Sec. 34-120. Formation. - Connecticut Statutes

      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.

      (P.A. 93-267, S. 10; P.A. 94-217, S. 4; P.A. 01-188, S. 6.)

      History: P.A. 94-217 replaced "person" and "persons" with "organizer" and "organizers", respectively, added provision requiring the preparation of a writing setting forth the name and residence address of initial members and, if applicable, the name and residence address of initial managers and added provision stating that the organizer or organizers have no obligation to make filings identifying the members or any managers but that the limited liability company is required to maintain a record of the members and any managers; P.A. 01-188 deleted provision that the "organizer or organizers shall have no obligation to make filings with the Secretary of the State identifying the members or any managers" and added provisions requiring the organizer or organizers to file a writing containing the name and respective business and residence addresses of a manager or member of the company, authorizing the Secretary of the State for good cause shown to accept a business address in lieu of business and residence addresses of such manager or member and providing that a showing of good cause includes, but is not limited to, a showing that public disclosure of the residence address of the manager or member may expose the personal security of such person to significant risk.