The Executrix of a Member Is Not An Member

The Executrix of a Member Is Not An Member

      In a decision earlier this year from Connecticut, there was examined 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 there was not standing to bring that 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, 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, it was held that there was no standing to bring the action for dissolution.