Background
N.E. Construction Company, LLC, a Connecticut limited liability company that had voluntarily dissolved on January 21, 2020, filed a ten-count complaint in October 2023 against Brandon Anton, Daniel Anton Jr., Garrett Anton, and four related LLCs (collectively, the Anton defendants). The complaint alleged that the defendants misappropriated several pieces of construction equipment owned by the plaintiff—including a Miller curbing machine, a Caterpillar bulldozer, a screener, a compaction machine, and a Kobelco excavator—through conversion, statutory theft, replevin, unjust enrichment, and violations of the Connecticut Unfair Trade Practices Act.
The defendants moved to dismiss, arguing that because the plaintiff had been dissolved more than three years before the suit was filed, it had ceased to exist as a legal entity and lacked standing to invoke the court’s jurisdiction. The plaintiff countered that General Statutes § 34-267a of the Connecticut Uniform Limited Liability Company Act (CULLCA) expressly authorizes a dissolved LLC to prosecute civil actions as part of its winding-up process.
The trial court (Graff, J.) granted the motion to dismiss in August 2024, holding that although § 34-267a permits a dissolved LLC to litigate during winding up, the plaintiff had “not demonstrated that this action, which was filed in 2023, was filed during the winding up process.” The court entered judgment of dismissal as to all defendants for lack of subject matter jurisdiction, and the plaintiff appealed.
The Court’s Holding
The Connecticut Appellate Court reversed, holding that the trial court erred in two independent respects. First, the court held that § 34-267a imposes no pleading requirement obligating a dissolved LLC to allege its dissolution and winding-up status in order to have standing. Comparing § 34-267a to other CULLCA provisions that expressly require specific factual allegations—such as § 34-271(b) (direct actions by members) and § 34-271c (derivative actions)—the court applied the canon that the legislature’s omission of a pleading requirement from § 34-267a was intentional and significant. The court further reasoned that when a dissolved LLC sues to recover property or money damages, it is by definition engaging in winding up under § 34-267a, not conducting ongoing business, so there is nothing further it must demonstrate.
Second, the court held that § 34-267a imposes no strict temporal limitation on a dissolved LLC’s authority to prosecute and defend civil actions. The statute expressly limits only one listed winding-up activity—preserving “the company activities, affairs and property as a going concern for a reasonable time”—and the court applied the familiar canon that the legislature’s inclusion of an express time limit for one activity signals the absence of such a limit for others listed in the same subdivision. Because statutes of limitations and equitable defenses already protect defendants from stale claims, grafting an additional time bar onto § 34-267a would serve no purpose consistent with CULLCA’s objectives and would only benefit parties potentially liable to the LLC.
The court drew support from the Eleventh Circuit’s analysis of Alabama’s materially identical ULLCA provision in Thomas v. Clinton, 607 Fed. Appx. 903 (11th Cir. 2015), and from a recent Northern District of Illinois decision interpreting Florida’s analogous statute, and also found reinforcement in the Connecticut Supreme Court’s prior construction of the predecessor corporate winding-up statutes in Campisano v. Nardi, 212 Conn. 282 (1989). The court reversed the dismissal and remanded for further proceedings.
Key Takeaways
- A voluntarily dissolved Connecticut LLC retains standing to prosecute civil actions under CULLCA § 34-267a without pleading or affirmatively proving its dissolution status or that the lawsuit is part of a formal winding-up process—the act of suing to recover property or damages is itself a winding-up activity.
- Section 34-267a imposes no express or implied deadline on a dissolved LLC’s authority to litigate; the “reasonable time” limitation in the statute applies only to operating as a going concern, not to prosecuting or defending lawsuits.
- Courts should look to CULLCA’s broader statutory scheme when construing § 34-267a: where the legislature knew how to impose a pleading requirement or a time limit and did not do so in a given provision, courts should not read one in by implication.
- Defendants facing claims by a dissolved LLC are already protected by applicable statutes of limitations and equitable defenses; those safeguards, not an additional winding-up time bar, are the proper vehicle for timeliness challenges.
Why It Matters
This decision provides important clarity for attorneys representing dissolved LLCs in Connecticut litigation. Prior to this ruling, a dissolved entity’s standing to sue was vulnerable to dismissal simply because years had elapsed since dissolution or because the complaint did not recite winding-up language—risks that were especially acute given that Connecticut courts treat standing as a non-waivable, subject-matter-jurisdiction question that can be raised at any time. The Appellate Court’s holding eliminates both traps: plaintiffs’ counsel need not add boilerplate dissolution-and-winding-up allegations to preserve standing, and defendants cannot defeat claims solely by pointing to the gap between an LLC’s dissolution date and the filing of suit.
The decision also aligns Connecticut with the majority view among states that have adopted the Uniform Limited Liability Company Act, reinforcing the uniform-law objective codified in CULLCA § 34-283. Practitioners advising dissolved LLCs on asset recovery—or defending parties sued by them—should note that the proper battleground for timeliness is now squarely the statute of limitations and laches, not standing.