October 19, 2018

Under the Revised Uniform LLC Act the Executrix of a Member Is Not a Member

Written By

Thomas E. Rutledge
Member, Stoll Keenon Ogden PLLC

In a recent decision from Connecticut, the issue was the status of the executrix of a member vis-a-vis the LLC, a question considered in the context of whether the executrix may or may not seek the judicial dissolution of the LLC. In this instance, it was found that the executrix did not have standing to bring the action. Faienza v. T-N-B Marble-N-Granite, LLC, HHDCV176082028S, 66 Conn. L. Rptr. 213, 2018 WL 1882686 (Conn. Sup. Ct. March 26, 2018).

It was explained that under Connecticut’s prior LLC Act, upon the death of a member, most of the member’s rights, including the right to move for dissolution, passed to the member’s legal successor, with the court citing in support thereof Warren v. Cuseo Family, LLC, 138 A.3d 1099 (Conn. App. 2016). However, effective July 1, 2017, Connecticut adopted the Revised Uniform LLC Act under which, absent a written operating agreement providing to the contrary, the law “strips the legal successor of some of those membership rights, giving the successor the status of a ‘transferee’ rather than a member.”, citing C. G. S. § 34-259(c).

Finding that the right to bring an action for dissolution of the LLC is restricted to a member, and as the plaintiff executrix was a transferee, rather than a member, the court held that there was no standing to bring the action for dissolution.

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