What happens if a Connecticut LLC has no operating agreement?

The default rules in the Connecticut Uniform Limited Liability Company Act (Title 34, Chapter 613a) govern the company. Those defaults make the LLC member-managed and apply the Act's standard rules for voting, distributions, and other matters, which may not match what the owners intended.

Connecticut Operating Agreement: What to Include (2026)

Q: Does a single-member LLC in Connecticut need an operating agreement?

It is not legally required, but it is strongly recommended. A written operating agreement documents that the LLC is separate from its owner, which helps preserve the liability shield, and banks and lenders routinely ask to see one before opening an account or extending credit.

Q: Can a Connecticut operating agreement be oral?

Yes. Under General Statutes § 34-243b the operating agreement may be oral, in a record, implied, or any combination of these. In practice an oral or implied agreement is hard to prove, so a signed written agreement is strongly advised.

Q: Can an operating agreement override Connecticut LLC law?

Mostly, yes. The operating agreement can vary most default rules, but § 34-243d lists limits: it cannot eliminate the implied contractual covenant of good faith and fair dealing, cannot vary the registered agent requirements, and cannot unreasonably eliminate the duties of loyalty and care, among other restrictions.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Connecticut does not require an LLC operating agreement, and you do not file it with the state, so it carries a $0 state cost. But under Connecticut General Statutes § 34-243d, the operating agreement is the internal contract that governs your LLC - covering ownership, management, voting, and profit distribution. Every Connecticut LLC, including a single-member LLC, should adopt one in writing.

Quick Answer

Required?: No - not legally required, but strongly recommended
Governing law: Connecticut Uniform LLC Act, Conn. Gen. Stat. § 34-243d
Filed with state?: No - internal document; $0 state cost
Applies to: Single-member and multi-member Connecticut LLCs
If you have none: Chapter 613a default rules govern the LLC
Default management: Member-managed unless the agreement says manager-managed

Is a Connecticut Operating Agreement Required?

No. Connecticut law does not require an LLC to adopt an operating agreement, and you never file one with the state. The only document you file to create the company is the Certificate of Organization, submitted to the Connecticut Secretary of the State for a $120 fee under General Statutes § 34-247. The operating agreement is a separate, private contract that the state never reviews.

That said, the Connecticut Uniform Limited Liability Company Act (Title 34, Chapter 613a) builds its entire framework around the operating agreement. General Statutes § 34-243d treats it as the governing document for the internal affairs of the LLC, and anything the agreement does not address falls back to the statute's default rules. Because those defaults rarely match what owners actually want, adopting a written operating agreement is standard practice for a Connecticut LLC. For the full formation process, see how to form an LLC in Connecticut, and for the national overview see LLC operating agreements and what an LLC is.

What a Connecticut Operating Agreement Does

Under § 34-243d, a Connecticut operating agreement governs the relations among the members; the rights and duties of any manager; the activities and affairs of the company; and the means for amending the agreement itself. In short, it is the rulebook for how the business runs internally. General Statutes § 34-243e adds that the LLC is bound by its operating agreement whether or not the company itself signed it, and that a person who becomes a member is deemed to assent to the agreement then in effect.

The operating agreement also lets the initial members act before the company legally exists: § 34-243e expressly allows two or more people who intend to become the first members to make a preformation agreement that becomes the operating agreement on formation. This is why lawyers often prepare the operating agreement in parallel with the registered agent designation and the Certificate of Organization, rather than afterward.

What to Include in a Connecticut Operating Agreement

Connecticut does not prescribe a form, but a thorough operating agreement usually covers the following. Each item either overrides a statutory default or documents a decision the members have made:

Company basics. Legal name as filed on the Certificate of Organization, principal office, purpose, and the name of the registered agent.
Members and ownership. Each member's name, capital contribution, and percentage (membership) interest.
Management structure. Whether the LLC is member-managed or manager-managed, and who has authority to bind the company.
Voting. How votes are allocated (per capita or by ownership percentage) and what actions need unanimous or majority approval.
Profit and loss allocation and distributions. How and when money is paid out to members.
Transfers and new members. Rules for admitting members and for a member selling or transferring an interest.
Dissociation and buyout. What happens when a member leaves, dies, or is bought out.
Dissolution. How the LLC winds up and distributes remaining assets, which dovetails with dissolving a Connecticut LLC.

Member-Managed vs. Manager-Managed

A key decision the operating agreement records is management structure. Under the Connecticut Uniform LLC Act, an LLC is member-managed by default - every member shares in running the business - unless the operating agreement expressly makes it manager-managed. In a manager-managed LLC, the members appoint one or more managers (who may or may not be members) to run day-to-day operations, while the members retain certain fundamental voting rights.

The distinction matters for authority: in a member-managed LLC, each member can generally bind the company in the ordinary course of business, whereas in a manager-managed LLC that authority rests with the managers. Spelling this out avoids confusion for banks, vendors, and courts. If you elect manager management, the Certificate of Organization and annual report also identify a manager, so keep the two documents consistent. Compare the trade-offs of tax treatment separately at S-corp vs LLC and business tax.

