(a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under section 34-259b: (1) To members and persons dissociated as members, an amount equal to the respective values of the contributions received by the limited liability company and not returned to each such member and dissociated member; and (2) to members and dissociated members, in shares which are proportionate to their respective transferable interests, except to the extent necessary to comply with any transfer effective under section 34-259a.
(c) If a limited liability company does not have sufficient surplus to comply with subdivision (1) of subsection (b) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
(P.A. 16-97, S. 62.)
History: P.A. 16-97 effective July 1, 2017.
Notes of Decisions
N.E. Constr. Co., LLC v. Anton (Conn. App. Ct. 2026).
· cites it 9× “First, § 34-267a (a), which provides that “[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 11 General Statutes § 34-267f provides in relevant…”
Freeman v. Law Off. of J. Xavier Pryor, LLC (Conn. App. Ct. 2026).
· cites it 8× “The plaintiffs argued in their brief that, pursuant to General Statutes § 34-267f, Freeman was entitled to any assets of the Freeman office, including any damages recovered in this action, after it completed the winding up process.”
NCA Investors Liquidating Trust v. Kelly, Jr. (D. Conn. 2019).
· cites it 2× “Although § 34-267f is similar to former § 34-210, Defendants argue that both apply only in the event of the winding up of a limited liability company, and neither PSWMA nor SHMA were being wound up between 2012 to 2015.”
NCA Investors Liquidating Trust v. Kelly, Jr. (D. Conn. 2020).
· cites it 2× “In its opposition to summary judgment, NCA Investors Trust relied on three statutes—Conn. Gen. Stat. § 34-267f, 34-255d, and 34-255e—"that only came into effect on July 1, 2017, more than three years after the Upsize Guarantees, the basis for the unjust enrichment claim, were…”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.