§ 34-267 — Events causing dissolution.

Connecticut § 34-267

• Jurisdiction: Connecticut
• Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
• Ch. 613a: Uniform Limited Liability Company Act

Text

(a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution; (2) The consent of a majority in interest of the members; (3) The passage of ninety consecutive days during which the company has no members unless before the end of the period: (A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent; (4) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, or if none in this state, where its registered agent is located, of an order dissolving the company on the grounds that: (A) The conduct of all or substantially all of the company's activities and affairs is unlawful; or (B) it is not reasonably practicable to carry on the company's activities and affairs; (5) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) Have acted, are acting or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (6) The preparation and filing of a certificate of dissolution by forfeiture by the Secretary of the State under subsection (b) or (c) of section 34-267g . (b) In a proceeding brought under subdivision (5) of subsection (a) of this section, the court may order a remedy other than dissolution.

Legislative History

(P.A. 16-97, S. 56.) History: P.A. 16-97 effective July 1, 2017. Subsec. (a)(5): Proper analysis of an oppression claim requires court to assess claim under the “reasonable expectations” standard, thus, a majority member's conduct is oppressive if that conduct substantially defeats the minority member's expectations which, objectively viewed, were both reasonable under the circumstances and were central to his or her decision to join the venture or developed over time. Language of Subpara. requires a causal connection between the oppressive conduct and the harm sustained by the plaintiff-member, thus, the harm at issue is not limited to a particular instance, so long as a member was harmed, is being harmed, or will be harmed by the oppressive conduct, such will suffice to satisfy the statute. 200 CA 356.