N.E. Construction Co., LLC v. Anton

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N.E. Construction Co., LLC v. Anton

N.E. CONSTRUCTION COMPANY, LLC v.
BRANDON ANTON ET AL.
(AC 47951)
Alvord, Moll and Clark, Js.

Syllabus

The plaintiff appealed from the trial court’s judgment dismissing its action
for lack of subject matter jurisdiction following its grant of the defendants’
motion to dismiss. The plaintiff, a voluntarily dissolved limited liability
company, claimed that the court improperly concluded that it lacked stand-
ing because it failed to demonstrate that it had brought its action as part of
its winding up process. Held:
The trial court erred in granting the defendants’ motion to dismiss, as the
plaintiff was not required to plead and did not fail to demonstrate that it
brought this action as part of the process of winding up its affairs pursu-
ant to a provision (§ 34-267a) of the Connecticut Uniform Limited Liability
Company Act (§ 34-243 et seq.), as the language of § 34-267a clearly and
unambiguously authorized a dissolved limited liability company to prosecute
and defend civil actions as part of the winding up process, there was nothing
in that statute or the broader statutory scheme that suggested the legislature
intended to impose the requirement that an entity must plead its dissolution
and winding up status when initiating litigation, and § 34-267a does not
impose a strict time limitation on a limited liability company’s authority to
wind up its activities and affairs.

Argued January 20—officially released June 16, 2026

Procedural History

Action to recover damages for, inter alia, conversion,
and for other relief, brought to the Superior Court in the
judicial district of New London, where the court, Graff,
J., granted the motion to dismiss filed by the named
defendant et al. and rendered judgment of dismissal as
to all defendants, from which the plaintiff appealed to
this court. Reversed; further proceedings.
Beth A. Steele, for the appellant (plaintiff).
Drzislav Coric, with whom was Brandon H. Marley,
for the appellees (defendants).

Opinion

CLARK, J. The plaintiff, N.E. Construction Company,
LLC, appeals from the judgment of dismissal for lack of
N.E. Construction Co., LLC v. Anton

subject matter jurisdiction rendered by the trial court in
favor of the defendants, Brandon Anton, Daniel Anton,
Jr., Garrett Anton, Anton Paving and Construction,
LLC, Anton Paving, LLC, Anton Transport, LLC, and
Materials & More, LLC. On appeal, the plaintiff claims
that the trial court improperly concluded that the plain-
tiff, a voluntarily dissolved limited liability company,
lacked standing because it failed to demonstrate that it
brought this action as part of its winding up process.1
We agree and, accordingly, reverse the trial court’s
judgment.
The following procedural history is relevant to our
resolution of this appeal. On October 10, 2023, the
plaintiff filed a ten count complaint against the three
individual defendants and four limited liability com-
pany (LLC) defendants2 alleging that the defendants
misappropriated certain construction equipment owned
by the plaintiff. The complaint alleged that, “[a]t all
times mentioned [in the complaint], the plaintiff was a
Connecticut limited liability company . . . [and] was the
owner of [the construction equipment in question] . . . .”
The complaint asserted counts sounding in replevin, con-
version, statutory theft in violation of General Statutes
§ 52-564, unjust enrichment, violation of the Connecticut
Unfair Trade Practices Act (CUTPA), General Statutes
1
The plaintiff also claims that the trial court erred by (1) requiring it
to plead or otherwise demonstrate its standing because Practice Book
§ 10-1 provides that “[e]ach pleading shall contain a plain and concise
statement of the material facts on which the pleader relies, but not of
the evidence by which they are to be proved,” (2) failing to afford it,
as a matter of due process, notice of the court’s interpretation of Gen-
eral Statutes § 34-267a (b) (2) (B) and an evidentiary hearing to allow
it to demonstrate its action was brought during winding up, and (3)
failing to treat the motion to dismiss as a motion to strike. In light of
our conclusion that the court improperly concluded that the plaintiff
did not have standing pursuant to § 34-267a, we need not address the
plaintiff’s remaining claims.
2
In the complaint, the plaintiff alleges that Garrett Anton is a member
of Anton Paving and Construction, LLC, Daniel Anton, Jr., is a mem-
ber of Anton Paving, LLC, and Brandon Anton is a member of Anton
Transport, LLC, and Materials & More, LLC.
N.E. Construction Co., LLC v. Anton

§ 42-110a et seq., and loss of use.3 By way of relief, the
complaint sought, inter alia, the return of the construc-
tion equipment, compensatory damages, treble damages,
attorney’s fees and costs.
On January 4, 2024, the defendants Brandon Anton,
Garrett Anton, Anton Paving and Construction, LLC,
Anton Transport, LLC, and Materials & More, LLC,4
filed a motion to dismiss the action and a memorandum
of law in support thereof. In their motion, they argued
that the court lacked subject matter jurisdiction over
the action because the plaintiff was dissolved on Janu-
ary 21, 2020, and ceased to be a legal entity under the
Connecticut Uniform Limited Liability Company Act
(CULLCA), General Statutes § 34-243 et seq.5 The defen-
dants attached as an exhibit to their motion to dismiss
3
In counts one, two, and three, sounding in replevin, conversion and
statutory theft, respectively, the plaintiff alleges that, in August 2019,
Daniel Anton, Jr., took possession of a Miller curbing machine with the
plaintiff’s permission but has since refused to return the machine. In
counts four, five, and six, sounding in replevin, conversion, and statu-
tory theft, respectively, the plaintiff alleges that, on various dates in
November 2019, the defendants Brandon Anton, Daniel Anton, Jr.,
and/or Garrett Anton took possession of a D-5 HST Caterpillar bull-
dozer, Thomas ProTough 40 screener, and Stanley vibrating compaction
machine without the permission of the plaintiff and have since wrong-
fully detained the construction equipment. In count seven, the plaintiff
alleges unjust enrichment as to all the defendants for the wrongful
detention of the aforementioned construction equipment and its use
in furtherance of their respective businesses. In counts eight and nine,
the plaintiff alleges violations of CUTPA and loss of use against all the
defendants for their alleged misappropriation of the aforementioned
construction equipment. In count ten, sounding in conversion, the
plaintiff alleges that, in October 2019, Brandon Anton stole a Kobelco
excavator from the plaintiff and returned it upon demand, but that the
excavator was returned inoperable.
4
Although only Brandon Anton, Garrett Anton, Anton Paving and
Construction, LLC, Anton Transport, LLC, and Materials & More,
LLC, filed the motion to dismiss, the court dismissed the action in its
entirety as to all the defendants on the ground that the plaintiff lacked
standing. For ease of reference, we refer to the motion to dismiss as the
defendants’ motion to dismiss.
5
The defendants also argued that the plaintiff’s claims were barred
by the applicable statutes of limitations. The court rendered judgment
solely on the ground of standing, and the defendants have not raised
the statutes of limitations as an alternative ground for affirmance.
N.E. Construction Co., LLC v. Anton

