CHAPTER 613
LIMITED LIABILITY COMPANIES

Table of Contents

Sec. 34-119. Restrictions on purposes and powers of limited liability companies.
Sec. 34-134. Members and managers as parties to actions.

PART II
FORMATION AND POWERS

      Sec. 34-119. Restrictions on purposes and powers of limited liability companies. (a) A limited liability company may be formed under sections 34-100 to 34-242, inclusive, for the transaction of any business or the promotion of any purpose which may be lawfully carried on by a limited liability company except that of a state bank and trust company, savings bank, industrial bank or building and loan association.

      (b) Except as otherwise provided in this subsection, a limited liability company may be formed to render professional services provided: (1) Each member of the limited liability company must be licensed or otherwise authorized by law in this state or any other jurisdiction to render such professional services; (2) the limited liability company will render only one specific type of professional services and services ancillary to them and may not engage in any business other than the rendering of professional services for which it was formed to render and services ancillary to them; and (3) the limited liability company may render its professional services in this state only through its members, managers, employees and agents who are licensed or otherwise legally authorized to render such professional services within this state. A limited liability company that will render professional services by licensed or certified alcohol and drug counselors may only be formed pursuant to subdivision (2) of subsection (c) of this section.

      (c) A limited liability company may be formed to render professional services rendered by members of two or more of the following professions: (1) Psychology, marital and family therapy, social work, nursing and psychiatry; (2) medicine and surgery, occupational therapy, social work and alcohol and drug counseling; and (3) medicine and surgery and chiropractic; provided (A) each member of the limited liability company must be licensed or otherwise authorized by law in this state or any other jurisdiction to render any of the types of professional services specified in subdivision (1), (2) or (3) of this subsection, (B) the limited liability company will render only the types of professional services specified in subdivision (1), (2) or (3) of this subsection and services ancillary to them and may not engage in any business other than the rendering of professional services for which it was formed to render and services ancillary to them, and (C) the limited liability company may render its professional services in this state only through its members, managers, employees and agents who are licensed or otherwise legally authorized to render any of the types of professional services specified in subdivision (1), (2) or (3) of this subsection within this state.

      (d) No limited liability company formed under sections 34-100 to 34-242, inclusive, shall have power to transact in this state the business of a telegraph company, gas, electric, electric distribution or water company, or cemetery corporation, or of any company, except a telephone company, requiring the right to take and condemn lands or to occupy the public highways of this state.

      (e) No limited liability company may be formed under sections 34-100 to 34-242, inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless (1) it is an affiliate of an insurance company chartered by, incorporated, organized or constituted within or under the laws of this state; and (2) at the time of the filing of its articles of organization, there is also filed a certificate issued by the Insurance Commissioner pursuant to section 33-646 authorizing the formation of the limited liability company. No limited liability company formed under sections 34-100 to 34-242, inclusive, shall have power to transact in this state the business of any insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.

      (f) Nothing in sections 34-100 to 34-242, inclusive, shall be construed to authorize a limited liability company formed under said sections to transact any business except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of sections 34-100 to 34-242, inclusive, shall govern all limited liability companies, except that where by law special provisions are made in the case of a designated class or classes of limited liability companies governing the limited liability company procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state or otherwise prescribing the conduct of such limited liability companies, such procedure, power, action or conduct shall be governed by such special provisions whether or not such limited liability companies are formed under said sections.

      (g) Nothing in this section shall prohibit the formation of a limited liability company under sections 34-100 to 34-242, inclusive, for the transaction of any business or for the promotion of any purpose in any other state if not prohibited by the laws thereof.

      (P.A. 93-267, S. 8; P.A. 94-217, S. 3, 40; P.A. 96-254, S. 6, 10; 96-271, S. 185, 254; P.A. 98-28, S. 111, 117; P.A. 04-175, S. 2; P.A. 05-216, S. 3.)

      History: P.A. 94-217 amended Subsec. (e) to insert language inadvertently omitted re governing law, effective October 1, 1994, and applicable to limited liability companies formed on or after October 1, 1993; P.A. 96-254 made a technical change in Subsec. (b) and inserted new Subsec. (c) authorizing the formation of a limited liability company to render professional services rendered by members of two or more of the professions of psychology, marital and family therapy, social work, nursing and psychiatry and setting forth the conditions for such formation, relettering the remaining Subsecs. accordingly, effective July 1, 1996; P.A. 96-271 amended Subsec. (d) to replace reference to Sec. 33-286a with Sec. 33-646, effective January 1, 1997; P.A. 98-28 amended Subsec. (d) by adding electric distribution companies, effective July 1, 1998; P.A. 04-175 amended Subsecs. (b) and (c) by adding provisions re formation of limited liability companies to render professional services by licensed or certified alcohol and drug counselors and making conforming changes; P.A. 05-216 amended Subsec. (c) to add and reference Subdiv. (3) re services rendered by members of the medicine, surgery and chiropractic professions.

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PART III
RELATIONS OF MEMBERS AND MANAGERS
TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY

      Sec. 34-134. Members and managers as parties to actions.

      Corporate officer held personally responsible for his own tortious conduct. 275 C. 105.

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