Connecticut recognizes an operating agreement whether it is oral, implied, recorded, or a combination of those forms, and the definition expressly covers a single-member LLC. When the agreement does not address an issue, Connecticut’s Uniform Limited Liability Company Act supplies the default rule.
Choose the version that fits your Connecticut LLC structure.
Does Connecticut Require a Written Operating Agreement?
No written operating agreement is required. Connecticut expressly recognizes agreements that are oral, implied, recorded, or any combination of those forms. An LLC is formed instead by filing a Certificate of Organization with the Connecticut Secretary of the State.
The current statutory filing fee for the Certificate of Organization is $120. The operating agreement stays with the LLC rather than being filed as its formation document.
Connecticut’s statutory definition is unusually flexible enough to recognize an oral or implied agreement, so putting the rules in writing is especially useful for avoiding uncertainty about what the members actually agreed to.
For an LLC that has not yet been formed, use Connecticut’s official business registration service.
How Connecticut Defines an Operating Agreement
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection (a) of section 34-243d. “Operating agreement” includes the agreement as amended or restated.
An agreement may be oral, implied, written in a record, or combine those forms.
Connecticut’s definition expressly includes an agreement involving the sole member of a single-member LLC.
A person who becomes a member is deemed to assent to the LLC’s operating agreement. § 34-243e(b)
Connecticut LLC Rules That Apply by Default
Connecticut does not simply give each member one equal vote or divide everything equally. Its default rules use ownership interests, contribution history, and different approval thresholds depending on the decision.
The LLC is member-managed unless the operating agreement expressly makes it manager-managed or uses similar language.
§ 34-255f(a)Ordinary-course matters need a majority in interest. Acts outside the ordinary course need two-thirds in interest. Amending the operating agreement requires all members.
§ 34-255f(b)(2)-(4)Pre-dissolution distributions follow the proportion of contributions received by the LLC and not returned, unless a transfer or charging order changes the result.
§ 34-255c(a)After formation, a new member generally needs the affirmative vote or consent of all existing members unless another statutory or agreement-based route applies.
§ 34-255(c)A member of a member-managed LLC is not automatically entitled to pay for services, except reasonable compensation for winding up the company.
§ 34-255f(h)Connecticut allows someone to become a member without acquiring a transferable interest and without making or promising a contribution.
§ 34-255(d)These defaults are worth addressing directly in a written agreement if the members want a different result where Connecticut law permits one.
For other state compliance tasks, members can check the official Connecticut business forms and fees and, after formation, use the state’s annual report filing service. Connecticut requires LLC annual reports, separate from the operating agreement.
- 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)