a copy of a Certificate of Dissolution from the Office of
the Secretary of the State indicating that the plaintiff
had been dissolved on January 21, 2020.6
On January 25, 2024, the plaintiff filed an objection to
the defendants’ motion to dismiss, a supporting memo-
randum of law, and an affidavit. The plaintiff argued,
inter alia, that it had standing as a dissolved LLC to
bring the action pursuant to General Statutes § 34-267a,
which expressly authorizes a dissolved LLC to prosecute
or defend civil actions in winding up its activities and
affairs.7
On August 6, 2024, the court, Graff, J., issued a memo-
randum of decision granting the defendants’ motion to
dismiss the plaintiff’s complaint in its entirety for lack
of subject matter jurisdiction. In its memorandum, the
court first explained that, “[b]ecause the issue of standing
implicates subject matter jurisdiction, it may be a proper
basis for granting a motion to dismiss. . . . [T]he plaintiff
bears the burden of proving subject matter jurisdiction,
whenever and however raised. . . . [I]t is the burden of
the party who seeks the exercise of jurisdiction in his
favor . . . clearly to allege facts demonstrating that he is a
proper party to invoke judicial resolution of the dispute.”
(Citations omitted; internal quotation marks omitted.)
The court then concluded that the plaintiff did not have
standing to bring this action because, although “[u]nder
the clear language of [§ 34-267a (b) (2) (B)], a dissolved
limited liability company can file an action during the
winding up process,” in the present case, “the plaintiff
has not demonstrated that this action, which was filed
6
In its objection to the motion to dismiss, the plaintiff argued that
the exhibit was not authenticated and should not be considered. In the
trial court’s memorandum of decision, the court took judicial notice of
the certificate of dissolution as a public record. The plaintiff does not
challenge on appeal the court’s taking of judicial notice and does not
challenge its findings concerning whether or when it filed the certificate
of dissolution.
7
Argument on the motion to dismiss took place on April 29, 2024,
before the court, Graff, J. The defendants’ counsel did not appear for
argument. The plaintiff’s counsel presented an argument in opposition
to the motion to dismiss.
N.E. Construction Co., LLC v. Anton

in 2023, was filed during the winding up process.” As
a result, the court entered a judgment of dismissal of
the entire action on the ground that the plaintiff had
“failed to meet its burden of demonstrating that it has
standing and that the court has jurisdiction over this
matter.” This appeal followed. Additional facts will be
set forth as necessary.
We begin by setting forth the standard of review and
legal principles that govern our analysis. “A motion to
dismiss . . . properly attacks the jurisdiction of the court,
essentially asserting that the plaintiff cannot as a matter
of law and fact state a cause of action that should be heard
by the court. . . . A motion to dismiss tests, inter alia,
whether, on the face of the record, the court is without
jurisdiction. . . . [O]ur review of the trial court’s ultimate
legal conclusion and resulting [decision to] grant . . . the
motion to dismiss [is] de novo. . . . The issue of standing
implicates subject matter jurisdiction and is therefore
a basis for granting a motion to dismiss. . . . [I]t is the
burden of the party who seeks the exercise of jurisdiction
in his favor . . . clearly to allege facts demonstrating that
he is a proper party to invoke judicial resolution of the
dispute. . . . Standing is the legal right to set judicial
machinery in motion. One cannot rightfully invoke the
jurisdiction of the court unless he [or she] has, in an indi-
vidual or representative capacity, some real interest in
the cause of action, or a legal or equitable right, title or
interest in the subject matter of the controversy. . . . If a
party is found to lack standing, the court is consequently
without subject matter jurisdiction to determine the
cause. . . . In addition, because standing implicates the
court’s subject matter jurisdiction, the issue of standing
is not subject to waiver and may be raised at any time.”
(Citation omitted; internal quotation marks omitted.)
Rubin v. Brodie, 228 Conn. App. 617, 630–31, 325 A.3d
1096 (2024).
The question of whether the plaintiff has standing
to bring its claims under CULLCA presents an issue of
statutory construction and therefore is one over which
N.E. Construction Co., LLC v. Anton

this court’s review is plenary. See Styslinger v. Brewster
Park, LLC, 321 Conn. 312, 316, 138 A.3d 257 (2016)
(“[t]he question of whether the plaintiff, as assignee of
a membership interest in an LLC, has standing to bring
his claims under [The Connecticut Limited Liability
Company Act (CLLCA)],8 presents an issue of statutory
construction, also a question of law over which our review
is plenary” (footnote added)); see also Saunders v. Briner,
334 Conn. 135, 157, 221 A.3d 1 (2019) (“[t]he issue of
whether the CLLCA authorizes a member or manager of
a limited liability company to bring a derivative action
on its behalf presents a question of statutory interpreta-
tion, over which we exercise plenary review, guided by
well established principles regarding legislative intent”).
“When construing a statute, [o]ur fundamental objec-
tive is to ascertain and give effect to the apparent intent
of the legislature. . . . In seeking to determine that mean-
ing, General Statutes § 1-2z directs us first to consider
the text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . It is a basic tenet of
statutory construction that [w]e construe a statute as
a whole and read its subsections concurrently in order
to reach a reasonable overall interpretation.” (Internal
quotation marks omitted.) Rubin v. Brodie, supra, 228
Conn. App. 637.
Under CULLCA “[a] limited liability company has
the capacity to sue and be sued in its own name and the
power to do all things necessary or convenient to carry
on its activities and affairs.” General Statutes § 34-243h
(a). In addition, § 34-267a provides in relevant part: “(a)
A dissolved limited liability company shall wind up its
activities and affairs and, except as provided in section
8
The CLLCA was the predecessor to CULLCA. See Rubin v. Brodie,
supra, 228 Conn. App. 634.
N.E. Construction Co., LLC v. Anton

34-267b,9 the company continues after dissolution only
for the purpose of winding up.
“(b) In winding up its activities and affairs, a limited
liability company: (1) Shall: (A) Promptly after the dis-
solution, deliver to the Secretary of the State for fil-
ing a certificate of dissolution stating the name of the
company and that the company is dissolved; and (B)
discharge the company’s debts, obligations and other
liabilities, settle and close the company’s activities and
affairs, and marshal and distribute the assets of the com-
pany; and (2) may: (A) Preserve the company activities,
affairs and property as a going concern for a reasonable
time; (B) prosecute and defend actions and proceedings,
whether civil, criminal or administrative; (C) transfer
the company’s property; (D) settle disputes by media-
tion or arbitration; and (E) perform other acts necessary
or appropriate to the winding up.” (Emphasis added;
footnote added.)
The plaintiff claims that the trial court erred in con-
cluding that it did not have standing to bring its claims
under CULLCA because the clear and unambiguous lan-
guage of § 34-267a authorizes a dissolved LLC to pros-
ecute and defend civil actions as part of its winding up
process. The plaintiff argues that nothing in that statute
or our rules of practice requires a dissolved LLC to plead
or somehow demonstrate, beyond the very act of bringing
an action following its dissolution, that it is engaged in
the process of winding up its affairs. The plaintiff further
argues that the text of § 34-267a imposes no temporal
limitation on prosecuting and defending actions and,
therefore, a dissolved LLC does not need to demonstrate
that it was bringing an action within a prescribed time
period. The defendants counter that, because winding
up is the “sole remaining purpose of a dissolved entity’s
continued existence,” it is “implie[d] that the entity
must plead its dissolution and winding up status when
initiating litigation.” Although our analysis differs at
9
General Statutes § 34-267b provides the conditions for reinstatement
after dissolution.
N.E. Construction Co., LLC v. Anton

