Connecticut General Statutes

Conn. Gen. Stat. § 34-271a (2025)

Derivative action

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A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within ninety days; or (2) a demand under subdivision (1) of this section would be futile.

(P.A. 16-97, S. 65.)

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

Notes of Decisions
Cited in 4 cases (3 in the last 5 years), 2019–2025 · leading case: Fischer v. M&T Bank, N.A., 233 Conn. App. 147 (Conn. App. Ct. 2025).
Fischer v. M&T Bank, N.A., 233 Conn. App. 147 (Conn. App. Ct. 2025). · cites it 3× “’’ 8 General Statutes § 34-271b provides: ‘‘A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurred; or…”
Rubin v. Brodie, 325 A.3d 1096 (Conn. App. Ct. 2024). · cites it 31× “2 General Statutes § 34-271a provides: ‘‘A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed…”
Rubin v. Brodie, 325 A.3d 1096 (Conn. App. Ct. 2024). · cites it 31× “2 General Statutes § 34-271a provides: ‘‘A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed…”
Saunders v. Briner, No. SC19940 and (Conn. Dec. 17, 2019). · cites it 2× “6 Consistent with part I A of the majority opinion, I recognize that the plaintiff’s statutory alternative to a derivative action, which we do not recognize in the LLC context as a matter of statutory or common law, was a member initiated action pursuant to General Statutes (Rev.”
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