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Connecticut LLC Operating Agreement

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LLC Sample Operating Agreement

CT-00LLC-1

This agreement is a sample operating agreement and should be modified to meet your needs. It provides for the LLC to be operated by one or more managers OR by the members. You will have to decide how you want your LLC to operate.

Read carefully and make appropriate changes to suit your individual needs and purposes.

OPERATING AGREEMENT OF

A CONNECTICUT LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT ("Agreement") is entered into the day of , , by and between the following persons:

1.

2.

3.

4.

hereinafter, ("Members" or “Parties”).

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant, contract and agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1. Formation of LLC. The Parties have formed a Connecticut limited liability company named ("LLC"). The operation of the LLC shall be governed by the terms of this Agreement and the provisions of the Connecticut Uniform Limited Liability Company Act (Connecticut General Statutes, Title 34, Chapter 613a), hereinafter referred to as the "Act". To the extent permitted by the Act, the terms and provisions of this Agreement shall control if there is a conflict between such Law and this Agreement. The Parties intend that the LLC shall be taxed as a partnership. Any provisions of this Agreement, if any, that may cause the LLC not to be taxed as a partnership shall be inoperative.

2. Articles or Organization. The Members acting through one of its Members, , filed Articles of Organization, ("Articles") in the records of the Connecticut Secretary of State on , thereby creating the LLC.

3. Business. The business of the LLC shall be:

a)

and

b) To conduct or promote any lawful businesses or purposes within Connecticut or any other jurisdiction which a limited liability company is legally allowed to conduct or promote.

4. Registered Office and Registered Agent. The registered office and place of business of the LLC shall be and the registered agent at such office shall be . The Members may change the registered office and/or registered agent from time to time.

5. Duration. The LLC will commence business as of the date of filing and will continue in perpetuity.

6. Fiscal Year. The LLC's fiscal and tax year shall end December 31.

ARTICLE II

MEMBERS

7. Initial Members. The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are:

Initial Members

Percentage Interest in LLC

Capital Contribution

8. Additional Members. New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III

MANAGEMENT

9. Management. The Members have elected to manage the LLC as follows (check as appropriate):

The management of the LLC shall be vested in the Members without an appointed manager.

The Members hereby delegate the management of the LLC to Manager(s), subject to the limitations set out in this agreement.

g) There shall be initial Managers.

h) The initial Manager(s) is/are:

10. Officers and Relating Provisions. In the event the Members elect to manage the LLC, rather than appointing a manager, the Members shall appoint officers for the LLC and the following provisions shall apply.

11. Member Only Powers. Notwithstanding any other provision of this Agreement, only a majority of the Members may: .

ARTICLE IV

CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS

12. Interest of Members. Each Member shall own a percentage interest in the LLC.

13. Contributions. The initial contributions and initial percentage interest of the Members are as set out in this Agreement.

14. Additional Contributions. Only a majority of the Members of the LLC may call on the Members to make additional cash contributions as may be necessary to carry on the LLC's business.

15. Record of Contributions/Percentage Interests. This Agreement, any amendment(s) to this Agreement, and all Resolutions of the Members of the LLC shall constitute the record of the Members of the LLC and of their respective interest therein.

16. Profits and Losses. The profits and losses and all other tax attributes of the LLC shall be allocated among the Members on the basis of the Members' percentage interests in the LLC.

17. Distributions. Distributions of cash or other assets of the LLC shall be made in the total amounts and at the times as determined by a majority of the Members.

18. Change in Interests. If during any year there is a change in a Member's percentage interest, the Member's share of profits and losses and distributions in that year shall be determined under a method which takes into account the varying interests during the year.

ARTICLE V

VOTING; CONSENT TO ACTION

19. Voting by Members. Members shall be entitled to vote on all matters which provide for a vote of the Members in accordance with each Member’s percentage interest.

20. Majority Required. Except as otherwise provided and delegated to the Officers or Managers, a majority of the Members, based upon their percentage ownership, is required for any action.

21. Meetings - Written Consent. Action of the Members or Officers may be accomplished with or without a meeting.

22. Meetings. Meetings of the Members may be called by any Member owning 10% or more of the LLC, or by any Manager of the LLC, or by any officer.

23. Majority Defined. "Majority" shall mean a majority of the ownership interest of the LLC as determined by the records of the LLC on the date of the action.

ARTICLE VI

DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION

24. Duties of Members: Limitation of Liability. The Members, Managers and officers shall perform their duties in good faith.