points, we agree with the plaintiff that the trial court
improperly concluded that it lacked standing to bring
this action pursuant to § 34-267a.
Section 34-267a (a) provides that an LLC continues
after dissolution for the purpose of winding up. Section
34-267a (b) (2) (B), in turn, expressly states that, in wind-
ing up its activities and affairs, a dissolved LLC may
prosecute and defend civil actions. Thus, the language
of § 34-267a clearly and unambiguously authorizes a dis-
solved LLC to prosecute and defend civil actions as part
of the winding up process. Nothing in the language in
§ 34-267a or the cases cited by the defendants supports
their argument on appeal that the plaintiff’s failure
to plead that it had dissolved and was in the process of
winding up deprived it of standing to prosecute this
action.10 The defendants nevertheless contend that the
statute “implies that the entity must plead its dissolu-
tion and winding up status when initiating litigation.”
We are not persuaded.
In addition to failing to identify any important purpose
that might be served by such a pleading requirement, the
defendants also fail to identify anything in § 34-267a or
10
Although the defendants cite a number of decisions that they claim
support their argument that a dissolved LLC must plead its dissolution
and winding up status to have standing to commence an action, those
cases are inapposite. See Styslinger v. Brewster Park, LLC, supra,
321 Conn. 318, 323 (because CLLCA only allows an assignee to trigger
winding up of LLC after dissolution had been brought, court concluded
that CLLCA “does not provide an assignee such as the plaintiff with
standing to seek the winding up of the affairs of an LLC in the absence
of a dissolution of that LLC”); Brochu v. Aesys Technologies, 159 Conn.
App. 584, 595–97, 123 A.3d 1236 (2015) (affirming dismissal of action
for failure to prosecute with due diligence under abuse of discretion
standard of review where executrix of deceased plaintiff’s estate waited
more than four years after plaintiff’s death to file motion to substitute
herself as plaintiff); Bongiorno v. J & G Realty, Superior Court, judicial
district of Stamford-Norwalk, Docket No. CV-XX-XXXXXXX-S (March 12,
2019) (plaintiff had standing to bring claims for judicial dissolution
and winding up of three defendant LLCs in which she had membership
interest but “failed to satisfy the proof required [to trigger] the [judicial]
dissolution and winding up of the three LLCs” for mismanagement at
trial), aff’d, 211 Conn. App. 311, 272 A.3d 700 (2022).
N.E. Construction Co., LLC v. Anton

the broader statutory scheme of CULLCA that suggests
the legislature intended to impose such a requirement.
On the contrary, a review of CULLCA reveals that, when
the legislature intended to impose a pleading require-
ment, it did so expressly. Indeed, and unlike § 34-267a,
other provisions of CULLCA expressly require a party to
allege certain facts in order to establish standing. Gen-
eral Statutes § 34-271 (b), for instance, requires that a
member bringing a direct action “must plead and prove
an actual or threatened injury that is not solely the result
of an injury suffered or threatened to be suffered by the
limited liability company.” Similarly, General Statutes
§ 34-271c requires that, “[i]n a derivative action, the
complaint must state with particularity: (1) The date
and content of the plaintiff’s demand and the response
by the managers or other members to the demand; or (2)
why the demand should be excused as futile.”
“[W]here a statute, with reference to one subject con-
tains a given provision, the omission of such provision
from a similar statute concerning a related subject . . . is
significant to show that a different intention existed.”
(Internal quotation marks omitted.) Rubin v. Brodie,
supra, 228 Conn. App. 645. The inclusion of such plead-
ing requirements elsewhere in CULLCA and the absence
of a similar pleading requirement in § 34-267a therefore
leads us to conclude that the legislature did not intend to
require a dissolved LLC to plead that it is in the process
of winding up in order to have standing to prosecute or
defend a civil action.
Although the defendants do not address the issue in
their brief, the court itself concluded that the plaintiff
lacked standing, not strictly on the basis of its failure
to plead in its complaint that it had dissolved and was
in the process of winding up its affairs, but because it
had failed to “demonstrate” that it was, in fact, in the
process of winding up its affairs. Specifically, the court
concluded that the plaintiff had “not demonstrated that
this action, which was filed in 2023, was filed during
the winding up process.” (Emphasis added.) It is not
N.E. Construction Co., LLC v. Anton

clear, however, what additional allegations or evidence
the court deemed necessary in order for the plaintiff to
make that showing. As noted, § 34-267a, itself, expressly
authorizes a dissolved LLC to prosecute a civil action for
the purpose of winding up its affairs. Moreover, when
viewed in the context of the broader statutory scheme
governing the winding up process under CULLCA, it is
clear that, when a dissolved LLC prosecutes a civil action
for the recovery of property or money damages, it is, by
definition, doing so as part of the process of winding up
its affairs, i.e., attempting to recover property for the
benefit of its creditors and members; it is not conduct-
ing business as a going concern. See General Statutes
§ 34-267f.11
In the portion of its memorandum of decision conclud-
ing that the plaintiff had failed to demonstrate that it
had brought this action as part of the winding up process,
the court observed that this action was filed in 2023. We
conclude that the court erred to the extent that it deter-
mined that the length of time that had passed between
when the plaintiff filed its certificate of dissolution and
when it commenced the present action was relevant to
whether the plaintiff had standing.
First, § 34-267a (a), which provides that “[a] dissolved
limited liability company shall wind up its activities and
affairs and, except as provided in section 34-267b, the
company continues after dissolution only for the purpose
11
General Statutes § 34-267f provides in relevant part: “(a) In wind-
ing up its activities and affairs, a limited liability company shall apply
its assets to discharge its obligations to creditors, including members
that are creditors.
“
(b) After a limited liability company complies with subsection (a) of
this section, any surplus must be distributed in the following order,
subject to any charging order in effect under section 34-259b: (1) To
members and persons dissociated as members, an amount equal to the
respective values of the contributions received by the limited liability
company and not returned to each such member and dissociated mem-
ber; and (2) to members and dissociated members, in shares which are
proportionate to their respective transferable interests, except to the
extent necessary to comply with any transfer effective under section
34-259a. . . .”
N.E. Construction Co., LLC v. Anton

of winding up,” imposes no deadline by which a dissolved
LLC must complete its winding up process. Second, and
unlike other provisions of CULLCA that impose a time
limitation on a dissolved LLC’s authority to complete
certain specific functions associated with the winding
up process, § 34-267a (b) includes no temporal limitation
on a dissolved LLC’s authority to prosecute and defend
actions. The preceding subdivision of the same subsec-
tion, on the other hand, provides that, in winding up its
activities and affairs, a dissolved LLC may “[p]reserve the
company activities, affairs and property as a going con-
cern for a reasonable time.” General Statutes § 34-267a
(b) (2) (A). Preserving a company’s activities and affairs
as a going concern means to engage in business opera-
tions. See Black’s Law Dictionary (12th Ed. 2024) p. 831
(defining “going concern” as “[a] commercial enterprise
actively engaging in business with the expectation of
indefinite continuance”). That is an entirely different
activity than prosecuting or defending a lawsuit, and
it is not surprising that the legislature would choose to
place limitations on a dissolved entity’s authority to con-
tinue operating as a business following dissolution. The
legislature’s inclusion of an express limitation on that
activity, however, is not evidence of an intent to place a
similar limitation on all other activities associated with
the process of winding up, particularly where the very
next activity listed in the same subdivision of the same
subsection of the statute, which is separated in the text
by a semicolon, includes no such limitation.
A number of courts from other jurisdictions that have
adopted similar versions of the Uniform Limited Liability
Company Act (ULLCA)12 have reached the same conclu-
12
Connecticut is one of a number of states to have adopted the ULLCA,
codified as CULLCA. See Benjamin v. Island Management, LLC, 341 Conn.
189, 205, 267 A.3d 19 (2021); see also Uniform Law Commission, Lim-
ited Liability Company Act, Revised, available at https://www.uniform
laws.org/committees/community-home?CommunityKey=bbea059c-6853
-4f45-b69b-7ca2e49cf740 (last visited June 11, 2026).
General Statutes § 34-283 of CULLCA provides: “In applying and
construing the provisions of the Connecticut Uniform Limited Liabil-
ity Company Act, consideration must be given to the need to promote
N.E. Construction Co., LLC v. Anton

