Connecticut Single-Member LLC Operating Agreement
Create a Connecticut single-member LLC operating agreement with state-specific guidance on CULLCA defaults, taxes, and liability protection.
Introduction
A single-member LLC operating agreement is the internal document where you, as the sole owner of a Connecticut LLC, set the rules for how your business runs, how profits are handled, and what happens if you bring on a partner or wind down the business later. Connecticut does not require the agreement to be in writing, and its charging order statute expressly protects single-member LLCs the same way it protects multi-member ones. Even so, a written agreement is the clearest evidence, if a court or the IRS ever asks, that you are running a real business, not just using the LLC as a personal wallet, and it lets you set your own profit split instead of Connecticut's default, contribution-based rule.
Key Things to Know
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Written form is not required for a Connecticut operating agreement, and unlike some states, Connecticut does not require writing even for changes to fiduciary duties (Conn. Gen. Stat. Sections 34-243a, 34-243d).
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Without an operating agreement, Connecticut law allocates distributions in proportion to each member's unreturned contributions, not split evenly (Conn. Gen. Stat. Section 34-255c).
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Connecticut's charging order statute is unusually explicit: it states the charging order is a judgment creditor's exclusive remedy "whether the limited liability company has one member or more than one member" (Conn. Gen. Stat. Section 34-259b).
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Connecticut LLCs must file an annual report with the Secretary of the State every year, due after January 1 and before April 1, with an $80 filing fee (Conn. Gen. Stat. Sections 34-247k, 34-243u).
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The $250 biennial Business Entity Tax that used to apply to Connecticut LLCs was repealed for tax years beginning on or after January 1, 2020, and is no longer owed.
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Connecticut's fiduciary duty rules are more flexible than many states': if not manifestly unreasonable, the operating agreement may alter or even eliminate the duty of loyalty, not just narrow it (Conn. Gen. Stat. Section 34-243d).
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The operating agreement itself is not filed with the state. You form the LLC by filing a Certificate of Organization ($120 fee) with the Connecticut Secretary of the State, which also requires naming a registered agent.
Key decisions before you file
Before you file a LLC Operating Agreement in Connecticut, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.
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Connecticut Requirements for LLC Operating Agreement
This Operating Agreement is entered into pursuant to Connecticut General Statutes Section 34-243d, which provides that an operating agreement governs relations among the members, the rights and duties of managers, the conduct of the company's activities, and the means and conditions for amending the agreement. Connecticut law does not require an operating agreement to be in writing; it may be oral, implied, or in a record, including for a sole member (Connecticut General Statutes Section 34-243a).
Connecticut General Statutes Section 34-243d(c) sets out provisions an operating agreement may not vary, including the duty of loyalty and duty of care (except as permitted under Section 34-243d(d)), the implied obligation of good faith and fair dealing, a member's statutory right to bring a direct or derivative action, and requirements relating to registered agents and filings with the Secretary of the State. A provision of this Agreement contrary to these limits is ineffective. (Note: the section actually titled "34-243h" governs LLC powers and restrictions on professional and banking LLCs, not non-waivable terms.)
The LLC shall maintain a registered agent in Connecticut as required by Connecticut General Statutes § 34-243n, who shall be authorized to receive service of process on behalf of the LLC.
The LLC shall file an annual report with the Connecticut Secretary of the State by electronic transmission each year, due after January 1 and before April 1 of the year following formation and every year thereafter, as required by Connecticut General Statutes Section 34-247k. The filing fee is $80 for any report year on or after July 1, 2020 (Connecticut General Statutes Section 34-243u).
Pursuant to Connecticut General Statutes Section 34-255f, this Operating Agreement designates whether the LLC is member-managed (the default) or manager-managed. In a member-managed LLC, ordinary-course matters are decided by a majority in interest of the members, acts outside the ordinary course require two-thirds in interest, and amending this Agreement or the certificate of organization requires the consent of all members.
Members owe the duties of loyalty and care described in Connecticut General Statutes Section 34-255h. If not manifestly unreasonable, this Agreement may alter or eliminate aspects of the duty of loyalty and may alter the duty of care, but may never authorize bad faith, willful or intentional misconduct, or a knowing violation of law, as provided by Connecticut General Statutes Section 34-243d(c) and (d). (Note: the section actually titled "34-255i" governs members' information and inspection rights, not fiduciary duties.)
Distributions to members shall be made in accordance with Connecticut General Statutes Section 34-255c, which provides that distributions made before dissolution and winding up must be allocated among members in proportion to each member's contributions to the LLC that have not been returned, not split evenly, unless this Agreement provides otherwise.
