-
Connecticut LLC Operating Agreement: A Simple Guide for Your Business
The process of beginning an LLC in Connecticut is not as simple as completing paperwork. Connecticut business operating agreement is absolutely required to operate your company efficiently. It establishes the ownership, management, and profit sharing and assists you to obey the Connecticut Uniform Limited Liability Company Act (CULLCA), Conn. Gen. Stat. ch. 613a.
What Is an LLC Operating Agreement?
A Connecticut LLC Operating Agreement is a plan for how your business works. It tells what each member does, how decisions are made, and how money is handled.
You can make this agreement before or after starting your LLC. It can be written, electronic, or even verbal. Once made, all members must follow it.
You don’t file it with the state. You simply keep it in your company records as an internal rulebook.
Why You Need an Operating Agreement
Having an operating agreement protects your business and your personal assets. Without one, state laws decide how your LLC runs, and that may not fit your needs.
Here’s what it helps you do:
Show who owns the business.
Share profits and get skimming even.
Set voting and decision rules.
Add or delete the members easily.
Personal and business issues should be kept apart.
Avoid fights between members.
Certain agreements will keep your business on track and minimise stress.
Main Parts of a Connecticut LLC Operating Agreement
Each business is unique, but the majority of agreements have the following parts:
Company Details: Name, address and date of birth.
Purpose: What your business is all about.
Members: Who owns what and how much he/she invested.
Management: Manager-managed or member-managed.
Voting Rules: The voting rules of business decisions.
Profits and Losses: The ways money is distributed.
Transfers: How ownership can change hands.
Dissolution: How to close the business if needed.
This setup keeps your business clear and organised.
What Happens If You Don’t Have an Agreement?
If your LLC doesn’t have an agreement, Connecticut Uniform Limited Liability Company Act (CULLCA) applies. Here’s what happens:
Your LLC is member-managed by default.
For daily matters, a majority vote decides.
For big changes, you need two-thirds or all members’ consent.
Admission needs the consensus of all members.
Designing your own is a way of establishing rules that will suit your firm.
Rules You Cannot Change Under the State Law
Connecticut gives you freedom to design your agreement, but some laws cannot be removed. You cannot:
Remove honesty or fair dealing.
Excuse illegal or bad-faith acts.
Stop members from viewing records.
Remove basic duties of care and loyalty.
Change how dissolution works.
These rules keep your business fair and safe for all members.
Member and Manager Duties
In a member-managed LLC, members make decisions and owe loyalty to the company.
In a manager-managed LLC, managers handle daily tasks and owe the same duties.
Your agreement can:
Explain how to deal with conflicts.
Set what counts as fair care.
Define actions that do not break loyalty.
Add rules for safe money distribution.
This makes your business flexible and secure.
Using a Connecticut LLC Operating Agreement Form
You can start with a free LLC agreement form available on our website and adjust it for your needs. It usually includes:
Member details and shares.
Profit and voting rules.
Steps for dispute resolution and transfers.
After completing it, have all members sign. Keep it in your company records. You don’t file it with the Secretary of State—only the Certificate of Organisation is filed.
When to Update Your Operating Agreement
Your business may change over time. Update your agreement when:
New members join or old ones leave.
You change management or voting rules.
Ownership or profit shares change.
You expand, merge, or plan to close the company.
Continuous updates make your structure correct.
Frequently Asked Questions
Is there an operating agreement in Connecticut?
No. It’s optional but very useful for clarity and protection.
Can a single-member LLC have an operating agreement?
Yes. It protects your personal assets and builds trust.
Do I file it with the state?
No. Keep it in your company files.
Can I change member duties?
Yes, but only within legal and fair limits.
Can I make the agreement before forming my LLC?
Yes. It becomes active once your LLC starts.
Create Your Connecticut LLC Operating Agreement Today
This LLC Operating Agreement helps your business run smoothly. It defines who does what, how money moves, and how decisions are made. Download a free form to create yours today and protect your business with confidence and clarity.