By Tony N. Woolard, Connecticut attorney and founder of Harborage Law, PLLC. Updated October 2026.
An operating agreement is the rulebook for your limited liability company. Here is what Connecticut law says about it and what a written agreement should cover.
Short answer
Every Connecticut LLC has an operating agreement, whether it is oral, implied, in a record, or a combination, and that includes single-member LLCs (Conn. Gen. Stat. Section 34-243a). It is not part of the Certificate of Organization filed with the state. When the agreement does not address a matter it governs, the default rules of Connecticut's LLC Act apply (Section 34-243d), so a written agreement is how you choose your own rules.
What the operating agreement governs
Under Section 34-243d, the operating agreement governs:
Relations among the members as members, and between the members and the LLC
The rights and duties of a person acting as a manager
The activities and affairs of the company and how they are conducted
How the operating agreement itself can be amended
Connecticut default rules you may want to change
If your agreement is silent, the LLC Act fills the gap. Two examples:
Management. An LLC is member-managed unless the operating agreement expressly provides that it is manager-managed or uses words of similar meaning (Section 34-255f).
Distributions. Unless the agreement says otherwise, distributions before dissolution are made in proportion to the contributions the company received and has not returned (Section 34-255c).
What an operating agreement cannot do
The LLC Act also sets limits. For example, an operating agreement may not vary the LLC's capacity to sue and be sued in its own name, may not alter or eliminate the duty of loyalty or the duty of care except as the statute allows, and may not eliminate the implied contractual obligation of good faith and fair dealing (Section 34-243d(c)).
What to include in a written operating agreement
Who the members are and what each contributed
Whether the LLC is member-managed or manager-managed
How profits, losses, and distributions are shared
How decisions are made and what requires a vote
What happens if a member wants to leave, becomes unable to work, or passes away
How new members can join and how ownership can be transferred
How the agreement can be amended
Frequently asked questions
Do single-member LLCs need an operating agreement?
Connecticut's definition of an operating agreement expressly includes the agreement of a sole member (Section 34-243a). A written agreement records your own rules instead of relying on the statute's defaults.
Do I file my operating agreement with the State of Connecticut?
No. The Certificate of Organization filed with the Secretary of the State does not include the operating agreement.
Can I write my own operating agreement?
Yes. Many owners choose to have an attorney draft or review it, especially when there are multiple members, because ownership and exit terms are the hardest to fix later.
Need an operating agreement?
Harborage Law drafts operating agreements for Connecticut LLCs, including single-member LLCs, with flat fees quoted in writing before any work begins. You can learn about our contract and IP agreement services, read our guide on how to start an LLC in Connecticut, or book a free consultation.
This article is general information, not legal advice, and reading it does not create an attorney-client relationship.
