Connecticut LLC governance: a fiduciary floor the operating agreement cannot waive, and a 2017 change that swept older LLCs into it

Connecticut governs LLCs under the modern uniform act it adopted in 2017, and the defining feature of that act is a floor: the duties of loyalty and care and the obligation of good faith cannot be waived away by the operating agreement. That puts Connecticut firmly with the states that keep fiduciary duties mandatory and against the freedom-of-contract states, such as neighboring states to the south and west, where an agreement can reshape those duties far more freely. The wrinkle unique to Connecticut is timing. The 2017 act replaced an older, more permissive Connecticut LLC law, and it swept existing LLCs into the new mandatory regime, so a Connecticut LLC formed before 2017 may be operating under duties its original agreement tried to draft around. That transition is the first thing a Connecticut owner should understand, ahead of the general mechanics on the site’s default rules and freedom of contract guides.

The floor the agreement cannot cross

Start with what Connecticut refuses to let an operating agreement do.

In Connecticut, the operating agreement cannot eliminate the duties of loyalty and care or the obligation of good faith.

Under Conn. Gen. Stat. Section 34-255e, members of a member-managed LLC, and managers of a manager-managed one, owe the duties of loyalty and care and an obligation of good faith and fair dealing. And Section 34-243d limits what the operating agreement can do with them: it may not eliminate the duty of loyalty, may not eliminate the duty of care, and may not eliminate the obligation of good faith, though it may identify categories of permitted activities and set a care standard so long as the terms are not manifestly unreasonable. So a Connecticut operating agreement can channel and define the loyalty duty, tailoring it to a real estate operation where affiliated deals are routine, but it cannot contract the duty away. A manager cannot draft himself out of accountability the way a Delaware or Kentucky agreement might, and an investor relying on a Connecticut manager keeps the protection of a duty that survives the paperwork.

The 2017 change that reached backward

Here is the seam that separates Connecticut from a state that has always had a floor.

The 2017 act swept LLCs formed under Connecticut’s older, more permissive law into the new mandatory duties.

Before July 2017, Connecticut’s LLC law was more contractarian, closer to the freedom-of-contract model, and an operating agreement drafted then could push on the fiduciary duties in ways the current act forbids. When Connecticut adopted the modern uniform act, it transitioned existing LLCs into the new law rather than grandfathering them, so an LLC formed in, say, 2012 now lives under the 2017 act’s floor. The consequence is concrete and easy to miss: a pre-2017 Connecticut operating agreement may contain duty-waiver or liability-limiting provisions that were valid when written and now cross a line the current act draws. The structuring lesson is that a pre-2017 Connecticut LLC should not assume its old agreement still means what it says on duties, and re-papering it to the current act is the safe course rather than discovering in litigation that a waiver no longer holds.

The defaults that fill the rest

On the economics and management, Connecticut uses the uniform act’s defaults.

When a Connecticut operating agreement is silent, distributions are shared equally among the members, regardless of who contributed more.

Under Conn. Gen. Stat. Section 34-255d, distributions are shared equally among the members by default, a per-capita rule rather than one weighted by contribution, so a member who put in most of the capital receives the same share as one who put in little unless the operating agreement says otherwise. For any LLC with unequal contributions, which describes most real estate ventures, an explicit distribution and allocation provision is essential, because the statutory default will not track the deal the members actually struck. Management defaults to the members unless the operating agreement provides for managers. The through-line for Connecticut is that the modern act is protective but rigid on duties and even on the split: the loyalty and care floor cannot be waived, the equal-shares default has to be overridden on purpose, and a pre-2017 agreement should be brought current rather than trusted.

The bottom line

Connecticut adopted the modern uniform LLC act in 2017, so the duties of loyalty and care and the obligation of good faith are a floor the operating agreement cannot eliminate.

The 2017 act swept LLCs formed under the older, more permissive law into the new mandatory duties, so a pre-2017 Connecticut LLC may be living under rules its agreement tried to draft around.

A pre-2017 Connecticut operating agreement should be re-papered to the current act rather than assumed to still mean what it says on duties.

Distributions default to equal shares under Section 34-255d, so an LLC with unequal contributions must set the split in the agreement.

The safe course is a current operating agreement that defines rather than waives the loyalty duty and sets the distribution split explicitly.

What this page does not cover

This page is about the rules that run your company from the inside. How creditors reach a member’s interest, the strong homestead, and the missing entireties are on the protection page. Connecticut’s high income tax, the controlling-interest transfer tax, the optional pass-through entity tax, and the lack of a series LLC are on the structure and cost page. The $120 formation fee and the $80 annual report are on the filing page.

Last verified August 2026.