Structure
When forming a Limited Liability Company (LLC) in Connecticut, one of the most important documents to consider is the Operating Agreement. This agreement serves as the backbone of the LLC, outlining the structure and management of the business. It details the roles and responsibilities of each member, providing clarity on how decisions will be made. Additionally, the Operating Agreement addresses the distribution of profits and losses, ensuring that all members understand their financial rights. It can also outline procedures for adding or removing members, thus providing a roadmap for future changes. By having a well-drafted Operating Agreement, members can protect their interests and avoid potential disputes down the line. This document is not just a legal formality; it is a crucial tool for fostering collaboration and ensuring smooth operations within the LLC.
Connecticut Operating Agreement Example
Connecticut Operating Agreement Template
This Operating Agreement, made on ____ [insert date], is entered into by and among the member(s) listed in Exhibit A, attached hereto, and is intended to outline the operating procedures and policies of ____ [insert name of LLC], a Connecticut Limited Liability Company ("Company"). This agreement is governed by the Connecticut Limited Liability Company Act (the "Act").
1. Formation
The Company was formed as a Connecticut Limited Liability Company on ____ [insert date of formation], by filing the Articles of Organization with the Connecticut Secretary of State in accordance with the Act.
2. Name and Principal Place of Business
The name of the Company is ____ [insert name of LLC]. The principal place of business shall be ____ [insert principal place of business], or such other location as the members may from time to time designate.
3. Purpose
The Company's purpose is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.
4. Duration
The duration of the Company is perpetual unless dissolved in accordance with this Operating Agreement.
5. Membership
At the formation of this Company, the members are those individuals and/or entities listed in Exhibit A. Members may be added or removed in accordance with the terms provided herein.
6. Capital Contributions
Members have contributed capital to the Company as described in Exhibit B. Additional contributions and the terms under which they may be made are also specified in Exhibit B.
7. Distributions
Profits and losses shall be allocated, and distributions made to the Members in accordance with the percentages listed in Exhibit C, or as otherwise agreed upon by all Members in writing.
8. Management
The Company is managed by its members. Decisions shall be made by a vote of the members holding a majority of the interests in the Company, unless otherwise required by the Act or as stipulated in this Agreement.
9. Dissolution
The Company may be dissolved upon the agreement of members holding a majority of the interests in the Company, or as required by the Act. Upon dissolution, the Company's assets shall be liquidated and distributed to the members in accordance with their respective interests.
10. Amendments
This Operating Agreement may only be amended in writing by the consent of members holding at least a majority of the interests in the Company.
11. Governing Law
This Operating Agreement and the rights of the members hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to the principles of conflicts of law.
Exhibits
- Exhibit A: List of Members
- Exhibit B: Capital Contributions
- Exhibit C: Distribution Percentages
PDF Information
| Fact Name | Description |
|---|---|
| Purpose | The Connecticut Operating Agreement outlines the management structure and operating procedures for a limited liability company (LLC). |
| Governing Law | This agreement is governed by the Connecticut General Statutes, specifically Chapter 342h. |
| Members | All members of the LLC should be included in the agreement, detailing their rights and responsibilities. |
| Management Structure | The agreement can specify whether the LLC is member-managed or manager-managed, affecting decision-making processes. |
| Capital Contributions | It should outline each member's initial capital contributions and how future contributions will be handled. |
| Profit Distribution | The agreement must detail how profits and losses will be distributed among the members. |
| Amendments | It should include a process for making amendments to the agreement, ensuring flexibility as the business evolves. |
| Dispute Resolution | Including a dispute resolution clause can help resolve conflicts among members efficiently. |
| Duration | The agreement can specify the duration of the LLC, whether it is perpetual or for a set term. |
| Compliance | Having a well-drafted Operating Agreement helps ensure compliance with state laws and protects members' interests. |
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