Connecticut State Statute Code

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Sec. 33-635.

Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.

Sec. 33-640.

Bylaws.

1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.

Sec. 33-735.

Requirements for and duties of board of directors.

1. Except as provided in section 33-717, each corporation shall have a board of directors.
2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation or in an agreement authorized under section 33-717.

Sec. 33-665.

Authorized shares.

1. The certificate of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the certificate of incorporation shall prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights and limitations, of such class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights and limitations, that are identical with those of other shares of the same class or series.
2. The certificate of incorporation shall authorize (1) one or more classes or series of shares that together have unlimited voting rights, and (2) one or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
3. The certificate of incorporation may authorize one or more classes or series of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except as otherwise provided by sections 33-600 to 33-998, inclusive; (2) are redeemable or convertible as specified in the certificate of incorporation (A) at the option of the corporation, the shareholder or another person or upon the occurrence of a specified event, (B) for cash, indebtedness, securities or other property, and (C) at prices and in amounts specified or determined in accordance with a formula; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (4) have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
4. Terms of shares may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608.
5. Any of the terms of shares may vary among holders of the same class or series as long as such variations are expressly set forth in the certificate of incorporation.
6. The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.

Sec. 33-673.

Liability of shareholders.

1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in section 33-672 or specified in the subscription agreement as provided in section 33-671.
2. Unless otherwise provided in the certificate of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

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LLC

Sec. 34-120.

Formation.

One or more organizers may form a limited liability company by signing and filing articles of organization with the Secretary of the State. The organizer or organizers need not be members of the limited liability company at the time of formation or after formation has occurred. The organizer or organizers shall prepare a writing to be held with the records of the limited liability company, setting forth: (1) The name and residence address of each person who has become an initial member of the limited liability company; and (2) if the articles of organization provide that the management of the limited liability company is vested in a manager or managers, the name and residence address of each initial manager. The limited liability company shall maintain, pursuant to subsection (a) of section 34-144, a record of the members and any managers. In addition to the articles of organization, the organizer or organizers shall file with the Secretary of the State a writing containing the name and respective business and residence addresses of a manager or a member of the limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.

Sec. 34-133.

Liability of members and managers to third parties.

1. Except as provided in subsection (b) of this section, a person who is a member or manager of a limited liability company is not liable, solely by reason of being a member or manager, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, manager, agent or employee of the limited liability company.
2. Nothing contained in sections 34-100 to 34-242, inclusive, shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on October 1, 1993, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided any member, manager, agent or employee of a limited liability company rendering professional services formed under sections 34-100 to 34-242, inclusive, shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional services on behalf of the limited liability company to the person for whom such professional services were being rendered; and provided further the personal liability of members of a limited liability company rendering professional services formed under sections 34-100 to 34-242, inclusive, in their capacity as members of such limited liability company, shall be no greater in any aspect than that of a shareholder who is an employee of a corporation formed under chapter 601. A limited liability company rendering professional services shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, agents or employees while they are engaged on behalf of the limited liability company in the rendering of professional services.

Sec. 34-140.

Management.

1. Subject to any provisions of sections 34-100 to 34-242, inclusive, or the articles of organization, the business, property and affairs of a limited liability company shall be managed by its members.
2. The organizer or organizers may, in the articles of organization, and the members may, in any amendment to the articles of organization, vest management of the business, property and affairs of a limited liability company in a manager or managers.
3. The operating agreement of a limited liability company may contain any provisions for the regulation and management of its affairs, including provisions for the appointment or designation of officers by the members, if management of a limited liability company is vested in its member or members, or by the managers, if management of a limited liability company is vested in a manager or managers, which are not inconsistent with law, the articles of organization or any provisions of sections 34-100 to 34-242, inclusive. If the limited liability company has only one member, the operating agreement may be adopted by such member and the limited liability company or may be a statement adopted by such member.
4. If the management of a limited liability company is vested in a manager or managers, the operating agreement may set forth the number and qualification of the managers and the manner in which the managers are designated or elected, removed and replaced. Unless otherwise provided in the operating agreement or sections 34-100 to 34-242, inclusive: (1) Managers need not be members or natural persons; (2) designation or election of managers to fill initial positions or vacancies shall be by the vote of a majority in interest of the members; (3) any or all managers may be removed, with or without cause, by the vote of a majority in interest of the members; and (4) managers shall hold office until their successors are elected and qualified, unless removed as provided in subdivision (3) of this subsection. The operating agreement may provide that any class or group of members is entitled to designate or elect one or more managers. If the operating agreement provides that any class or group of members is entitled to designate or elect one or more managers, the vote of a majority in interest of the members in that class or group shall be required to fill any vacancies in manager positions designated or elected by such class or group of members.