Limited Liability Company – General – Connecticut
Related Connecticut Legal Forms
A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This summary addresses ONLY with the voluntary dissolution of a Connecticut LLC.
A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement.
(2) Unless otherwise provided in writing in the articles of organization or operating agreement, upon the affirmative vote, approval or consent of at least a majority in interest of the members.
(3) Entry of a decree of judicial dissolution.
Except as otherwise provided in writing in the operating agreement, the business and affairs of the LLC may be wound up:
(1) By the members or managers who have authority to manage the LLC prior to dissolution.
(2) On application of any member or legal representative or assignee thereof, by the superior court for the judicial district where the principal office of the LLC is located, if one or more of the members or managers of the LLC have engaged in wrongful conduct.
The persons winding up the business and affairs of the LLC may, in the name of, and for and on behalf of, the LLC:
(1) Prosecute and defend suits.
(2) Settle and close the business of the LLC.
(3) Dispose of and transfer the property of the LLC.
(4) Discharge the liabilities of the LLC.
(5) Distribute to the members any remaining assets of the LLC.
After dissolution of the LLC, each of the members having authority to wind up the LLC’s business and affairs can bind the LLC:
(1) By any act appropriate for winding up the LLC’s business and affairs or completing transactions unfinished at dissolution.
(2) By any transaction that would have bound the LLC if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
The filing of articles of dissolution is presumed to constitute notice of dissolution.
Upon the winding up of a LLC, the assets must be distributed as follows:
(1) Payment, or adequate provision for payment, must be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the LLC.
(2) Unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions under sections 34-158 and 34- 159.
(3) Unless otherwise provided in writing in an operating agreement, to members and former members, first, for the return of their contributions and second, respecting their membership interests, in proportions in which the members share in distributions under section 34-158. After the dissolution of a LLC, the LLC must file articles of dissolution in the office of the Secretary of the State.
A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:
(1) Describe the information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than one hundred twenty days from the later of the effective date of the written notice or the filing of articles of dissolution, by which the dissolved LLC must receive the claim.
(4) State that the claim will be barred if not received by the deadline.
A claim against the dissolved LLC is barred if:
(1) A claimant who was given written notice pursuant to statute does not deliver the claim to the dissolved LLC by the deadline.
(2) A claimant whose claim was rejected by the dissolved LLC does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. A “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
A dissolved LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:
(1) Be published once in a newspaper of general circulation in the county where the dissolved LLC’s principal office is or was located.
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
(3) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
If the dissolved LLC publishes a newspaper notice in accordance with the statutory provisions, and files articles of dissolution as required by statute, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:
1) A claimant who did not receive the statutorily prescribed written notice.
(2) A claimant whose claim was timely sent to the dissolved LLC but not acted upon.
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
Any claim not barred by statute may be enforced by a claimant, legal representative or assignee against:
(1) The dissolved LLC to the extent of its undistributed assets.
(2) If the assets of a dissolved LLC have been distributed in liquidation, against one or more members of the dissolved LLC to the extent of their pro rata shares of the claim or the assets of the LLC distributed to them in liquidation, whichever is less. No member’s total liability for all claims can exceed the total amount of assets distributed to that member.
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