Connecticut Limited Liability Company: Forms and Practice Manual

Connecticut Limited Liability Company: Forms and Practice Manual

Prominent Connecticut attorney, Louis B. Schatz, Esq., has drawn from his extensive experience to bring you strategies and forms for virtually every situation you may encounter in this newly revised two-volume Manual featuring a bonus CD with more than 210 electronic forms.

This comprehensive, updated manual, with its more than 1,200 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations — complemented by thorough discussions and analyses of any changing federal and Connecticut state laws. Plus, you'll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure.

Effective July 1, 2017, the Act has been repealed and replaced with the Connecticut Uniform Limited Liability Company Act (the “New LLC Act”). Throughout this practice manual, forms and operating agreements have been updated to reflect the changes from the New LLC Act. Important features of this supplement include: 

• Describing differences between the prior and CULLCA;
• Discussing certain nomenclature changes introduced by CULLCA;
• Discussing revisions introduced in CULLCA to make the Certificate of Organization (formerly, the Articles of Organization) a ministerial rather than a substantive document, and providing that management of an LLC will be member managed unless stated otherwise in the operating agreement;
• Recognizing that while an LLC is regarded as a contractual entity by and among its members and CULLCA is basically a default act to fill gaps not addressed in the operating agreement, certain provisions of CULLCA may not be eliminated or modified by the operating agreement;
• Distinguishing between member-managed and manager-managed LLCs and the difference regarding the relationships of members and managers based upon the form of management;
• Requiring professional LLCs formed after July 1, 2017, to include certain alternative suffixes to disclose its character to the public; and
• Outlining the Corporate Transparency Act.

Louis B. Schatz, Esq., a partner at the law firm of Shipman & Goodwin, LLP, practices in the areas of federal and State of Connecticut tax matters, with attention to the representation of closely held businesses organized as limited liability companies, partnerships and S corporations, and real estate joint ventures. He is a frequent lecturer on taxation, partnership, and limited liability company issues, with an expertise in Connecticut tax matters including sales, corporate, income, and conveyance taxes. Mr. Schatz was listed in Best Lawyers in America and as a Connecticut Super Lawyer®. He received his B.A. from Cornell University, his J.D. from Cornell Law School, and his LL.M. in taxation from New York University School of Law.

Mark G. Sklarz, Esq., is a partner at the law firm of Green & Sklarz LLC in New Haven, Connecticut and is a past chair of the Business Law Section of the Connecticut Bar Association. For almost fifty years, Mark’s practice has included advising clients with sophisticated business trans-actions with a particular emphasis on closely-held corporations, limited liability companies and partnerships. From 2012 through 2016, Mark chaired a joint committee of the Business Law and Tax Sections of the Connecticut Bar Association, which resulted in the enactment of the Connecticut Entity Transactions Act in Connecticut. He also served as a member of the Committee of the Business Law Section which resulted in the enactment of the Connecticut Uniform Limited Liability Act, effective as of October 1, 2017. Mark is a member of the Executive Committees of the Business Law and Tax Section of the Connecticut Bar Association and a member of the Business Law and Tax Sections of the American Bar Association. Mark frequently lectures on limited liability companies and related issues. He is a graduate of Franklin and Marshall College (A.B., 1967), University of Connecticut Law School with honors (J.D., 1970), and received a master’s degree from New York University School of Law (in Taxation, 1974).

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

PART I: ORGANIZATION

Chapter 1: Introduction to Connecticut LLCs and Their Tax Classification

Chapter 2: Formation and Organization

PART II: OPERATIONS

Chapter 3: The Operating Agreement

Chapter 4: Organization

Chapter 5: Single-Member LLCs

Chapter 6: Limited Liability Company Capital

Chapter 7: Allocation and Distribution Provisions

Chapter 8: Management Provisions

Chapter 9: Compensation Strategies for the LLC

Chapter 10: Transfer, Buy-Sell and Redemption Provisions

Chapter 11: Dissolution

Chapter 12: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 13: Reorganization of the LLC: Admission, Conversion and Merger

Chapter 14: Doing Interstate Business

Chapter 15: Professional LLCs, LLPs and LLLPs

Chapter 16: Connecticut Taxation of LLCs

Chapter 17: Use of LLCs by Exempt Organizations

Chapter 18: Bankruptcy Issues Concerning LLCs

PART IV: APPENDICES

PART V: INDICES