Connecticut · Operating agreement
Connecticut LLC operating agreement
What Connecticut's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Connecticut operating agreementWhat Connecticut’s LLC act says
Connecticut defines the operating agreement in section 34-243a as the agreement of all the members of the company, including a sole member, on the matters section 34-243d lists. 4
Connecticut counts an operating agreement whether it is oral, implied, in a record, or any mix of these. 4
What Connecticut’s act does not let an agreement change:
- It cannot remove the duty of loyalty or the duty of care. 1
- It cannot remove the implied duty of good faith and fair dealing. 1
- It cannot excuse bad faith or knowing violation of law. 1
One-member company. Connecticut lets one person who plans to be the first member assent to terms that become the operating agreement when the company forms. 5
Not confirmed for Connecticut from an official source: whether a Connecticut agreement is filed with the state.
What happens with no agreement
A Connecticut LLC is member-managed unless its operating agreement says it is manager-managed or uses words of similar import. 2
Connecticut splits distributions before dissolution in proportion to the contributions the company received and has not returned, unless the operating agreement says otherwise. 3
What the template covers in Connecticut
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Connecticut’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Connecticut LLC
You form a Connecticut LLC by filing with Connecticut’s Secretary of the State.
The Connecticut annual report is due March 31 every year. 6
Search the Connecticut business records at the Secretary of the State before you file: Connecticut entity search.
The operating agreement for a Connecticut LLC is separate from the Connecticut formation filing.
Common questions
Is an operating agreement required for an LLC in Connecticut?
Connecticut's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules govern it. 1
Is there a Connecticut LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Connecticut LLC have an operating agreement?
Connecticut lets one person who plans to be the first member assent to terms that become the operating agreement when the company forms. 5
Does a Connecticut operating agreement need to be notarized?
None of the Connecticut rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Connecticut operating agreement, and is it filed?
We could not confirm from an official Connecticut source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Connecticut’s Secretary of the State. 7
Also in Connecticut
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Connecticut LLC act, section 34-243d cga.ct.gov, checked Nov 13, 2026
To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, the provisions of sections 34-243 to 34-283d
- Connecticut LLC act, section 34-255f cga.ct.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement
- Connecticut LLC act, section 34-255c cga.ct.gov, checked Nov 13, 2026
in that proportion which reflects contributions received by the limited liability company and not returned
- Connecticut LLC act, section 34-243a cga.ct.gov, checked Nov 13, 2026
concerning the matters described in subsection (a) of section 34-243d
- Connecticut LLC act, section 34-243e cga.ct.gov, checked Nov 13, 2026
One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement
- Connecticut annual report service.ct.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings business.ct.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Connecticut’s rules. It is not legal or tax advice.
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