The Connecticut LLC operating agreement is a legal document that will allow the managing member(s) to adopt an agreement that will assist in the control pertaining to how a company would operate, according to the agreement of its members. With this document, all of the members must be in agreement regarding all of the business decisions. Although Connecticut does not require this document for a company or business to operate, it’s highly recommended that the business does complete and file the document as a matter of protection to its members. If the member(s) decide not to complete the document, in the event of business failure and/or bankruptcy, the members will be held personally responsible for the debt of the business.
Completion of the document will provide a separation that will protect all members’ personal assets, while without it, should any problems arise, any litigation would be decided by default laws. Having this document in place will also provide tax and banking benefits that would not otherwise be available without completion of the document.
Table of Contents
Multi-Member – To be used by any company that will have more than one (1) member, managing the business and sharing ownership.
Single-Member – To be used by an entity that shall be run by a sole proprietor. This document will offer all of the benefits that are afforded to larger companies to the owner.
When filing an LLC in the State of Connecticut it is extremely important to verify the availability of your proposed business name before attempting to file. The Secretary of State will not accept applications with names similar to any other business currently in their records. Conducting a will allow you to ensure that your desired name is indeed available for use in the State.
Step 1 – Download the Application
The Connecticut Secretary of State has provided Adobe PDF applications which you can download and complete on your computer or print and fill in by hand using black ink. Download the application by selecting the appropriate link below.
- Domestic – Formed within the State of Connecticut
- Foreign – Formed outside the State of Connecticut
Step 2 – Attach the Filing Fee
After completing your application, you will need to attach to it a check made payable to the ‘Secretary of State’ in the amount of $120. Your filings can be mailed to the first address below or hand delivered to the second.
COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, P.O. BOX 150470, HARTFORD, CT 06115-0470
COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, 30 TRINITY STREET, HARTFORD, CT 06106
Step 3 – Operating Agreement
It is highly advisable that you draft an LLC operating agreement after successfully filing in Connecticut. The legal document states the way in which the LLC’s internal affairs are to be managed and it defines the duties, rights, and position of the ownership. Filing the form isn’t mandatory though it is still recommended nonetheless.
Step 4 – Employer Identification Number (EIN)
Obtaining an Employer Identification Number (EIN) is necessary for any business that plans on performing financial transactions under the company name. An EIN allows the LLC to legally pay employees, apply for company credit cards, and register for bank accounts. Once your filings with the Secretary of State have been approved, we recommend applying for an EIN right away by either filing in the or by completing Form SS-4.
Step 1 – Download the document and enter the name of the company in the first line, at the top of the form.
Step 2 – Agreement –
- Enter the date in which the agreement is being entered, in dd/mm/yy format
- Select the applicable box
- Complete the information behind the selected box
- Single-Member – Submit the name of the business, enter the state and the address of the business
- Multiple-Member – Enter the full names of all members
Step 3 – Name and Principal Place of Business – Submit the following information and review titled sections as follows:
- Enter the name of the company
- Submit the business address
- The name of the city of in which the business shall reside
- Provide the date in which the company was formed, in dd/mm/yy format
Step 4 – Member Capital Contributions –
- Check the appropriate box
- Single-Member – Read the section behind the checked box
- Multi-Member – Enter the full names of all contributing members
- Provide each member’s contribution in dollar amount
- Review the remainder of the section
- Read “Distributions”
Step 5 – Capital Accounts – Check the box that shall apply to the type of company.
- Single-Member – Review the paragraph beyond the checked box
- Multi-Member – Read the section
- Enter the names of all members
- Follow by entering each member’s Percentage of Interest
- All members must proceed by carefully reviewing the remainder of the section
Step 6 – Books, Records and Tax Returns – Bank Accounts –
- Check the box that is applicable.
- Each member must review the information beyond the appropriately checked box
- Single-Members – Enter the name of the sole proprietor
- Multi-Members – Enter the following:
- The monetary limits on various encumbrances
- The maximum allowable with regard to lending of company funds, assets, etc.
- The maximum allowable to settle cases, discharge claims, pay demands, etc.
- The limits on what can be paid on debt
Step 7 – All members, single or multiple, must carefully read through all of the following information in the titled sections while checking the appropriate boxes when requested and entering any required information:
- Meetings of (Multi-) Members – Enter a date annually when the members shall meet
- Assignment of Interests
- Ownership of Company Property (Single-Member)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation
- Representation of Members
- Certificates Evidencing Membership – Submit the name of the company and the effective date, in dd/mm/yy format
Step 8 – Signatures –
- Submit the date of execution of the signatures
- Enter the name of the company
- Enter a managing member’s signature in witness
- Submit signatures of members
Once the document is complete, all members must be provided a copy. This document will serve, also, as evidence of ownership.