sion. See Thomas v. Clinton, 607 Fed. Appx. 903, 907
(11th Cir. 2015) (“We also cannot infer that Alabama
law requires a dissolved LLC to complete its winding-up
procedures within a ‘reasonable’ time after dissolution.
Alabama law provides that the person winding-up a
dissolved LLC may, among other things, ‘preserve the
company business or property as a going concern for a
reasonable time.’ . . . This phrase is separated clearly by
semicolons from the other listed winding-up activities,
including, in pertinent part, the phrase ‘prosecute and
defend actions and proceedings’ and the phrase ‘per-
form other necessary and appropriate acts.’ . . . Under
the plain statutory language—and contrary to [the]
[p]laintiff’s argument—the term ‘for a reasonable time’
modifies only the ability to maintain the LLC’s business
as a going concern and imposes no time limitation on
the performance of the other listed winding-up activi-
ties.” (Citations omitted; emphasis in original.)); JerLib
Investors, LLC v. Cohn & Cohn, Docket No. 19-cv-06203
(ARW), 2025 WL 4235411, *4 (N.D. Ill. September 29,
2025) (concluding that, because Florida’s LLC statute
“provides no express temporal limitation on a dissolved
LLC’s right to prosecute and defend actions” but does
“within the same subsection. . . [provide] that a dissolved
LLC may ‘[p]reserve the company’s activities, affairs,
and property as a going concern for a reasonable time’ . . .
the lack of an express temporal limitation with respect
to litigation means there is none” (citation omitted;
emphasis in original)), appeal filed (7th Cir. April 7,
2026) (No. 26-1669).
Although other courts have interpreted versions of
ULLCA with language comparable to our own to include
a temporal limitation on a dissolved LLC’s authority to
wind up its activities and affairs, including its author-
ity to prosecute and defend civil actions, they generally
have inferred such a limitation from other provisions of
ULLCA that impose time limitations for the completion
uniformity of the law with respect to its subject matter among states
that enact it.”
N.E. Construction Co., LLC v. Anton

of other activities associated with winding up.13 As we
already have explained, however, the inclusion of a time
limitation with respect to one activity is not evidence of
an intention to include a time limitation on all activities.
To the contrary, and consistent with our conclusion
that CULLCA does not require an LLC to plead that it
is dissolved and winding up in order to have standing,
the inclusion of a time limitation for some activities,
but not others, demonstrates that the legislature knew
how to impose a time limitation on an activity and did
so explicitly when it intended for a time limitation to
apply. See Rubin v. Brodie, supra, 228 Conn. App. 645.
Moreover, a review of the broader statutory scheme
governing the winding up process convinces us that the
13
See, e.g., Dealerwing, LLC v. Lerner, Docket No. 21-cv-6429 (KMK),
2024 WL 4252497, *13 (S.D.N.Y. September 19, 2024) (implicitly
concluding that Florida LLC statute, which does not include express
time restriction on winding up process but “does state that a LLC may
preserve property ‘as a going concern for a reasonable time,’ ” contains
implied reasonable time limitation, but that five years was not unreason-
able as a matter of law (emphasis in original)); AsymaDesign, LLC v.
CBL & Associates Management, Inc., Docket No. 3:21-cv-50374 (IDJ),
2023 WL 3819337, *2–3 (N.D. Ill. June 5, 2023) (reading Illinois LLC
statute to imply reasonable time limitation on winding up and grant-
ing defendant’s motion to dismiss for lack of standing on basis that
three years and nine months from dissolution to filing of complaint
was unreasonable); Sienna Court Condominium Assn. v. Champion
Aluminum Corp., 75 N.E.3d 260, 281 (Ill. App. 2017) (concluding that
defendant’s counterclaim was properly dismissed for lack of standing
because, although winding up statute “does not state an exact time
limit in which a dissolved LLC must complete winding up,” it does state
that “[a] person winding up a limited liability company’s business may
preserve the company’s business or property as a going concern for a
reasonable time” and a “statute should be read as a whole and construed
so that no term is rendered superfluous or meaningless” (emphasis in
original; internal quotation marks omitted)), rev’d on other grounds, 129
N.E.3d 1112 (Ill. 2018); Deschamps v. Farwest Rock, LTD, 402 Mont.
15, 18, 19–20, 474 P.3d 1282 (2020) (concluding that “the more than
six years between [the plaintiff’s] dissolution and the commencement of
the lawsuit exceeded a reasonable amount of time for the [plaintiff] to
‘wind up’ its business affairs” where winding up statute did not specify
winding up period because “the statutory framework provides five years
in which administratively dissolved LLCs may seek reinstatement,”
indicating that legislature intended to impose finality upon dissolution
and, therefore, winding up should “be similarly limited in duration”).
N.E. Construction Co., LLC v. Anton

legislature’s decision to impose a time limitation on an
LLC’s authority to conduct some activities but not oth-
ers is entirely consistent with the overall purpose of the
statutes governing the winding up process, which is to
provide for an orderly process to cease business opera-
tions, liquidate assets, pay creditors, and distribute any
remaining assets to members. See Rev. Unif. Limited
Liability Company Act (2006) § 702, comment, 6C U.L.A.
138 (2016) (stating that winding up process entails fin-
ishing old business, collecting and paying debts, and
distributing any remaining assets to members); see also
Campisano v. Nardi, 212 Conn. 282, 289, 562 A.2d 1
(1989) (“[W]inding up is the process of closing out a
corporation’s business and affairs. The process often
involves the liquidation of properties, settlement of
claims, provision for the payment of debts following
dissolution, and then distribution of what remains of the
assets to shareholders or members, or to others entitled
to them.” (Internal quotation marks omitted.)). It is
entirely sensible, for instance, to impose time limitations
on a dissolved LLC’s authority to continue as a going
concern following dissolution because authorizing a dis-
solved LLC to continue business operations indefinitely
would run contrary to the very purposes of dissolution.
We can discern no clear purpose, however, that would be
served by imposing a time limitation on an LLC’s author-
ity to wind up its activities and affairs more generally,
including its authority to prosecute and defend claims.
Under CULLCA, a dissolved LLC has a duty to liquidate
its assets and to use those assets to pay its creditors and
make distributions to its members. See General Stat-
utes § 34-267f. Placing a time limitation on a dissolved
LLC’s authority to prosecute or defend claims, over and
above any statutes of limitations or equitable defenses
that otherwise may apply, would unnecessarily hinder
an LLC’s ability to maximize its assets for its creditors
and members. Indeed, the only parties that might ben-
efit from such a time limitation are those who may be
liable to the LLC. Those parties are already protected
from the delays associated with untimely actions by the
statutes of limitation or other equitable defenses that
N.E. Construction Co., LLC v. Anton

