Articles of Organization

To form an LLC in the Connecticut, the articles of organization must be filed with the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • The principal office address of the limited liability company
  • Appointment of a registered agent for service of process and acceptance of that appointment
  • A statement as to whether the LLC is member or manager-managed and the name, title, business and residence address of one member or manager
  • The nature of the business to be transacted or the purposes to be promoted or carried out. It is sufficient to state that the purpose of the LLC is to engage in any lawful act or activity
  • Any other matters, not inconsistent with law, that the members elect to be set forth  in an operating agreement of a LLC

Filing

Your LLC is considered organized once an original signed copy of the articles of organization are delivered to the Connecticut Secretary of State, and the articles are deemed to be compliance with state requirements. The articles must be executed by:

  • An organizer, if the LLC has not yet been formed
  • A manager if the LLC is manager-managed
  • A member, if member-managed
  • A fiduciary, if the LLC is in the hands of a receiver, trustee, or other court appointed trustee
  • An attorney-in-fact. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs

One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Organizers

Any natural person or entity may form a LLC. They need not be members of the LLC.

  • Minimum Number of Organizers: One or more natural persons or entities
  • Eligibility: An organizer may be an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity

The organizer or organizers shall prepare a writing to be held with the records of the limited liability company, setting forth:

  • The name and residence address of each person who has become an initial member of the LLC
  • If the LLC is manager-managed, the name and residence address of each initial manager
  • A record of the members and any managers

The organizers shall file a writing that lists the name and respective business and residence addresses of a manager or a member of the LLC, unless good cause (a showing that public disclosure of a residence may pose a personal security risk to such manager or member) is shown to provide a business address.

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not so provide in writing, upon the written consent of at least a majority in interest of the members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • Unless the operating agreement prohibits the voluntary right of resignation, the member may do so at any time by giving thirty days’ written notice to the other members, or such other notice as provided for in writing in the operating agreement
  • If the withdrawal is a breach of the operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the LLC may recover damages resulting from the breach, including the reasonable cost of obtaining replacement of the member’s services and may offset the damages against the amount otherwise distributable to such member, in addition to pursuing any other remedies provided for in the operating agreement or available under applicable law
  • Unless otherwise provided in the operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or the completion of that undertaking is a breach of the operating agreement

Contribution

The contributions of a member to the limited liability company may be property, services rendered or a promissory note or other obligation to contribute cash or to perform services.