25. Members Have No Exclusive Duty to LLC. The Members shall not be required to participate in the LLC as their sole and exclusive business.

26. Protection of Members and Officers.

(a) As used herein, the term “Protected Party” refers to the Members and officers of the Company.

(b) To the extent that, at law or in equity, a Protected Party has duties and liabilities relating thereto to the LLC or to any other Protected Party, a Protected Party acting under this Agreement shall not be liable for good faith reliance on:

(i) the provisions of this Agreement;

(ii) the records of the LLC; and/or

(iii) such information, opinions, reports or statements presented to the LLC by any person selected with reasonable care by or on behalf of the LLC.

(c) The provisions of this Agreement, to the extent they restrict duties and liabilities otherwise existing at law or in equity, replace such other duties and liabilities.

27. Indemnification and Insurance.

(a) Right to Indemnification.

(i) Any person who is or was a member or officer of the LLC and who is or may be a party to any civil action because of participation in or with the LLC may be indemnified and held harmless by the LLC.

(ii) Any person who is or was a member or officer of the LLC and who is or may be a party to any criminal action because of participation in or with the LLC may be indemnified and held harmless by the LLC.

(b) Advancement of Expenses. Expenses (including attorney’s fees) incurred by an indemnified person shall be paid in advance of the proceedings conclusion.

(c) Non-Exclusivity of Rights. The right to indemnification and payment of fees and expenses shall not be exclusive of any right which any person may have or hereafter acquire under any statute, provision of this Agreement, contract, agreement, vote of Members or otherwise.

(d) Insurance. The Members may cause the LLC to purchase and maintain insurance for the LLC, its Members and officers, and/or on behalf of any third party or parties.

(e) Effect of Amendment. No amendment, repeal or modification of this Article shall adversely affect any rights hereunder with respect to any prior action or omission.

ARTICLE VII

MEMBERS INTEREST TERMINATED

28. Termination of Membership. A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events:

(a) Withdrawal with thirty (30) days prior notice.

(b) Assignment of all interest to a qualified third party.

(c) Death of a Member.

(d) Court adjudication of incompetence.

(e) Distribution by fiduciary of estate's entire interest.

(f) Bankruptcy or related insolvency event.

(g) Reorganization / liquidation action not dismissed within 120 days.

(h) Trustee/receiver/liquidator appointment not vacated within 90 days.

(i) Other applicable code provisions.

29. Effect of Dissociation. A dissociated Member shall not be entitled to receive the fair value of his LLC interest solely by virtue of dissociation.

ARTICLE VIII

RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST; SET PRICE FOR LLC INTEREST

30. LLC Interest. The LLC interest is personal property.

31. Encumbrance. A Member can encumber his LLC interest only with the consent of a majority of the other Members.

32. Sale of Interest. A Member can sell his LLC interest only as follows:

(a) Offer to the LLC first. Purchase price threshold: . Installments:

(b) Offer to the other Members on a pro rata basis if the LLC does not buy the interest.

(c) The selling Member may assign to a non-member if not purchased.

(d) Closing deadline and resale conditions apply.

33. Set Price. The Set Price for purposes of this Agreement shall be the price fixed by consent of a majority of the Members.

ARTICLE IX

OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER

34. Dissociation. Upon the occurrence of a dissociation event, the LLC and the remaining Members shall have the option to purchase the dissociated Member's interest at the Set Price.

ARTICLE X

DISSOLUTION

35. Termination of LLC. The LLC will be dissolved only upon the written consent of a majority of the Members.

36. Final Distributions. Upon winding up, assets shall be distributed to creditors, then to Members in satisfaction of liabilities, and then to Members in proportion to their interests.

ARTICLE XI

TAX MATTERS

37. Capital Accounts. Capital accounts shall be maintained consistent with Internal Revenue Code § 704 and the regulations thereunder.

38. Partnership Election. The Members elect that the LLC be taxed as a partnership and not as an association taxable as a corporation.

ARTICLE XII

RECORDS AND INFORMATION

39. Records and Inspection. The LLC shall maintain at its place of business the Articles of Organization, any amendments thereto, this Agreement, and all other LLC records required to be kept by the Act.

40. Obtaining Additional Information. Each Member may obtain from the LLC information regarding the business and financial condition of the LLC and tax returns upon reasonable demand.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

41. Amendment. Except as otherwise provided, any amendment may be proposed by a Member and approved in writing by a majority of the Members.

42. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Connecticut.

43. Pronouns, Etc. References to a Member or Manager shall be deemed to include masculine, feminine, singular, plural, individuals, partnerships or corporations where applicable.

44. Counterparts. This instrument may be executed in any number of counterparts each of which shall be considered an original.

45. Specific Performance. Nonbreaching Members shall be entitled to injunctive relief to prevent breaches of this Agreement.

46. Further Action. Each Member agrees to perform all further acts and execute necessary documents.

47. Method of Notices. All written notices shall be hand delivered or sent by registered or certified mail.

48. Facsimiles. Copies, facsimiles, telecommunication or other reproductions may be used in lieu of originals.

49. Computation of Time. The day of the act, event or default shall not be included in computing any period of time.

WHEREFORE, the Parties have executed this Agreement on the dates stated below their signatures on the attached signature page for each individual Party.

NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF , A CONNECTICUT LIMITED LIABILITY COMPANY.

Members:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Member 5 / Additional Name:

Member 6 / Additional Name:

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What a Connecticut LLC Operating Agreement Is and Why It Matters

A Connecticut LLC Operating Agreement is a private, written contract among an LLC's members that sets out ownership percentages, capital contributions, management structure, voting procedures, allocations of profits and losses, and procedures for admission, withdrawal, or dissolution. Although Connecticut does not require the operating agreement to be filed with the Secretary of the State, the document governs internal rights and duties and helps avoid default statutory rules. A clear operating agreement reduces ambiguity among members, supports banking and financing needs, and provides a record for tax classification and dispute resolution.

Why a Formal Operating Agreement Helps Your Connecticut LLC

A written operating agreement clarifies member rights, preserves limited liability protections, and customizes default state rules.

Why a Formal Operating Agreement Helps Your Connecticut LLC

Who Typically Prepares and Relies on This Agreement

Common users include founding members, managing members, in-house counsel, and small business attorneys who structure member relations.

  • Founders and members of single- or multi-member LLCs setting ownership and management terms.
  • Managers or appointed officers establishing day-to-day authority and decision-making protocols.
  • Attorneys and accountants reviewing tax classification and dispute resolution provisions.

Banks, investors, and title companies also request a signed operating agreement when opening accounts, funding loans, or reviewing ownership.

Step-by-Step: How to Complete the Connecticut Operating Agreement

Follow these sequential steps to prepare and finalize the agreement for execution and storage.

  • 01
    Draft: Prepare terms that reflect governance, capital, and allocations.
  • 02
    Review: Have all members and counsel review provisions for clarity.
  • 03
    Sign: Collect signatures (electronic or wet) from all members.
  • 04
    Store: Distribute signed copies and retain originals securely.

Core Sections Your Connecticut Agreement Should Include

A professional operating agreement organizes critical legal and operational rules so members know how the LLC will function and how disputes will be resolved.

Parties

Identify the LLC and each member by full legal name, address, and membership class. Include initial ownership percentages or units.

Management

Define whether the LLC is member-managed or manager-managed, describe manager powers, appointment and removal processes, and voting thresholds.

Capital Contributions

Detail initial and future contribution obligations, schedules, remedies for default, and valuation of noncash contributions.

Allocations

Specify allocations of profits, losses, and distributions, including timing, priority, and special allocations for tax purposes.

Transfers & Buyouts

Set restrictions on transfers, right of first refusal, buy-sell triggers, and valuation methods for member exits.

Dissolution

Establish dissolution events, winding-up procedures, creditor priority, and distribution order following Connecticut law.

Essential Information to Include

LLC Name: Exact legal name
Effective Date: MM/DD/YYYY format
Member Names: Full legal names
Capital Details: Amount and form
Management Type: Member or manager
Signatures: Dated signatures

Supporting Documents and Formats to Keep with the Agreement

Maintain related records alongside the operating agreement to provide context and support for banking, tax, and legal review.

Certificate of Organization

A copy of the filed Connecticut Certificate of Organization (or other formation document) showing the official LLC name and formation date.

EIN Confirmation

IRS EIN issuance notice (SS-4) used for banking and tax reporting, matched to the LLC name on the agreement.

Member Resolutions

Signed written resolutions authorizing managers, opening bank accounts, or approving major transactions referenced in the agreement.

Capital Contribution Schedules

A dated schedule of contributions and receipts documenting cash, property, or services contributed by each member.

How to Configure an Online Execution Workflow

Set up a secure signing workflow so members can execute the agreement electronically and receive certified copies.

