{"data":{"id":"us-ct/conn.-gen.-stat.-34-243f","jurisdiction":"us-ct","citation":"Conn. Gen. Stat. § 34-243f","heading":"Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.","body":"(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.\n(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under subdivision (2) of subsection (b) of section 34-259b to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (2) is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.\n(c) If a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and contains a provision that would be ineffective under subsection (c) of section 34-243d or subdivision (3) of subsection (d) of section 34-243d if contained in the operating agreement, the provision is ineffective in the record.\n(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and conflicts with a provision of the operating agreement: (1) The agreement prevails as to members, persons dissociated as members, transferees and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record.","path":["TITLE 34. LIMITED PARTNERSHIPS, PARTNERSHIPS, PROFESSIONAL ASSOCIATIONS, LIMITED LIABILITY COMPANIES AND STATUTORY TRUSTS","CHAPTER 613a. UNIFORM LIMITED LIABILITY COMPANY ACT","PART I. GENERAL PROVISIONS"],"source_url":"https://www.cga.ct.gov/current/pub/chap_613a.htm#sec_34-243f","current_through":"Revised to January 1, 2026 (2026 Supplement to the General Statutes of Connecticut, applied over the base revision of January 1, 2025)","vintage":"","retrieved_at":"2026-09-06T19:07:11Z","sha256":"c54314b14b9ee3ca19dd669742e3ebe38f3be0c794a1e1845c4e1243f410b39a","source_id":"us-ct","stale":false,"prev":"us-ct/conn.-gen.-stat.-34-243e","next":"us-ct/conn.-gen.-stat.-34-243g"},"notice":"GroundRules: Original legal text. Not legal advice."}