DISSOLUTION AND WINDING UP

Conn. Gen. Stat. tit. 34, ch. 613a, pt. PART VII

in effect

Conn. Gen. Stat. § 34-267 Events causing dissolution.

34-267. Events causing dissolution. (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution; (2) The consent of a majority in interest of the members; (3) The passage of ninety consecutive days during which the company has no members unless before the end of the period: (A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent; (4) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, or if none in this state, where its registered agent is located, of an order dissolving the company on the grounds that: (A) The conduct of all or substantially all of the company's activities and affairs is unlawful; or (B) it is not reasonably practicable to carry on the company's activities and affairs; (5) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) Have acted, are acting or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (6) The preparation and filing of a certificate of dissolution by forfeiture by the Secretary of the State under subsection (b) or (c) of section 34-267g. (b) In a proceeding brought under subdivision (5) of subsection (a) of this section, the court may order a remedy other than dissolution. (P.A. 16-97, S. 56.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267a Winding up.

34-267a. Winding up. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as provided in section 34-267b, the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) Shall: (A) Promptly after the dissolution, deliver to the Secretary of the State for filing a certificate of dissolution stating the name of the company and that the company is dissolved; and (B) discharge the company's debts, obligations and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) Preserve the company activities, affairs and property as a going concern for a reasonable time; (B) prosecute and defend actions and proceedings, whether civil, criminal or administrative; (C) transfer the company's property; (D) settle disputes by mediation or arbitration; and (E) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under subsection (c) of section 34-255f and is deemed to be a manager for the purposes of subsection (a) of section 34-251a. (d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority in interest of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) Has the powers of a sole manager under subsection (c) of section 34-255f and is deemed to be a manager for the purposes of subsection (a) of section 34-251a; and (2) shall promptly deliver to the Secretary of the State for filing an amendment to the company's certificate of organization stating: (A) That the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The Superior Court for the judicial district where the principal office of the company is located may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) On application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) The company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or (3) in connection with a proceeding under subdivision (4) or (5) of subsection (a) of section 34-267. (P.A. 16-97, S. 57.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267b Reinstatement after dissolution.

34-267b. Reinstatement after dissolution. (a) A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order under subdivision (4) or (5) of subsection (a) of section 34-267. (b) Reinstatement of the dissolved limited liability company under this section requires: (1) The written consent of a majority in interest of the members. (2) If a certificate of dissolution applicable to the limited liability company has been filed, a certificate of reinstatement conforming, with such adaptations as are appropriate, to the content requirements of a limited liability company's certificate of organization shall be executed and filed with the Secretary of the State in accordance with the requirements set forth in sections 34-247 to 34-247k, inclusive, which pertain to the filing and recording of a record. (3) A certificate of reinstatement under this section shall be accompanied by: (A) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by subdivision (11) of subsection (a) of section 34-243u, (B) an annual report for the current year, and (C) an appointment of a registered agent for service of process. (4) If the name of the limited liability company to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment to the certificate of organization. (5) No action or proceeding, civil or criminal, to which the limited liability company is a party at the time of reinstatement, shall be affected by such reinstatement except as the court shall, under the circumstances, determine. (c) If a limited liability company is reinstated after its dissolution: (1) The company resumes carrying on its activities and affairs as if dissolution had never occurred; (2) Subject to subdivision (3) of this subsection, any liability incurred by the company after the dissolution and before the reinstatement is effective is determined as if dissolution had never occurred; (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the reinstatement may not be adversely affected; and (4) Any claim against the limited liability company barred as provided in section 34-267d and not otherwise barred shall be relieved of such bar upon reinstatement of the limited liability company, and the reinstated limited liability company shall be estopped to deny its legal existence during such time as its rights and powers were forfeited. (P.A. 16-97, S. 58.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267c Known claims against dissolved limited liability company.

