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Form a Business

FORMATION, CERTIFICATE OF ORGANIZATION AND OTHER FILINGS

Conn. Gen. Stat. tit. 34, ch. 613a, pt. PART II
in effect

Conn. Gen. Stat. § 34-247 Formation of limited liability company. Certificate of organization.

34-247. Formation of limited liability company. Certificate of organization. (a) One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of the State for filing a certificate of organization. (b) A certificate of organization shall state: (1) The name of the limited liability company, which shall comply with section 34-243k; (2) the street address and mailing address of the company's principal office; (3) the name of a registered agent appointed in compliance with section 34-243n, along with the street address and mailing address in this state of the company's registered agent; (4) the name, business address and residence address of at least one manager or member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member, provided, for purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk; (5) the valid electronic mail address of the limited liability company; and (6) the limited liability company's North American Industry Classification System Code. (c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in subsection (c) of section 34-243d in a manner inconsistent with said section. (d) A limited liability company is formed on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e. (P.A. 16-97, S. 25; P.A. 17-108, S. 29; P.A. 24-111, S. 11.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (c) to delete provision re statement in certificate of organization not effective as statement of authority, effective July 1, 2017; P.A. 24-111 amended Subsec. (b) by replacing “electronic mail address, if any,” with “valid electronic mail address” in Subdiv. (5), by adding Subdiv. (6) re limited liability company's North American Industry Classification System Code and by making technical changes, effective January 1, 2025.

Conn. Gen. Stat. § 34-247a Amendment or restatement of certificate of organization.

34-247a. Amendment or restatement of certificate of organization. (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing an amendment stating: (1) The name of the company; and (2) the amendment. (c) To restate its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing a restatement, designated as such in its heading. (d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (1) Cause the certificate of organization to be amended; or (2) if appropriate, deliver to the Secretary of the State for filing a statement of change under section 34-243o or a statement of correction under section 34-247h. (P.A. 16-97, S. 26.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-247b Signing of records delivered to Secretary of the State for filing.

34-247b. Signing of records delivered to Secretary of the State for filing. (a) A record delivered to the Secretary of the State for filing pursuant to sections 34-243 to 34-283d, inclusive, shall be signed as follows: (1) Except as provided in subdivisions (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company. (2) A company's initial certificate of organization shall be signed by at least one person acting as an organizer. (3) A record delivered on behalf of a dissolved company that has no member shall be signed by the person winding up the company's activities and affairs under subsection (c) of section 34-267a or a person appointed under subsection (d) of section 34-267a to wind up the activities and affairs. (4) Any other record delivered on behalf of a person to the Secretary of the State for filing shall be signed by that person. (b) Any record filed under sections 34-243 to 34-283d, inclusive, may be signed by an agent. Whenever any provision of sections 34-243 to 34-283d, inclusive, requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record. (d) The Secretary of the State is not required to verify either a signature's authenticity or the authority of the person signing to so commit the limited liability company, and the acceptance of a document by the Secretary of the State shall not therefore serve to validate the veracity of the signature or the signatory. (P.A. 16-97, S. 27.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-247c Signing and filing of record pursuant to judicial order.

34-247c. Signing and filing of record pursuant to judicial order. (a) If a person required by sections 34-243 to 34-283d, inclusive, to sign a record or deliver a record to the Secretary of the State for filing under said sections does not do so, any other person that is aggrieved may petition the Superior Court to order the: (1) Person to sign the record; (2) person to deliver the record to the Secretary of the State for filing; or (3) Secretary of the State to file the record unsigned. (b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action. (c) A record filed under subdivision (3) of subsection (a) of this section is effective without being signed. (P.A. 16-97, S. 28.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-247d Liability for inaccurate information in filed record.

34-247d. Liability for inaccurate information in filed record. (a) If a record delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and filed by the Secretary of the State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (A) The record was delivered for filing on behalf of the company; and (B) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) Effected an amendment under section 34-247a; (ii) Filed a petition under section 34-247c; or (iii) Delivered to the Secretary of the State for filing a change of address of agent certificate or a change of agent certificate under section 34-243o or a statement of correction under section 34-247h. (b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and imposes that responsibility on one or more other members, the liability set forth in subdivision (2) of subsection (a) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. (c) An individual who signs a record authorized or required to be filed under sections 34-243 to 34-283d, inclusive, affirms under penalty of false statement that the information set forth in the record is accurate. (P.A. 16-97, S. 29; P.A. 17-108, S. 30.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a)(2)(B)(iii) by replacing “statement of change” with “change of address of agent certificate or a change of agent certificate”, effective July 1, 2017.

