The dissolution package contains all forms to dissolve a LLC or PLLC in Connecticut, step by step instructions, addresses, transmittal letters, and other information.
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Connecticut Dissolution Package to Dissolve Limited Liability Company...
Connecticut Dissolve Llc Foreign Qualification
State:
Connecticut
Control #:
CT-DP-LLC-0001
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Connecticut Llc Application Other Form Names
Limited Liability Company
Connecticut Dissolution Company
Dissolve Limited Contract
Dissolve Liability Company
Dissolve Liability
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Dissolution Notice Form
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Dissolution Limited Liability Interesting Questions
Foreign qualification in Connecticut refers to the process of allowing an out-of-state Limited Liability Company (LLC) to do business in Connecticut. It is necessary for LLCs formed outside of Connecticut to obtain this qualification before engaging in business transactions within the state.
You need to obtain foreign qualification in Connecticut for your LLC when you want to conduct business or seek legal protections in the state. If your LLC is formed outside Connecticut and you plan to operate or have a physical presence in the state, you must apply for foreign qualification.
To apply for foreign qualification in Connecticut, you need to submit a Certificate of Existence or Good Standing from the state where your LLC was originally formed, along with a completed Certificate of Foreign Qualification form. These documents must be filed with the Connecticut Secretary of the State's office. Additionally, you are required to pay the applicable filing fee.
If your LLC operates in Connecticut without obtaining foreign qualification, it may face various penalties and legal consequences. These can include fines, loss of legal protections, inability to sue in Connecticut courts, and the inability to defend against lawsuits in the state.
Yes, you can convert your Connecticut foreign qualification to a domestic LLC by filing a Certificate of Conversion with the Connecticut Secretary of the State's office. This process allows you to change the status of your LLC from a foreign entity to a domestic one, thereby simplifying your business operations.
While there is no specific deadline, it is advisable to obtain foreign qualification in Connecticut as soon as you plan to conduct business or establish a physical presence in the state. Delaying the process may expose your LLC to legal risks and penalties.
The filing fee to obtain foreign qualification in Connecticut currently stands at $120. However, additional fees may apply if you choose expedited processing or require certified copies of documents. It is recommended to check the current fee schedule provided by the Connecticut Secretary of the State's office.
Yes, you can handle the foreign qualification process in Connecticut yourself without hiring an attorney. However, it is recommended to seek professional advice or consult with a business specialist to ensure that you complete the process correctly and meet all the necessary requirements.
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Law summary
Connecticut Dissolution Package to Dissolve Limited Liability Company LLC
STATUTORY REFERENCE
GENERAL STATUTES OF CONNECTICUT, §§ 34-158, 34-159, and 34-206 through 34-216
A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This summary addresses ONLY with the voluntary dissolution of a Connecticut LLC.
A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the occurrence of events specified
in writing in the articles of organization or operating agreement.
(2) Unless otherwise provided in writing in the articles of organization
or operating agreement, upon the affirmative vote, approval or consent
of at least a majority in interest of the members.
OR
(3) Entry of a decree of judicial dissolution.
Except as otherwise provided in writing in the operating agreement, the
business and affairs of the LLC may be wound up:
(1) By the members or managers who have authority to manage
the LLC prior to dissolution.
OR
(2) On application of any member or legal representative or assignee
thereof, by the superior court for the judicial district where the principal
office of the LLC is located, if one or more of the members or managers
of the LLC have engaged in wrongful conduct.
The persons winding up the business and affairs of the LLC may, in the
name of, and for and on behalf of, the LLC:
(1) Prosecute and defend suits.
(2) Settle and close the business of the LLC.
(3) Dispose of and transfer the property of the LLC.
(4) Discharge the liabilities of the LLC.
AND
(5) Distribute to the members any remaining assets of the LLC.
After dissolution of the LLC, each of the members having authority to wind
up the LLC's business and affairs can bind the LLC:
(1) By any act appropriate for winding up the LLC's business
and affairs or completing transactions unfinished at dissolution.
AND
(2) By any transaction that would have bound the LLC if it had not
been dissolved, if the other party to the transaction does not have notice
of the dissolution.
The filing of articles of dissolution is presumed to constitute notice
of dissolution.
Upon the winding up of a LLC, the assets must be distributed as follows:
(1) Payment, or adequate provision for payment, must be made
to creditors, including, to the extent permitted by law, members who are
creditors, in satisfaction of liabilities of the LLC.
(2) Unless otherwise provided in writing in an operating agreement,
to members or former members in satisfaction of liabilities for distributions
under sections 34-158 and 34- 159.
AND
(3) Unless otherwise provided in writing in an operating agreement,
to members and former members, first, for the return of their contributions
and second, respecting their membership interests, in proportions in which
the members share in distributions under section 34-158.
After the dissolution of a LLC, the LLC must file articles of dissolution
in the office of the Secretary of the State.
A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:
(1) Describe the information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than one hundred twenty
days from the later of the effective date of the written notice or the
filing of articles of dissolution, by which the dissolved LLC must receive
the claim.
AND
(4) State that the claim will be barred if not received by the
deadline.
A claim against the dissolved LLC is barred if:
(1) A claimant who was given written notice pursuant to statute
does not deliver the claim to the dissolved LLC by the deadline.
OR
(2) A claimant whose claim was rejected by the dissolved LLC
does not commence a proceeding to enforce the claim within ninety days
from the effective date of the rejection notice.
A "claim" does not include a contingent liability or a claim based on an
event occurring after the effective date of dissolution.
