Connecticut LLC Operating Agreement Template [PDF]

The Connecticut limited liability company (LLC) operating agreement is a legal document that the members use to define how the company will be operated and regulate their relationships within the company.

The LLC operating agreement, or business operating agreement, also defines what the initial contribution of each member to the company is and what their profit share is based on that contribution.

Is an Operating Agreement Required in Connecticut?

No, the operating agreement is not a required document in Connecticut. However, it is always recommended to make one after establishing an LLC, since it will provide additional security for the members of the company and prevent any potential disputes between them.

4 Main Types of Operating Agreements

Here, you can find the four main types of operating agreements used in Connecticut:

Types of Operating Agreements

Single-member LLC operating agreement: This type of operating agreement is used when there is only one member establishing an LLC.
Multi-member LLC operating agreement: Used to define the operation of an LLC formed by two or more members.
Member-managed LLC operating agreement: Used in situations where managers want to actively participate in the decision-making process.
Manager-managed LLC operating agreement: If the members decide to delegate their decision-making powers to the professional manager, they can use the manager-managed LLC operating agreement.

Laws and Legal Requirements for LLC Operating Agreements in Connecticut

In Connecticut, Chapter 613a, called the Uniform Limited Liability Company Act, regulates the status of an LLC.

Under that act, there are several sections that regulate the operating agreement:

Laws and Legal Requirements

§ 34-243d: Regulates the scope, function, and limitations of the operating agreement.
§ 34-243e: Regulates the formation of an agreement that becomes an operating agreement.
§ 34-243f: Regulates effect on third parties and relationship to records effective on behalf of limited liability company.

How to Form a Limited Liability Company (LLC) in Connecticut

Below, you can find the easiest way to form a limited liability company in Connecticut.

How to Form a LLC in Connecticut

#1. Find a Business Name For Your LLC

The first step in the process of establishing your LLC in Connecticut is to find a business name.

It is important that your business name is not similar to any other business name registered, since the Secretary of State will deny the application for LLC registration if the LLC doesn’t have a unique business name.

Therefore, you can go to Business Record Search and check if your business name is distinguishable from other registered business names in Connecticut.

#2. Choose the Type of LLC

The State of Connecticut makes a difference between two types of LLCs based on where they are established:

Domestic LLCs are companies that are formed in the state of Connecticut.
Foreign LLCs are companies that are formed outside the state of Connecticut.

#3. Nominate an Agent

Connecticut state law requires all companies to appoint a registered agent. It is a natural or legal person who will accept legal documents and notices on behalf of the LLC.

Therefore, you can appoint yourself as a registered agent, or you can register your friend, lawyer, or a professional agency that provides such a service.

Additionally, the registered agent should have a registered address in Connecticut and be able to receive mail during normal business hours.

#4. File the Application

For domestic LLCs, you should file Articles of Organization. This can be done either online or by filing a form via mail or in person.

For foreign LLCs, you should file the Application for Registration. Here, the parties only have the option of submitting a form via mail or in person.

The address for submitting an application via mail is:

COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, P.O. BOX 150470, HARTFORD, CT 06115-0470

The address for submitting an application in person is:

COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, 30 TRINITY STREET, HARTFORD, CT 06106

#5. Pay the Required Fee

When submitting your application, you must pay the filing fee of $120. If you file your application via mail, you should attach a check payable to the Connecticut Secretary of State.

#6. Create your LLC Operating Agreement

After registering your LLC, you should draft the operating agreement and determine how the company will be operated and how the members will participate in the decision-making process. Although making an operating agreement is not mandatory, it is highly recommended, as it provides security to all the stakeholders within the company.

#7. Apply For an Employer Identification Number (EIN)

Finally, you should apply for an employer identification number. This is crucial for your business since the company won’t be able to make any financial transactions without it. You can apply for the EIN online or by completing the SS-4 form.