Conn. Gen. Stat. » Title 34 — · Chapter 613a — Uniform Limited Liability Company Act

Conn. Gen. Stat. § 34-267a

Winding up

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(a) A dissolved limited liability company shall wind up its activities and affairs and, except as provided in section 34-267b, the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities and affairs, a limited liability company: (1) Shall: (A) Promptly after the dissolution, deliver to the Secretary of the State for filing a certificate of dissolution stating the name of the company and that the company is dissolved; and (B) discharge the company's debts, obligations and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) Preserve the company activities, affairs and property as a going concern for a reasonable time; (B) prosecute and defend actions and proceedings, whether civil, criminal or administrative; (C) transfer the company's property; (D) settle disputes by mediation or arbitration; and (E) perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under subsection (c) of section 34-255f and is deemed to be a manager for the purposes of subsection (a) of section 34-251a.

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority in interest of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) Has the powers of a sole manager under subsection (c) of section 34-255f and is deemed to be a manager for the purposes of subsection (a) of section 34-251a; and (2) shall promptly deliver to the Secretary of the State for filing an amendment to the company's certificate of organization stating: (A) That the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company.

(e) The Superior Court for the judicial district where the principal office of the company is located may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) On application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) The company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or (3) in connection with a proceeding under subdivision (4) or (5) of subsection (a) of section 34-267.

(P.A. 16-97, S. 57.)

History: P.A. 16-97 effective July 1, 2017.

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Notes of Decisions
Cited in 3 cases (3 in the last 5 years), 2022–2026 · leading case: N.E. Construction Co., LLC v. Anton
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N.E. Construction Co., LLC v. Anton (2026) connappct · cites it 108× “The plaintiff argued, inter alia, that it had standing as a dissolved LLC to bring the action pursuant to General Statutes § 34-267a, which expressly authorizes a dissolved LLC to prosecute or defend civil actions in winding up its activities and affairs.”
Freeman v. Law Office of J. Xavier Pryor, LLC (2026) connappct · cites it 8× “General Statutes § 34-267a,”8 and 7 On July 18, 2023, Freeman moved for permission to amend the com- plaint to add breach of fiduciary duty counts against both defendants but did not request permission to add the Freeman office as a plaintiff.”
Lucky U, LLC v. S&F Investments LLC (2022) ctd · cites it 2× “156C, § 45(B); Conn. Gen. Stat § 34-267a(b)(2)(B)).) After the hearing, on December 22, 2021, A&V submitted notice that A&V updated its records with the Secretary of the Commonwealth of Massachusetts, reviving the A&V Petroleum, LLC under Massachusetts law.”
— Conn. Gen. Stat. § 34-267a(b)(2)(B) — 1 case
Lucky U, LLC v. S&F Investments LLC (2022) ctd “156C, § 45(B); Conn. Gen. Stat § 34-267a(b)(2)(B)).) After the hearing, on December 22, 2021, A&V submitted notice that A&V updated its records with the Secretary of the Commonwealth of Massachusetts, reviving the A&V Petroleum, LLC under Massachusetts law.”
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