may apply to any claims a dissolved LLC asserts against
them. Providing such parties with even more protection
against claims brought by a dissolved LLC serves none of
the purposes of the winding up process under CULLCA.
Our Supreme Court’s precedent concerning the stat-
utes that once governed the winding up process for cor-
porations dissolved by forfeiture lends further support
to our conclusion that § 34-267a imposes no strict time
limitation on an LLC’s authority to wind up its activities
and affairs. In Campisano v. Nardi, supra, 212 Conn.
287, the plaintiff homeowners sought to hold the defen-
dant, the sole shareholder of a dissolved corporation,
personally liable for breaching a contract that the cor-
poration had entered into prior to its dissolution. Unlike
§ 34-267a, the winding up statute at issue in Campisano,
General Statutes (Rev. to 1985) § 33-378,14 included
language requiring a corporation dissolved by forfeiture
to “wind up its business and affairs as expeditiously as
practicable, and for such purpose it shall continue as a
corporation.” (Emphasis added.) See id., 288, quoting
General Statutes (Rev. to 1985) § 33-378 (b). “In pursuit
of their claim that corporate forfeiture imposed personal
liability upon the defendant [shareholder], the plaintiffs
contend[ed] that the defendant’s activities, subsequent to
his corporation’s dissolution for noncompliance with the
Connecticut corporation laws, did not constitute the kind
of winding up contemplated by our statutes.” Id., 287.
Specifically, the plaintiffs maintained “that two facts
preclude[d] a finding that the defendant was winding
up the corporation: first, that the defendant continued
working on their home and accepted payments under the
contract well beyond the date of dissolution; and second,
that the defendant had not yet complied with the notice
requirements of the winding up statute, General Statutes
[(Rev. to 1985)] § 33-379.” Id., 289.
Our Supreme Court rejected both claims. With respect
to the first claim, the court held that the “fact that the
14
Section 33-378 was repealed, effective January 1, 1997. See Public
Acts 1994, No. 94-186, § 214.
N.E. Construction Co., LLC v. Anton

defendant sought to complete his existing contractual
obligations and accepted payment for the work is entirely
consistent with an effort to wind up the corporation. Had
he succeeded, he would have eliminated a claim against
the corporation, thereby preserving some of the corpo-
ration’s assets for distribution when he completed the
winding up.” Id. In rejecting the plaintiff’s second claim,
the court noted that the purpose of the notice require-
ments of the winding up statutes was “to inform those
having claims against the corporation that its assets
will soon be distributed and that any claims that are not
asserted will be barred after the distribution.” Id. The
court further noted that “the notice statute [did] not
require that notice be sent within a fixed time, but instead
provide[d] for notice to be made [a]t any time after the
dissolution of a corporation.” (Internal quotation marks
omitted.) Id., 290, quoting General Statutes (Rev. to
1985) § 33-379 (d).15 Importantly for present purposes,
and notwithstanding the language in § 33-378 requir-
ing a corporation dissolved by forfeiture to wind up its
activities and affairs “as expeditiously as practicable,”
the court noted that it “has previously refrained from
imposing a strict time limit on the completion of winding
up activities. Stolman v. Boston Furniture Co., 120 Conn.
235, 244, 180 A. 507 (1935); S. Cross, [Corporation Law
in Connecticut (1972)], § 9.5, p. 476.” (Emphasis added.)
Campisano v. Nardi, supra, 212 Conn. 290.
To infer a time limitation on an LLC’s authority to
wind up its activities and affairs under § 34-267a, which
includes no language limiting the time in which an LLC
may exercise that authority, would run contrary to our
Supreme Court’s interpretation of a similar statute
that, on its face, required a corporation dissolved by
forfeiture to wind up its activities as soon as practicable.
Moreover, although we are mindful of the general maxim
that “[w]here a statute imposes a duty and is silent as to
when it is to be performed, a reasonable time is implied”;
(internal quotation marks omitted) Jewish Home for the
15
Section 33-379 was repealed, effective January 1, 1997. See Public
Acts 1994, No. 94-186, § 214.
N.E. Construction Co., LLC v. Anton

Elderly of Fairfield County, Inc. v. Cantore, 257 Conn.
531, 540, 778 A.2d 93 (2001); we are not persuaded that
the application of that maxim to § 34-267a compels the
conclusion that a dissolved LLC ceases to exist and loses
its authority to complete the winding up process if the
person responsible for winding up the LLC fails to do so
within a reasonable time. Rather, we conclude that, to
the extent there is an implied duty to wind up an LLC’s
affairs within a reasonable time, that duty runs to a
dissolved LLC’s creditors and members who, in some
circumstances, may be entitled to seek judicial oversight
of the winding up process or the appointment of a differ-
ent person to wind up the LLC’s activities and affairs.
See, e.g., General Statutes § 34-267a (e).16
Such an interpretation ensures that those with a legal
interest in the winding up process are protected, not
injured, when a person fails to wind up a company’s
affairs within a reasonable time. It also is entirely con-
sistent with our conclusion that an LLC does not lack
standing to prosecute or defend claims if it fails to do so
within a reasonable time. It is not difficult to understand
how CULLCA’s purposes might be served by requiring
a court to determine, upon the application of a member,
whether a person responsible for winding up a dissolved
LLC’s activities should be supervised or replaced for fail-
ing to wind up a company’s activities and affairs within
a reasonable time. For the reasons we have previously
discussed, however, we can discern no clear purpose of
CULLCA being served by requiring courts to determine,
on a case-by-case basis, whether a dissolved LLC has
standing to bring or defend an action based on the amount
16
Section 34-267a (e) establishes a process for members to apply to the
Superior Court for judicial supervision of the winding up process, includ-
ing the appointment of a person to wind up the company’s activities and
affairs. Additionally, the commentary to § 702 (b) of the ULLCA, which
is the winding up provision of the ULLCA on which § 34-267a is based,
indicates that a delay in winding up may constitute good cause for the
purposes of § 34-267a (e). See Rev. Unif. Limited Liability Company Act,
§ 702, comment, supra, 6C U.L.A. 138 (“[t]he particular circumstances
determine how long winding up may continue without giving ‘good
cause’ for court intervention under Section 702 (e)”).
N.E. Construction Co., LLC v. Anton

of time that may have passed since the LLC filed its cer-
tificate of dissolution with the Secretary of the State.
This interpretation also is in accord with how our
Supreme Court has applied the maxim inferring a rea-
sonable time limitation for the performance of a statu-
tory duty. In Jewish Home for the Elderly of Fairfield
County, Inc. v. Cantore, supra, 257 Conn. 532, 540–41,
for instance, the plaintiff nursing home brought an
action to recover on a probate bond for losses it suffered
due to the defendant conservator’s failure to pay a ward’s
expenses to the nursing home within a reasonable time.17
In concluding that the plaintiff had set forth a cogni-
zable claim on the probate bond, the court examined the
statutes governing a conservator’s statutory duties to
determine whether the plaintiff had sufficiently alleged
a breach of those duties. The court observed that General
Statutes § 45a-655 provides that a conservator of an
estate “shall manage all the estate and apply so much
of the net income thereof, and, if necessary, any part
of the principal of the property . . . to pay the ward’s
debts” and that General Statutes § 45a-656 imposes on
a conservator of a person “the duty to provide for the
care, comfort and maintenance of the ward . . . .” (Cita-
tion omitted; emphasis in original; internal quotation
marks omitted.) Id., 539–40. The court concluded that,
although those provisions did not expressly require that
those duties be performed within a reasonable time, such
a duty was implicit because, “[w]here a statute imposes
a duty and is silent as to when it is to be performed, a
reasonable time is implied.” (Internal quotation marks
omitted.) Id., 540. As a result, the court determined
that the plaintiff nursing home’s allegation that the
17
“[A] probate bond is . . . given to secure the faithful performance by
an appointed fiduciary of the duties of his trust and the administration
of and accounting for all moneys and other property coming into his
hands, as fiduciary, according to law. General Statutes § 45a-139 (a). The
fiduciary’s faithful performance of his legal duties is the condition on
which a probate bond is executed; General Statutes § 45a-139 (b); and,
accordingly, the failure of a fiduciary, such as a conservator, to perform
those duties faithfully results in a breach of the bond.” (Footnote omit-
ted; internal quotation marks omitted.) Jewish Home for the Elderly of
Fairfield County, Inc. v. Cantore, supra, 257 Conn. 538.
N.E. Construction Co., LLC v. Anton

