automatically. § 34-259b establishes charging orders as the exclusive remedy for a creditor seeking a member's interest. A court will order the LLC to redirect distributions to the creditor, but only to the extent required to satisfy the debt. The creditor gains no voting power or management authority.
The operating agreement should include a right-of-first-refusal clause and require unanimous or majority consent before any transfer of membership interests to an outside person. Without these provisions, CULLCA's defaults allow transfers of economic rights that could put distributions in the hands of someone the other members never agreed to work with.
Dissolution Triggers and Succession Planning
§ 34-267 lists six events that dissolve a Connecticut LLC. The default that matters most: consent of a majority in interest of the members dissolves the company. A two-member LLC where each holds 50% can reach a deadlock that only a Superior Court can break.
The catch: if 90 consecutive days pass without any members (for instance, after a sole member dies), the LLC dissolves automatically. The only exception is if transferees consent to admit a new member within that window. A succession clause in the operating agreement can prevent this by naming a successor member or outlining a buyout process triggered by death, disability, or withdrawal.
The agreement can also add custom dissolution triggers (or remove some defaults). It can't, however, override the court's authority to order dissolution for oppressive conduct under § 34-267(a)(4) and (5). That protection is non-overridable per § 34-243d(c)(9). If dissolution occurs, § 34-267f governs the disposition of company property during winding up.
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Connecting the Operating Agreement to Connecticut Tax and Compliance
The operating agreement isn't just a governance document. It should reference the LLC's ongoing state obligations so every member understands shared compliance duties.
Connecticut repealed its $250 Business Entity Tax for tax years beginning after December 31, 2018. The tax no longer applies, but outdated compliance guides still list it. Don't send a check that isn't owed.
The state's remaining LLC-level tax is the optional Pass-Through Entity Tax (PET), assessed at 6.99% on Connecticut-source income. Since the 2024 tax year, the PET election is voluntary for partnerships, S corporations, and LLCs treated as partnerships for federal tax purposes. The election is annual, irrevocable for that year, and filed on Form CT-PET, due March 15 for calendar-year filers. The PET functions as a workaround for the federal SALT deduction cap; members receive a credit (currently 87.5% of their pro-rata share) on their personal Connecticut income tax return.
Every Connecticut LLC is also required to file an $80 annual report between January 1 and March 31 through the Business.CT.gov portal. Missing the deadline can jeopardize good standing and eventually lead to administrative dissolution under § 34-267g. The annual report confirms the company's registered agent, principal office address, and NAICS code. Choosing a reliable registered agent in Connecticut ensures compliance notices and legal documents reach the right person year-round.
For single-member LLCs, the IRS treats the entity as disregarded by default under United States tax laws. Multi-member LLCs file a partnership return unless the members elect corporate treatment via IRS Form 8832 or S-corp status via Form 2553. Bottom line: the operating agreement should state the intended tax classification so no member is surprised at filing time. Reviewing Connecticut LLC processing times helps plan the post-formation compliance calendar.
The repealed $250 Business Entity Tax still causes confusion. During my work at a national registered-agent provider, I watched Connecticut LLC owners mail in BET payments years after the tax was eliminated because their online compliance dashboard had not been updated.
I never rely on third-party dashboards alone when I review compliance sections. I always confirm the current obligations directly on the Connecticut Department of Revenue Services portal before writing anything into an operating agreement.
As of 2026, the only mandatory annual filing for most Connecticut LLCs is the $80 annual report through Business.CT.gov. That is the requirement that should appear in your operating agreement, not a repealed tax.
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Common Questions About Connecticut LLC Operating Agreements
Below you will find answers to the six most frequently asked questions received by our editorial and legal team, which assists with the drafting of operating agreements.
Can a Connecticut LLC operating agreement override all CULLCA default rules?
No. § 34-243d(c) lists 14 provisions the operating agreement can't vary. These include the registered agent requirements, the Secretary of State's filing procedures, certain dissolution causes (court-ordered dissolution for oppression), and the implied covenant of good faith and fair dealing. Everything outside those 14 categories is fair game for customization as provided in the agreement.
What happens to a Connecticut LLC if a member is judicially expelled?
Under § 34-263, a court can take action to expel a member who engaged in wrongful conduct that adversely affected the company's business. The operating agreement can define buyout terms for the expelled member's transferable interest. Without those terms, CULLCA provides only that the expelled person retains economic rights as a transferee, not voting or management authority. This applies whether the LLC is run by members or managers.
Does the operating agreement need to match the Certificate of Organization exactly?
The LLC name on both documents should be identical, including the “LLC” or “L.L.C.” designator. Mismatches between the operating agreement and the certificate filed with the Secretary of State can delay bank account openings and create evidentiary problems in litigation. Filing clerks at the state level don't cross-check (the agreement isn't filed), but banks and courts will.
Is a notary required for a Connecticut LLC operating agreement?
Connecticut doesn't require notarization. All members (or the sole member) should sign and date the agreement. Notarization adds an optional layer of authentication but isn't a statutory condition. Some top-rated Connecticut LLC formation services include operating agreement templates with signature blocks that mirror standard notarial formatting.
How does Connecticut treat a single-member LLC without an operating agreement?
CULLCA's default provisions under Chapter 613a apply in full. The sole member manages the company (§ 34-255f), owes fiduciary duties to the LLC (§ 34-255h), and holds the only membership interest. Distributions follow capital contributions as provided in § 34-255c. The lack of a written agreement doesn't affect the LLC's legal existence, but it weakens the veil-piercing defense that protects the member's personal assets.
Can the operating agreement require unanimous consent for all major decisions?
Yes. CULLCA's default for most decisions is majority-in-interest, but the operating agreement can raise the threshold to a supermajority or unanimous consent. Common triggers include admitting new members, taking on debt, or selling company assets. The risk: unanimous requirements in a multi-member LLC create deadlock potential if relationships deteriorate. Build in a dispute-resolution mechanism alongside any unanimity clause.
- Connecticut Secretary of State, Domestic LLC Forms and Fees
- Connecticut General Assembly, CULLCA Full Text (Chapter 613a)
- Connecticut Secretary of State, Annual Report Filing
- Connecticut Department of Revenue Services, Pass-Through Entity Tax
- Conn. Gen. Stat. § 34-243d, Operating Agreement Scope and Limitations
- Conn. Gen. Stat. § 34-255c, Sharing of Distributions Before Dissolution
- Conn. Gen. Stat. § 34-267, Events Causing Dissolution
- Connecticut Secretary of State, Certificate of Organization Form (PDF)
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