Single-Member vs. Multi-Member Agreements

A single-member LLC in Connecticut is not legally required to have an operating agreement, but one is still valuable. A short written agreement documents that the LLC is a separate legal person from its owner, which supports the liability shield if the company is ever challenged in court, and banks routinely request it to open a business account. For a single-member LLC the agreement can be brief: it names the sole member, confirms member management, and sets out how the member is paid.

A multi-member LLC needs a more detailed agreement because it must resolve questions that only arise when owners can disagree: how profits are split, how votes are counted, how disputes are broken, and what happens when a member wants out. Without those terms, the Chapter 613a defaults apply, which allocate management to all members and can produce results the owners never intended. Get an EIN for the LLC in either case.

Default Rules If You Have No Operating Agreement

If a Connecticut LLC has no operating agreement, or the agreement is silent on a point, the default rules of the Connecticut Uniform LLC Act (Title 34, Chapter 613a) fill the gap. Those defaults make the company member-managed, give members governance rights under the Act, and apply the statute's standard provisions for voting, distributions, dissociation, and winding up. The defaults are designed to be reasonable for a generic LLC, not tailored to your business.

The practical risk is mismatch. For example, if two members contribute unequal capital but never document a special profit split, a court applying the statutory default may not divide profits the way the founders assumed. Writing an operating agreement replaces guesswork with the members' own terms. See the glossary for definitions of the governance terms used here.

What an Operating Agreement Cannot Override

Connecticut gives an operating agreement broad freedom to vary the default rules, but § 34-243d sets outer limits. An operating agreement may not: eliminate the implied contractual covenant of good faith and fair dealing; vary the LLC's capacity to sue and be sued in its own name; vary the statute's requirements and procedures for registered agents or filings with the Secretary of the State; or unreasonably eliminate the duty of loyalty or the duty of care.

These guardrails protect third parties and the integrity of the public record, which is why they cannot be contracted away. Within them, the members remain free to design ownership, management, voting, and economics as they see fit. A DBA or trade name for the business is handled separately; see what a DBA is if you plan to operate under a different name.

Connecticut Does Not File Your Operating Agreement

To be clear, you do not submit the operating agreement to any Connecticut agency. The Secretary of the State receives only the Certificate of Organization ($120) to create the LLC and the $80 annual report each year; neither includes the operating agreement. Keep the signed agreement with your company records, give a copy to each member, and update it whenever ownership or management changes. For the recurring filing that Connecticut does require, see the Connecticut annual report guide and Connecticut LLC cost. Local permits are covered in business licenses in Connecticut.

Frequently Asked Questions

Is an operating agreement required in Connecticut?

No. Connecticut law does not require an LLC to adopt or file an operating agreement. But § 34-243d recognizes it as the internal contract that governs the company, so nearly every Connecticut LLC should have one in writing. See operating agreements.

Do I file my Connecticut operating agreement with the state?

No. You file only the Certificate of Organization ($120) with the Connecticut Secretary of the State. The operating agreement is a private document kept with your records; there is no state fee for it.

Does a single-member LLC in Connecticut need an operating agreement?

Not legally, but it is strongly recommended. It documents that the LLC is separate from its owner, which helps preserve the liability shield, and banks routinely ask to see one.

Can a Connecticut operating agreement be oral?

Yes. Under § 34-243b it may be oral, in a record, implied, or a combination. Because oral terms are hard to prove, a signed written agreement is strongly advised.

What happens if my Connecticut LLC has no operating agreement?

The default rules of the Connecticut Uniform LLC Act (Chapter 613a) govern. They make the LLC member-managed and apply the Act's standard voting and distribution rules, which may not match the owners' intent.

Can an operating agreement override Connecticut LLC law?

Mostly. It can vary most defaults, but § 34-243d bars it from eliminating good faith and fair dealing, varying registered agent rules, or unreasonably eliminating the duties of loyalty and care.

Sources

Connecticut General Statutes - § 34-243d, Operating agreement: Scope, function and limitations.
Connecticut General Statutes - § 34-243e, Operating agreement: Effect on limited liability company and person becoming member; preformation agreement.
Connecticut General Statutes - § 34-243b, Definitions (operating agreement may be oral, in a record, implied).
Connecticut General Statutes - § 34-247, Formation; certificate of organization.
Connecticut General Statutes - § 34-247k, Annual report ($80; contents).
Connecticut General Statutes - § 34-243u, Fees payable to Secretary of the State ($120 certificate of organization).
Connecticut General Statutes - Chapter 613a, Connecticut Uniform Limited Liability Company Act (default rules).
Connecticut Secretary of the State - business.ct.gov online business services portal.
Connecticut Secretary of the State - Business Services division.
Justia - Conn. Gen. Stat. § 34-243d (annotated).
Cornell Legal Information Institute - Operating agreement (Wex).
Cornell Legal Information Institute - Limited liability company (LLC).
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Get an Employer Identification Number (free EIN).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This is general information, not legal advice. Laws and fees change; verify current requirements with the Connecticut Secretary of the State before acting.