defendant conservator failed to timely pay the ward’s
expenses to the nursing home, if true, would constitute
a breach of the conservator’s statutory duties and that
the plaintiff nursing home had stated a cognizable claim
against the probate bond. Id., 540–41.
Nothing in our Supreme Court’s decision in Cantore
suggests, however, that a conservator’s authority to
pay a ward’s expenses is extinguished if the conservator
fails to make such payments within a reasonable time.
Instead, the court held that the conservator could be
liable on the probate bond to a party with a legal inter-
est in the performance of the conservator’s statutory
duty. Similarly, under CULLCA, parties with a legal
interest in the proper distribution of a dissolved LLC’s
assets may be entitled to some form of relief if the person
responsible for winding up the LLC fails to do so within
a reasonable time. Affected members, for instance, may
apply to the Superior Court for judicial supervision of the
winding up process or for the appointment of a different
person to wind up the company’s activities and affairs.
See General Statutes § 34-267a (e). Just as it would be
contrary to the best interests of a ward and her creditors
to interpret the conservatorship statutes to extinguish
a conservator’s authority to act if he or she fails to do
so within a reasonable time, interpreting CULLCA to
extinguish an LLC’s authority to wind up its affairs and
activities, including its authority to prosecute and defend
claims, if the LLC fails to do so within a reasonable time
would be contrary to the best interests of the intended
beneficiaries of the winding up process.
For the foregoing reasons, we conclude that the plain-
tiff was not required to plead and did not fail to demon-
strate that it brought this action as part of the process
of winding up its affairs under § 34-267a. Accordingly,
the trial court erred in granting the defendants’ motion
to dismiss.
The judgment is reversed and the case is remanded for
further proceedings according to law.
In this opinion the other judges concurred.

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N.E. Construction Co., LLC v. Anton

N.E. CONSTRUCTION COMPANY, LLC v.
BRANDON ANTON ET AL.
(AC 47951)
Alvord, Moll and Clark, Js.

Syllabus

The plaintiff appealed from the trial court’s judgment dismissing its action
for lack of subject matter jurisdiction following its grant of the defendants’
motion to dismiss. The plaintiff, a voluntarily dissolved limited liability
company, claimed that the court improperly concluded that it lacked stand-
ing because it failed to demonstrate that it had brought its action as part of
its winding up process. Held:
The trial court erred in granting the defendants’ motion to dismiss, as the
plaintiff was not required to plead and did not fail to demonstrate that it
brought this action as part of the process of winding up its affairs pursu-
ant to a provision (§ 34-267a) of the Connecticut Uniform Limited Liability
Company Act (§ 34-243 et seq.), as the language of § 34-267a clearly and
unambiguously authorized a dissolved limited liability company to prosecute
and defend civil actions as part of the winding up process, there was nothing
in that statute or the broader statutory scheme that suggested the legislature
intended to impose the requirement that an entity must plead its dissolution
and winding up status when initiating litigation, and § 34-267a does not
impose a strict time limitation on a limited liability company’s authority to
wind up its activities and affairs.

Argued January 20—officially released June 16, 2026

Procedural History

Action to recover damages for, inter alia, conversion,
and for other relief, brought to the Superior Court in the
judicial district of New London, where the court, Graff,
J., granted the motion to dismiss filed by the named
defendant et al. and rendered judgment of dismissal as
to all defendants, from which the plaintiff appealed to
this court. Reversed; further proceedings.
Beth A. Steele, for the appellant (plaintiff).
Drzislav Coric, with whom was Brandon H. Marley,
for the appellees (defendants).

Opinion

CLARK, J. The plaintiff, N.E. Construction Company,
LLC, appeals from the judgment of dismissal for lack of
N.E. Construction Co., LLC v. Anton

subject matter jurisdiction rendered by the trial court in
favor of the defendants, Brandon Anton, Daniel Anton,
Jr., Garrett Anton, Anton Paving and Construction,
LLC, Anton Paving, LLC, Anton Transport, LLC, and
Materials & More, LLC. On appeal, the plaintiff claims
that the trial court improperly concluded that the plain-
tiff, a voluntarily dissolved limited liability company,
lacked standing because it failed to demonstrate that it
brought this action as part of its winding up process.1
We agree and, accordingly, reverse the trial court’s
judgment.
The following procedural history is relevant to our
resolution of this appeal. On October 10, 2023, the
plaintiff filed a ten count complaint against the three
individual defendants and four limited liability com-
pany (LLC) defendants2 alleging that the defendants
misappropriated certain construction equipment owned
by the plaintiff. The complaint alleged that, “[a]t all
times mentioned [in the complaint], the plaintiff was a
Connecticut limited liability company . . . [and] was the
owner of [the construction equipment in question] . . . .”
The complaint asserted counts sounding in replevin, con-
version, statutory theft in violation of General Statutes
§ 52-564, unjust enrichment, violation of the Connecticut
Unfair Trade Practices Act (CUTPA), General Statutes
1
The plaintiff also claims that the trial court erred by (1) requiring it
to plead or otherwise demonstrate its standing because Practice Book
§ 10-1 provides that “[e]ach pleading shall contain a plain and concise
statement of the material facts on which the pleader relies, but not of
the evidence by which they are to be proved,” (2) failing to afford it,
as a matter of due process, notice of the court’s interpretation of Gen-
eral Statutes § 34-267a (b) (2) (B) and an evidentiary hearing to allow
it to demonstrate its action was brought during winding up, and (3)
failing to treat the motion to dismiss as a motion to strike. In light of
our conclusion that the court improperly concluded that the plaintiff
did not have standing pursuant to § 34-267a, we need not address the
plaintiff’s remaining claims.
2
In the complaint, the plaintiff alleges that Garrett Anton is a member
of Anton Paving and Construction, LLC, Daniel Anton, Jr., is a mem-
ber of Anton Paving, LLC, and Brandon Anton is a member of Anton
Transport, LLC, and Materials & More, LLC.
N.E. Construction Co., LLC v. Anton