Transfer of a transferable interest is governed by Connecticut General Statutes Section 34-259a, which provides that a transfer does not by itself cause a member's dissociation, and does not entitle the transferee to participate in management or to access company records or information, unless the transferee separately becomes a member. The transferor retains all duties and obligations of a member other than the interest transferred. (Note: the section actually titled "34-259b" governs charging orders against a member's interest, not transfers.)
The Operating Agreement addresses member dissociation in compliance with Connecticut General Statutes Section 34-263a, which specifies the events causing a member's dissociation, including express withdrawal, expulsion under this Agreement or by unanimous member consent, death or incapacity of an individual member, and dissolution of the company. Section 34-263b addresses the effects of dissociation on a member's rights and obligations. (Note: the section actually titled "34-259c" addresses only the narrower topic of a deceased member's legal representative.)
Dissolution of the LLC is governed by Connecticut General Statutes Section 34-267, which lists the events causing dissolution, including an operating-agreement trigger, consent of a majority in interest of members, 90 consecutive days with no members, or a court order for illegality, impracticability, or oppression. The procedure for winding up the company's activities and affairs after dissolution is set out separately in Section 34-267a.
A member of a member-managed LLC has the right, on reasonable notice, to inspect and copy company records material to the member's rights and duties, and the company must furnish material information without demand, as provided by Connecticut General Statutes Section 34-255i. The company may impose reasonable confidentiality restrictions on the use of information provided. (Note: "34-255j" does not exist in the Connecticut General Statutes; the correct citation for records and information rights is 34-255i.)
The $250 biennial Business Entity Tax formerly imposed under Connecticut General Statutes Section 12-284b was repealed for tax years beginning on or after January 1, 2020, and is no longer owed. The LLC's ongoing state-level obligations are the $80 annual report fee paid to the Secretary of the State (Connecticut General Statutes Section 34-243u) and, if the LLC has Connecticut-source pass-through income, the optional Pass-Through Entity Tax administered by the Department of Revenue Services.
The Operating Agreement may provide for indemnification of members and managers in accordance with Connecticut General Statutes Section 34-255g, which permits the LLC to indemnify a person for claims arising from the person's capacity as a member, manager, or officer, except claims arising from a breach of the distribution, management, or standards-of-conduct provisions, and requires indemnification of a person wholly successful in defending such a claim. (Note: the section actually titled "34-243s" governs delivery of records to the Secretary of the State, not indemnification.)
This Operating Agreement establishes the means and conditions for its own amendment, as permitted by Connecticut General Statutes Section 34-243d(a)(4). Absent a contrary provision, Connecticut General Statutes Section 34-255f requires the affirmative vote or consent of all members to amend the operating agreement or the certificate of organization.
The Operating Agreement may include provisions for resolving disputes among members, managers, and the LLC through mediation or arbitration. Under Connecticut General Statutes Section 52-408, an agreement to arbitrate is valid, irrevocable, and enforceable only if it is in writing; an oral agreement to arbitrate is not enforceable under Connecticut law even if made in a court proceeding.
Frequently Asked Questions
It's the internal document where a Connecticut LLC's sole owner sets the rules for running the business and handling profits. Connecticut doesn't require it to be written, but it's the clearest proof the LLC is a real business rather than a personal wallet, and it lets you set your own profit split instead of the state's default rule.
Not by legal requirement. Connecticut allows oral or implied operating agreements, including for a sole member (Conn. Gen. Stat. Section 34-243a). But without a written one, the state's default rules apply automatically, including a contribution-based profit split rather than one you choose yourself.
Connecticut's default rules fill the gap. Distributions made before dissolution are allocated in proportion to each member's unreturned contributions, not split evenly, which matters most once you bring on a second member and haven't defined your own split (Conn. Gen. Stat. Section 34-255c).
It supports that protection. Connecticut's charging order statute makes a charging order a creditor's exclusive remedy against your LLC interest, and unlike many states, the statute expressly says this applies whether the LLC has one member or more (Conn. Gen. Stat. Section 34-259b). Keeping finances separate still matters.
Connecticut LLCs must file an annual report with the Secretary of the State every year, due after January 1 and before April 1, with an $80 filing fee. The $250 biennial Business Entity Tax that used to apply was repealed for tax years starting in 2020 and is no longer owed.
No. You file a Certificate of Organization ($120 fee) with the Connecticut Secretary of the State to form the LLC, and must name a registered agent, but the operating agreement itself is an internal document. You keep it with your own records; it's never submitted to the state.
Yes, more broadly than in many states. If not manifestly unreasonable, the agreement may alter or even eliminate aspects of the duty of loyalty and may alter the duty of care, though it can never authorize bad faith, willful misconduct, or a knowing violation of law (Conn. Gen. Stat. Section 34-243d).