Conn. Gen. Stat. § 34-247e Filing requirements.

34-247e. Filing requirements. (a) To be filed by the Secretary of the State pursuant to sections 34-243 to 34-283d, inclusive, a record shall be received by the Secretary of the State, comply with the provisions of sections 34-243 to 34-283d, inclusive, and satisfy the following: (1) The filing of the record shall be required or permitted by sections 34-243 to 34-283d, inclusive. (2) The record shall be physically delivered in written form unless and to the extent the Secretary of the State permits electronic delivery of records. (3) The words in the record shall be in English and numbers shall be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. (4) The record shall be signed by a person authorized or required under sections 34-243 to 34-283d, inclusive, to sign the record. (5) The record shall state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment or verification. (b) When a record is delivered to the Secretary of the State for filing, any fee required under sections 34-243 to 34-283d, inclusive, and any fee, tax, interest or penalty required to be paid under sections 34-243 to 34-283d, inclusive, or law other than sections 34-243 to 34-283d, inclusive, shall be paid in a manner permitted by the Secretary of the State or by such law. (c) The Secretary of the State may require that a record delivered in written form be accompanied by an identical or conformed copy. (P.A. 16-97, S. 30.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-247f Effective date and time.

34-247f. Effective date and time. Except as provided in section 34-247g and subject to the provisions of subsection (c) of section 34-247h, a certificate of organization is effective and a foreign registration certificate is effective on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e. Each other record filed under sections 34-243 to 34-283d, inclusive, is effective on the later of: (1) On the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e; (2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subdivision (1) of this section; (3) At a specified delayed effective date and time, which may not be more than ninety days after the date of filing; or (4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety days after the date of filing. (P.A. 16-97, S. 31; P.A. 17-108, S. 31.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced “foreign registration statement” with “foreign registration certificate”, effective July 1, 2017.

Conn. Gen. Stat. § 34-247g Withdrawal of filed record prior to taking effect.

34-247g. Withdrawal of filed record prior to taking effect. (a) A record delivered to the Secretary of the State for filing may be withdrawn before it takes effect by delivering to the Secretary of the State for filing a certificate of withdrawal. (b) A certificate of withdrawal must: (1) Identify the record to be withdrawn; and (2) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record or as otherwise provided in the operating agreement of the limited liability company. (c) On filing by the Secretary of the State of a certificate of withdrawal, the action or transaction evidenced by the original record shall not take effect. (P.A. 16-97, S. 32; P.A. 17-108, S. 32.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsecs. (a) to (c) to replace references to “statement of withdrawal” with “certificate of withdrawal”, effective July 1, 2017.

Conn. Gen. Stat. § 34-247h Correcting filed record.

34-247h. Correcting filed record. (a) A person on whose behalf a record was delivered to the Secretary of the State for filing may correct the record after it is filed if: (1) The record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to the Secretary of the State was defective. (b) To correct a filed record, a person on whose behalf the record was delivered to the Secretary of the State shall deliver to the Secretary of the State for filing a statement of correction. (c) A statement of correction: (1) May not state a delayed effective date; (2) may not state an effective date before the original filing date or more than ninety days after the original filing date; (3) must be signed by the person correcting the filed record; (4) must identify the filed record to be corrected; (5) must specify the inaccuracy or defect to be corrected; and (6) must correct the inaccuracy or defect. (d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of subsection (d) of section 34-243b and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. (P.A. 16-97, S. 33.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-247i Duties of Secretary of the State re filing and delivery of record.