§ 42-110a et seq., and loss of use.3 By way of relief, the
complaint sought, inter alia, the return of the construc-
tion equipment, compensatory damages, treble damages,
attorney’s fees and costs.
On January 4, 2024, the defendants Brandon Anton,
Garrett Anton, Anton Paving and Construction, LLC,
Anton Transport, LLC, and Materials & More, LLC,4
filed a motion to dismiss the action and a memorandum
of law in support thereof. In their motion, they argued
that the court lacked subject matter jurisdiction over
the action because the plaintiff was dissolved on Janu-
ary 21, 2020, and ceased to be a legal entity under the
Connecticut Uniform Limited Liability Company Act
(CULLCA), General Statutes § 34-243 et seq.5 The defen-
dants attached as an exhibit to their motion to dismiss
3
In counts one, two, and three, sounding in replevin, conversion and
statutory theft, respectively, the plaintiff alleges that, in August 2019,
Daniel Anton, Jr., took possession of a Miller curbing machine with the
plaintiff’s permission but has since refused to return the machine. In
counts four, five, and six, sounding in replevin, conversion, and statu-
tory theft, respectively, the plaintiff alleges that, on various dates in
November 2019, the defendants Brandon Anton, Daniel Anton, Jr.,
and/or Garrett Anton took possession of a D-5 HST Caterpillar bull-
dozer, Thomas ProTough 40 screener, and Stanley vibrating compaction
machine without the permission of the plaintiff and have since wrong-
fully detained the construction equipment. In count seven, the plaintiff
alleges unjust enrichment as to all the defendants for the wrongful
detention of the aforementioned construction equipment and its use
in furtherance of their respective businesses. In counts eight and nine,
the plaintiff alleges violations of CUTPA and loss of use against all the
defendants for their alleged misappropriation of the aforementioned
construction equipment. In count ten, sounding in conversion, the
plaintiff alleges that, in October 2019, Brandon Anton stole a Kobelco
excavator from the plaintiff and returned it upon demand, but that the
excavator was returned inoperable.
4
Although only Brandon Anton, Garrett Anton, Anton Paving and
Construction, LLC, Anton Transport, LLC, and Materials & More,
LLC, filed the motion to dismiss, the court dismissed the action in its
entirety as to all the defendants on the ground that the plaintiff lacked
standing. For ease of reference, we refer to the motion to dismiss as the
defendants’ motion to dismiss.
5
The defendants also argued that the plaintiff’s claims were barred
by the applicable statutes of limitations. The court rendered judgment
solely on the ground of standing, and the defendants have not raised
the statutes of limitations as an alternative ground for affirmance.
N.E. Construction Co., LLC v. Anton

a copy of a Certificate of Dissolution from the Office of
the Secretary of the State indicating that the plaintiff
had been dissolved on January 21, 2020.6
On January 25, 2024, the plaintiff filed an objection to
the defendants’ motion to dismiss, a supporting memo-
randum of law, and an affidavit. The plaintiff argued,
inter alia, that it had standing as a dissolved LLC to
bring the action pursuant to General Statutes § 34-267a,
which expressly authorizes a dissolved LLC to prosecute
or defend civil actions in winding up its activities and
affairs.7
On August 6, 2024, the court, Graff, J., issued a memo-
randum of decision granting the defendants’ motion to
dismiss the plaintiff’s complaint in its entirety for lack
of subject matter jurisdiction. In its memorandum, the
court first explained that, “[b]ecause the issue of standing
implicates subject matter jurisdiction, it may be a proper
basis for granting a motion to dismiss. . . . [T]he plaintiff
bears the burden of proving subject matter jurisdiction,
whenever and however raised. . . . [I]t is the burden of
the party who seeks the exercise of jurisdiction in his
favor . . . clearly to allege facts demonstrating that he is a
proper party to invoke judicial resolution of the dispute.”
(Citations omitted; internal quotation marks omitted.)
The court then concluded that the plaintiff did not have
standing to bring this action because, although “[u]nder
the clear language of [§ 34-267a (b) (2) (B)], a dissolved
limited liability company can file an action during the
winding up process,” in the present case, “the plaintiff
has not demonstrated that this action, which was filed
6
In its objection to the motion to dismiss, the plaintiff argued that
the exhibit was not authenticated and should not be considered. In the
trial court’s memorandum of decision, the court took judicial notice of
the certificate of dissolution as a public record. The plaintiff does not
challenge on appeal the court’s taking of judicial notice and does not
challenge its findings concerning whether or when it filed the certificate
of dissolution.
7
Argument on the motion to dismiss took place on April 29, 2024,
before the court, Graff, J. The defendants’ counsel did not appear for
argument. The plaintiff’s counsel presented an argument in opposition
to the motion to dismiss.
N.E. Construction Co., LLC v. Anton

in 2023, was filed during the winding up process.” As
a result, the court entered a judgment of dismissal of
the entire action on the ground that the plaintiff had
“failed to meet its burden of demonstrating that it has
standing and that the court has jurisdiction over this
matter.” This appeal followed. Additional facts will be
set forth as necessary.
We begin by setting forth the standard of review and
legal principles that govern our analysis. “A motion to
dismiss . . . properly attacks the jurisdiction of the court,
essentially asserting that the plaintiff cannot as a matter
of law and fact state a cause of action that should be heard
by the court. . . . A motion to dismiss tests, inter alia,
whether, on the face of the record, the court is without
jurisdiction. . . . [O]ur review of the trial court’s ultimate
legal conclusion and resulting [decision to] grant . . . the
motion to dismiss [is] de novo. . . . The issue of standing
implicates subject matter jurisdiction and is therefore
a basis for granting a motion to dismiss. . . . [I]t is the
burden of the party who seeks the exercise of jurisdiction
in his favor . . . clearly to allege facts demonstrating that
he is a proper party to invoke judicial resolution of the
dispute. . . . Standing is the legal right to set judicial
machinery in motion. One cannot rightfully invoke the
jurisdiction of the court unless he [or she] has, in an indi-
vidual or representative capacity, some real interest in
the cause of action, or a legal or equitable right, title or
interest in the subject matter of the controversy. . . . If a
party is found to lack standing, the court is consequently
without subject matter jurisdiction to determine the
cause. . . . In addition, because standing implicates the
court’s subject matter jurisdiction, the issue of standing
is not subject to waiver and may be raised at any time.”
(Citation omitted; internal quotation marks omitted.)
Rubin v. Brodie, 228 Conn. App. 617, 630–31, 325 A.3d
1096 (2024).
The question of whether the plaintiff has standing
to bring its claims under CULLCA presents an issue of
statutory construction and therefore is one over which
N.E. Construction Co., LLC v. Anton

this court’s review is plenary. See Styslinger v. Brewster
Park, LLC, 321 Conn. 312, 316, 138 A.3d 257 (2016)
(“[t]he question of whether the plaintiff, as assignee of
a membership interest in an LLC, has standing to bring
his claims under [The Connecticut Limited Liability
Company Act (CLLCA)],8 presents an issue of statutory
construction, also a question of law over which our review
is plenary” (footnote added)); see also Saunders v. Briner,
334 Conn. 135, 157, 221 A.3d 1 (2019) (“[t]he issue of
whether the CLLCA authorizes a member or manager of
a limited liability company to bring a derivative action
on its behalf presents a question of statutory interpreta-
tion, over which we exercise plenary review, guided by
well established principles regarding legislative intent”).
“When construing a statute, [o]ur fundamental objec-
tive is to ascertain and give effect to the apparent intent
of the legislature. . . . In seeking to determine that mean-
ing, General Statutes § 1-2z directs us first to consider
the text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . It is a basic tenet of
statutory construction that [w]e construe a statute as
a whole and read its subsections concurrently in order
to reach a reasonable overall interpretation.” (Internal
quotation marks omitted.) Rubin v. Brodie, supra, 228
Conn. App. 637.
Under CULLCA “[a] limited liability company has
the capacity to sue and be sued in its own name and the
power to do all things necessary or convenient to carry
on its activities and affairs.” General Statutes § 34-243h
(a). In addition, § 34-267a provides in relevant part: “(a)
A dissolved limited liability company shall wind up its
activities and affairs and, except as provided in section
8
The CLLCA was the predecessor to CULLCA. See Rubin v. Brodie,
supra, 228 Conn. App. 634.
N.E. Construction Co., LLC v. Anton