Field Configuration
Signature Blocks Assign signers and require dated signatures.
Authentication Use email or SMS code for signer verification.
Audit Trail Enable timestamped completion certificates.
Storage Save final PDF and metadata to secure cloud storage.

Digital Signing and eSubmission Best Practices

Choose a platform that supports ESIGN and UETA compliance, secure storage, and an auditable signature trail.

  • Authentication: Email, SMS, or stronger methods
  • Encryption: TLS in transit, AES-256 at rest
  • Audit Trail: IP, timestamps, and signer actions

eSignature Vendor Comparison for Executing Operating Agreements

A concise pricing and capability comparison to evaluate eSignature providers commonly used for executing legal agreements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/yr Varies Varies Varies

Timing Triggers and Typical Deadlines for Agreement Actions

Key moments when the operating agreement should be executed, reviewed, or amended to reflect business changes.

At Formation:

Execute when the LLC is created to establish governance from day one.

Upon New Member Admission:

Amend and sign before recognizing new capital or ownership.

Before Major Funding:

Confirm authority and pledge clauses prior to accepting loans or investor capital.

Annual Review:

Review terms annually or when significant business events occur.

Amendment Effective Date:

State an effective date for amendments to avoid retroactive disputes.

Common Preparation Errors to Avoid

  • Using vague contribution language that leaves valuation and timing unspecified, causing later disputes and tax ambiguity.
  • Failing to define management authority clearly, which can lead to unauthorized actions and third-party exposure.
  • Not matching the LLC name to the recorded Certificate of Organization, resulting in bank or title rejections.
  • Assuming oral agreements override the written document; unwritten side agreements often lack enforceability and cause litigation.

Legal and Financial Risks from an Incomplete Agreement

Default Statutory Rules: State law governs
Tax Reclassification: IRS consequences possible
Member Disputes: Litigation risk
Banking Delays: Account opening impact
Loss of Protection: Piercing liability risk
Document Rejection: Noncompliant forms refused

Practical Tips for Accurate and Efficient Completion

Apply these recommendations to reduce errors and streamline execution and future access to the agreement.

Use Clear, Specific Language
Draft precise terms for capital contributions, voting thresholds, and transfer restrictions. Avoid ambiguous phrases like 'substantial contribution' without definition; specific definitions reduce litigation and administrative disputes.
Align Names and Records
Match the LLC name and member names to the Certificate of Organization and IRS EIN documents. Inconsistent names delay banking and title work and may trigger re-submission requirements.
Centralize Signed Copies
Store executed PDFs and native files in a secure document repository with version control and audit logs; ensure at least two members have certified copies for business continuity.
Plan for Amendments
Include a clear amendment procedure with required approvals and notice periods. Set effective dates for amendments and require written consent from defined parties to prevent unilateral changes.

Where to Send and Store the Executed Agreement

After execution, distribute copies to stakeholders and store originals securely for compliance and auditing.

  • Internal Records: Maintain the signed original in the company minute book or secured repository.
  • Banks & Lenders: Provide a certified copy for account or loan documentation requirements.
  • Legal Counsel: Share executed copies with counsel for retention and future amendments.
  • Cloud Storage: Store encrypted PDFs with access controls and audit logs.

Real-World Examples of Electronic Execution

Two examples showing how online signing has been used to execute and manage company documents.

Martin Properties

Tim Martin found online processing streamlined closeouts and recordkeeping for property companies.

  • He emphasized mobile access for remote signers.
  • He noted that executing operating agreements and related documents online maintained compliance and sped turnaround while preserving audit trails for lenders and partners.

Optica Ventures

Brian Fitzgibbons reported simple interface benefits for internal teams and external partners.

  • He highlighted ease of use for investors.
  • The result was faster agreement circulation, fewer signature errors, and a consistent, searchable record that supported fundraising and bank account setups.

Who Signs and Who Oversees the Agreement

Member — Owner

Members sign to accept ownership terms, capital obligations, and profit allocations. A signing member should ensure their name and contribution details are accurate and retain a certified copy for tax and governance purposes.

Manager — Designated

Managers execute operational actions under the authority granted by the agreement. The manager should keep records of major decisions and ensure that actions comply with the voting and approval thresholds defined by the members.

Frequently Asked Questions About Connecticut Operating Agreements

Answers to common questions about execution, validity, amendment, and storage of Connecticut LLC Operating Agreements.


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