House Bill 5259 (Public Act No. 16-97) signed by the governor June 2 and effective July 1 adopted the Uniform LLC Act including default rules when an LLC’s operating agreement is silent. The act adds more detailed provisions on fiduciary duties and charging orders against members (court orders to collect a debt); changes when a member can bind the LLC as an agent; adds provisions on derivative actions by a member; makes changes governing mergers and interest exchanges; allows an LLC’s operating agreement to include certain aspects of its governance, such as designating whether it is managed by its members or a manager; and modifies terminology from “articles of organization” to “certificate of organization.”

Connecticut – Legislation Adopts the Uniform LLC Act