SUPPLEMENT UPDATE: Connecticut Limited Liability Company: Forms and Practice Manual July 2024 (1.14)

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).

Important features of this year's 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.

AND NOW….

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