34-247i. Duties of Secretary of the State re filing and delivery of record. (a) The Secretary of the State shall file a record delivered to the Secretary of the State for filing which satisfies sections 34-243 to 34-283d, inclusive. The duty of the Secretary of the State under this section is ministerial. (b) When the Secretary of the State files a record, the Secretary of the State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of the State shall deliver to the person that submitted the record an acknowledgment of the date and time of filing. (c) If the Secretary of the State refuses to file a record, the Secretary of the State shall, not later than fifteen business days after the record is delivered: (1) Return the record or notify the person that submitted the record of the refusal; and (2) provide a brief explanation of the reason for the refusal. (d) If the Secretary of the State refuses to file a record, the person that submitted the record may petition the Superior Court to compel filing of the record. The record and the explanation of the Secretary of the State of the refusal to file must be attached to the petition. The Superior Court may decide the matter in a summary proceeding. (e) The filing of or refusal to file a record does not create a presumption that the information contained in the record is correct or incorrect. (f) Except as provided by section 34-243r or by law other than sections 34-243 to 34-283d, inclusive, the Secretary of the State may deliver any record to a person by delivering it: (1) In person to the person that submitted it; (2) to the principal office of the person; or (3) to another address, including an electronic mail address, the person provides to the Secretary of the State for delivery. (P.A. 16-97, S. 34.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-247j Certificate of legal existence.

34-247j. Certificate of legal existence. On request of any person, the Secretary of the State shall issue a certificate of legal existence for a domestic or registered foreign limited liability company. A certificate issued by the Secretary of the State under this section may be relied upon as conclusive evidence of the facts set forth in the certificate. (P.A. 16-97, S. 35; P.A. 17-108, S. 33.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 deleted former Subsecs. (b) and (c), deleted Subdiv. (a) designator, replaced “certificate of good standing for a limited liability company” with “certificate of legal existence for a domestic or registered foreign limited liability company”, deleted provision re issuance of certificate of registration for registered foreign limited liability company, and added provision re certificate may be relied upon as conclusive evidence of facts set forth in certificate, effective July 1, 2017.

Conn. Gen. Stat. § 34-247k Annual report.

34-247k. Annual report. (a) A limited liability company or a registered foreign limited liability company shall deliver to the Secretary of the State by electronic transmission an annual report that states: (1) The name of the company; (2) The street address and mailing address of its principal office; (3) The name, business address and residence address of at least one member or manager, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this subdivision, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk; (4) The name and address of the registered agent; (5) A valid electronic mail address where the Secretary of the State can communicate with the company or its filing agent; (6) In the case of a foreign limited liability company, any alternate name adopted under section 34-275e, its governing jurisdiction and if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and (7) The limited liability company's or registered foreign limited liability company's North American Industry Classification System Code. (b) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company. (c) The first annual report must be filed with the Secretary of the State after January first and before April first of the year following the calendar year in which the limited liability company was formed or the registered foreign limited liability company registered to do business in this state. Subsequent annual reports must be filed with the Secretary of the State after January first and before April first of each calendar year thereafter. (d) If an annual report does not contain the information required by this section, the Secretary of the State promptly shall notify the reporting limited liability company or registered foreign limited liability company and return the report for correction. (e) Upon the request of a limited liability company or a registered foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited liability company or the registered foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown. For purposes of this section, electronic transmission shall be limited to online filing utilizing the Internet or any newer mode of computer-aided, automated filing designated by the Secretary of the State for annual report filing. (f) If the manager or member named in a limited liability company's or a registered foreign limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title, business address and residence address of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report. (g) If any information required in the annual report, except for the limited liability company's name, changes after the limited liability company has filed its most current annual report and not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (a) of this section. The filing fee for an amended annual report is twenty-five dollars. (P.A. 16-97, S. 36; P.A. 17-108, S. 34; P.A. 19-40, S. 3; P.A. 24-111, S. 19.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a)(5) by replacing “subsection (a) of section 34-275e” with “section 34-275e” and by adding “if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office”, effective July 1, 2017; P.A. 19-40 amended Subsec. (a) by adding new Subdiv. (4) re name and address of registered agent, redesignating existing Subdivs. (4) and (5) as Subdivs. (5) and (6) and adding Subdiv. (7) re report containing additional information deemed pertinent by Secretary, and making technical changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (a) to require reporting of “valid electronic mail address” and delete provision re such reporting being required “if the company or its filing agent maintains an electronic mail address” in Subdiv. (5) and by deleting provision re reporting of additional information deemed pertinent by Secretary in Subdiv. (7) and by adding Subsec. (g) re requirements and fee for filing amended annual report, effective January 1, 2025.
Source: Connecticut General Assembly (cga.ct.gov)URL: https://www.cga.ct.gov/current/pub/chap_613a.htmFetched: 10/20/2026

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