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 230 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Effective July 1, 2017, the Act has been repealed and replaced with the Connecticut Uniform Limited Liability Company Act (the “New LLC Act”).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: 

• Updated Connecticut Secretary of State forms throughout the Manual
• New and updated Operating Agreements, including:
  • Member-Managed Operating Agreement (Appendix A)
  • Single-Member LLC Operating Agreement (Appendix A1)
  • Manager-Managed Operating Agreement (Appendix B)
• The complete text of the Connecticut Uniform Limited Liability Act, effective as of July 1, 2017 (Appendix D)
• Provisions from Public Act 17-108, amending the CULLCA and OLR (Appendix F)
• Important summaries, including:
  • OLR Bill Summary of the CULLCA (Appendix E)
  • Summary Outline of the Provisions of CULLCA C.G.S. §§ 34-255 through 34-255i (Part IV of Chapter 613a) (Appendix V)
  • Summary of Important Operating Agreement Drafting Considerations under CULLCA (Appendix W)
• Connecticut Uniform Limited Liability Company Act Forms Issued by the Connecticut Secretary of State with date of last revision noted (Appendix I)
• Updated Secretary of State Fee Schedule (Appendix I1)

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.

» 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