34-267c. Known claims against dissolved limited liability company. (a) Except as provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) Specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and: (1) The claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than ninety days after the complainant receives the notice. (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. (P.A. 16-97, S. 59.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267d Other claims against dissolved limited liability company.

34-267d. Other claims against dissolved limited liability company. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) A notice under subsection (a) of this section must: (1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the company's registered agent is or was last located; (2) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice: (1) A claimant that did not receive notice in a record under section 34-267c; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent on, or based on an event occurring after, the effective date of dissolution. (d) A claim not barred under this section or section 34-267c may be enforced: (1) Against a dissolved limited liability company, to the extent of its undistributed assets; and (2) except as provided in section 34-267e, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision may not exceed the total amount of assets distributed to the person after dissolution. (P.A. 16-97, S. 60.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267e Court proceedings.

34-267e. Court proceedings. (a) A dissolved limited liability company that has published a notice under section 34-267d may file an application with the Superior Court in the judicial district where the dissolved company's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved company, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under subsection (c) of section 34-267d. (b) Not later than ten days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company. (c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved limited liability company. (d) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member or transferee that received assets in liquidation. (P.A. 16-97, S. 61.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267f Disposition of assets in winding up.

34-267f. Disposition of assets in winding up. (a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under section 34-259b: (1) To members and persons dissociated as members, an amount equal to the respective values of the contributions received by the limited liability company and not returned to each such member and dissociated member; and (2) to members and dissociated members, in shares which are proportionate to their respective transferable interests, except to the extent necessary to comply with any transfer effective under section 34-259a. (c) If a limited liability company does not have sufficient surplus to comply with subdivision (1) of subsection (b) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. (d) All distributions made under subsections (b) and (c) of this section must be paid in money. (P.A. 16-97, S. 62.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-267g Dissolution by forfeiture.

34-267g. Dissolution by forfeiture. (a) The Secretary of the State may effect the dissolution of a limited liability company by forfeiture as provided in this section. (b) Whenever it comes to the attention of the Secretary of the State that a limited liability company is more than one year in default of filing its annual report as required by section 34-247k, the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default. (c) Whenever it comes to the attention of the Secretary of the State that a delinquent limited liability company has failed to maintain a registered agent for service, the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the sending of such notice, files an appointment of a registered agent for service, the Secretary of the State shall prepare and file in his office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default. (d) Dissolution shall be effective upon the filing by the Secretary of the State of such certificate of dissolution by forfeiture. (e) After filing the certificate of dissolution by forfeiture, the Secretary of the State shall: (1) Send a copy thereof to the delinquent limited liability company addressed to such limited liability company's electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of dissolution by forfeiture to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of dissolution by forfeiture. (f) A limited liability company that is dissolved by forfeiture continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or to apply for reinstatement under section 34-267b. (g) The dissolution of a limited liability company by forfeiture does not terminate the authority of its registered agent. (P.A. 16-97, S. 63; P.A. 19-40, S. 7; P.A. 24-111, S. 27; P.A. 25-39, S. 18.) History: P.A. 16-97 effective July 1, 2017; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making technical changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (b) by replacing “first class mail” with “electronic mail”, by replacing “at its principal office” with “sent to the limited liability company's electronic mail address” and by making technical changes, amended Subsec. (c) by replacing “registered or certified mail” with “electronic mail”, by replacing “at its principal office” with “sent to the limited liability company's electronic mail address” and by making technical changes and amended Subsec. (e)(1) by replacing “Mail a certified copy” with “Send a copy”, by replacing “at its principal office” with “electronic mail address” and by making a technical change, effective January 1, 2025; P.A. 25-39 made a technical change in Subsec. (e).

Conn. Gen. Stat. §§ 34-268 to 34-270

34-268 to 34-270. Reserved for future use.

Source: Connecticut General Assembly (cga.ct.gov)URL: https://www.cga.ct.gov/2026/sup/chap_613a.htmFetched: 10/20/2026