A dissolved LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:
(1) Be published once in a newspaper of general circulation
in the county where the dissolved LLC's principal office is or was located.
(2) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent.
AND
(3) State that a claim against the LLC will be barred unless
a proceeding to enforce the claim is commenced within three years after
the publication of the notice.
If the dissolved LLC publishes a newspaper notice in accordance with the
statutory provisions, and files articles of dissolution as required by
statute, the claim of each of the following claimants is barred unless
the claimant commences a proceeding to enforce the claim against the dissolved
LLC within three years after the later of the publication date of the newspaper
notice or the filing of the articles of dissolution:
(1) A claimant who did not receive the statutorily prescribed
written notice.
(2) A claimant whose claim was timely sent to the dissolved LLC but
not acted upon.
AND
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
Any claim not barred by statute may be enforced by a claimant, legal representative
or assignee against:
(1) The dissolved LLC to the extent of its undistributed assets.
OR
(2) If the assets of a dissolved LLC have been distributed in liquidation,
against one or more members of the dissolved LLC to the extent of their
pro rata shares of the claim or the assets of the LLC distributed to them
in liquidation, whichever is less. No member's total liability for
all claims can exceed the total amount of assets distributed to that member.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.
Legal definition
Connecticut Dissolution Package to Dissolve Limited Liability Company LLC
STATUTORY REFERENCE
GENERAL STATUTES OF CONNECTICUT, §§ 34-158, 34-159, and 34-206 through 34-216
A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This summary addresses ONLY with the voluntary dissolution of a Connecticut LLC.
A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the occurrence of events specified
in writing in the articles of organization or operating agreement.
(2) Unless otherwise provided in writing in the articles of organization
or operating agreement, upon the affirmative vote, approval or consent
of at least a majority in interest of the members.
OR
(3) Entry of a decree of judicial dissolution.
Except as otherwise provided in writing in the operating agreement, the
business and affairs of the LLC may be wound up:
(1) By the members or managers who have authority to manage
the LLC prior to dissolution.
OR
(2) On application of any member or legal representative or assignee
thereof, by the superior court for the judicial district where the principal
office of the LLC is located, if one or more of the members or managers
of the LLC have engaged in wrongful conduct.
The persons winding up the business and affairs of the LLC may, in the
name of, and for and on behalf of, the LLC:
(1) Prosecute and defend suits.
(2) Settle and close the business of the LLC.
(3) Dispose of and transfer the property of the LLC.
(4) Discharge the liabilities of the LLC.
AND
(5) Distribute to the members any remaining assets of the LLC.
After dissolution of the LLC, each of the members having authority to wind
up the LLC's business and affairs can bind the LLC:
(1) By any act appropriate for winding up the LLC's business
and affairs or completing transactions unfinished at dissolution.
AND
(2) By any transaction that would have bound the LLC if it had not
been dissolved, if the other party to the transaction does not have notice
of the dissolution.
The filing of articles of dissolution is presumed to constitute notice
of dissolution.
Upon the winding up of a LLC, the assets must be distributed as follows:
(1) Payment, or adequate provision for payment, must be made
to creditors, including, to the extent permitted by law, members who are
creditors, in satisfaction of liabilities of the LLC.
(2) Unless otherwise provided in writing in an operating agreement,
to members or former members in satisfaction of liabilities for distributions
under sections 34-158 and 34- 159.
AND
(3) Unless otherwise provided in writing in an operating agreement,
to members and former members, first, for the return of their contributions
and second, respecting their membership interests, in proportions in which
the members share in distributions under section 34-158.
After the dissolution of a LLC, the LLC must file articles of dissolution
in the office of the Secretary of the State.
A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:
(1) Describe the information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than one hundred twenty
days from the later of the effective date of the written notice or the
filing of articles of dissolution, by which the dissolved LLC must receive
the claim.
AND
(4) State that the claim will be barred if not received by the
deadline.
A claim against the dissolved LLC is barred if:
(1) A claimant who was given written notice pursuant to statute
does not deliver the claim to the dissolved LLC by the deadline.
OR
(2) A claimant whose claim was rejected by the dissolved LLC
does not commence a proceeding to enforce the claim within ninety days
from the effective date of the rejection notice.
A "claim" does not include a contingent liability or a claim based on an
event occurring after the effective date of dissolution.
A dissolved LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:
(1) Be published once in a newspaper of general circulation
in the county where the dissolved LLC's principal office is or was located.
(2) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent.
AND
(3) State that a claim against the LLC will be barred unless
a proceeding to enforce the claim is commenced within three years after
the publication of the notice.
If the dissolved LLC publishes a newspaper notice in accordance with the
statutory provisions, and files articles of dissolution as required by
statute, the claim of each of the following claimants is barred unless
the claimant commences a proceeding to enforce the claim against the dissolved
LLC within three years after the later of the publication date of the newspaper
notice or the filing of the articles of dissolution:
(1) A claimant who did not receive the statutorily prescribed
written notice.
(2) A claimant whose claim was timely sent to the dissolved LLC but
not acted upon.
AND
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
Any claim not barred by statute may be enforced by a claimant, legal representative
or assignee against:
(1) The dissolved LLC to the extent of its undistributed assets.
OR
(2) If the assets of a dissolved LLC have been distributed in liquidation,
against one or more members of the dissolved LLC to the extent of their
pro rata shares of the claim or the assets of the LLC distributed to them
in liquidation, whichever is less. No member's total liability for
all claims can exceed the total amount of assets distributed to that member.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.
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