34-267b,9 the company continues after dissolution only
for the purpose of winding up.
“(b) In winding up its activities and affairs, a limited
liability company: (1) Shall: (A) Promptly after the dis-
solution, deliver to the Secretary of the State for fil-
ing a certificate of dissolution stating the name of the
company and that the company is dissolved; and (B)
discharge the company’s debts, obligations and other
liabilities, settle and close the company’s activities and
affairs, and marshal and distribute the assets of the com-
pany; and (2) may: (A) Preserve the company activities,
affairs and property as a going concern for a reasonable
time; (B) prosecute and defend actions and proceedings,
whether civil, criminal or administrative; (C) transfer
the company’s property; (D) settle disputes by media-
tion or arbitration; and (E) perform other acts necessary
or appropriate to the winding up.” (Emphasis added;
footnote added.)
The plaintiff claims that the trial court erred in con-
cluding that it did not have standing to bring its claims
under CULLCA because the clear and unambiguous lan-
guage of § 34-267a authorizes a dissolved LLC to pros-
ecute and defend civil actions as part of its winding up
process. The plaintiff argues that nothing in that statute
or our rules of practice requires a dissolved LLC to plead
or somehow demonstrate, beyond the very act of bringing
an action following its dissolution, that it is engaged in
the process of winding up its affairs. The plaintiff further
argues that the text of § 34-267a imposes no temporal
limitation on prosecuting and defending actions and,
therefore, a dissolved LLC does not need to demonstrate
that it was bringing an action within a prescribed time
period. The defendants counter that, because winding
up is the “sole remaining purpose of a dissolved entity’s
continued existence,” it is “implie[d] that the entity
must plead its dissolution and winding up status when
initiating litigation.” Although our analysis differs at
9
General Statutes § 34-267b provides the conditions for reinstatement
after dissolution.
N.E. Construction Co., LLC v. Anton

points, we agree with the plaintiff that the trial court
improperly concluded that it lacked standing to bring
this action pursuant to § 34-267a.
Section 34-267a (a) provides that an LLC continues
after dissolution for the purpose of winding up. Section
34-267a (b) (2) (B), in turn, expressly states that, in wind-
ing up its activities and affairs, a dissolved LLC may
prosecute and defend civil actions. Thus, the language
of § 34-267a clearly and unambiguously authorizes a dis-
solved LLC to prosecute and defend civil actions as part
of the winding up process. Nothing in the language in
§ 34-267a or the cases cited by the defendants supports
their argument on appeal that the plaintiff’s failure
to plead that it had dissolved and was in the process of
winding up deprived it of standing to prosecute this
action.10 The defendants nevertheless contend that the
statute “implies that the entity must plead its dissolu-
tion and winding up status when initiating litigation.”
We are not persuaded.
In addition to failing to identify any important purpose
that might be served by such a pleading requirement, the
defendants also fail to identify anything in § 34-267a or
10
Although the defendants cite a number of decisions that they claim
support their argument that a dissolved LLC must plead its dissolution
and winding up status to have standing to commence an action, those
cases are inapposite. See Styslinger v. Brewster Park, LLC, supra,
321 Conn. 318, 323 (because CLLCA only allows an assignee to trigger
winding up of LLC after dissolution had been brought, court concluded
that CLLCA “does not provide an assignee such as the plaintiff with
standing to seek the winding up of the affairs of an LLC in the absence
of a dissolution of that LLC”); Brochu v. Aesys Technologies, 159 Conn.
App. 584, 595–97, 123 A.3d 1236 (2015) (affirming dismissal of action
for failure to prosecute with due diligence under abuse of discretion
standard of review where executrix of deceased plaintiff’s estate waited
more than four years after plaintiff’s death to file motion to substitute
herself as plaintiff); Bongiorno v. J & G Realty, Superior Court, judicial
district of Stamford-Norwalk, Docket No. CV-XX-XXXXXXX-S (March 12,
2019) (plaintiff had standing to bring claims for judicial dissolution
and winding up of three defendant LLCs in which she had membership
interest but “failed to satisfy the proof required [to trigger] the [judicial]
dissolution and winding up of the three LLCs” for mismanagement at
trial), aff’d, 211 Conn. App. 311, 272 A.3d 700 (2022).
N.E. Construction Co., LLC v. Anton

the broader statutory scheme of CULLCA that suggests
the legislature intended to impose such a requirement.
On the contrary, a review of CULLCA reveals that, when
the legislature intended to impose a pleading require-
ment, it did so expressly. Indeed, and unlike § 34-267a,
other provisions of CULLCA expressly require a party to
allege certain facts in order to establish standing. Gen-
eral Statutes § 34-271 (b), for instance, requires that a
member bringing a direct action “must plead and prove
an actual or threatened injury that is not solely the result
of an injury suffered or threatened to be suffered by the
limited liability company.” Similarly, General Statutes
§ 34-271c requires that, “[i]n a derivative action, the
complaint must state with particularity: (1) The date
and content of the plaintiff’s demand and the response
by the managers or other members to the demand; or (2)
why the demand should be excused as futile.”
“[W]here a statute, with reference to one subject con-
tains a given provision, the omission of such provision
from a similar statute concerning a related subject . . . is
significant to show that a different intention existed.”
(Internal quotation marks omitted.) Rubin v. Brodie,
supra, 228 Conn. App. 645. The inclusion of such plead-
ing requirements elsewhere in CULLCA and the absence
of a similar pleading requirement in § 34-267a therefore
leads us to conclude that the legislature did not intend to
require a dissolved LLC to plead that it is in the process
of winding up in order to have standing to prosecute or
defend a civil action.
Although the defendants do not address the issue in
their brief, the court itself concluded that the plaintiff
lacked standing, not strictly on the basis of its failure
to plead in its complaint that it had dissolved and was
in the process of winding up its affairs, but because it
had failed to “demonstrate” that it was, in fact, in the
process of winding up its affairs. Specifically, the court
concluded that the plaintiff had “not demonstrated that
this action, which was filed in 2023, was filed during
the winding up process.” (Emphasis added.) It is not
N.E. Construction Co., LLC v. Anton

clear, however, what additional allegations or evidence
the court deemed necessary in order for the plaintiff to
make that showing. As noted, § 34-267a, itself, expressly
authorizes a dissolved LLC to prosecute a civil action for
the purpose of winding up its affairs. Moreover, when
viewed in the context of the broader statutory scheme
governing the winding up process under CULLCA, it is
clear that, when a dissolved LLC prosecutes a civil action
for the recovery of property or money damages, it is, by
definition, doing so as part of the process of winding up
its affairs, i.e., attempting to recover property for the
benefit of its creditors and members; it is not conduct-
ing business as a going concern. See General Statutes
§ 34-267f.11
In the portion of its memorandum of decision conclud-
ing that the plaintiff had failed to demonstrate that it
had brought this action as part of the winding up process,
the court observed that this action was filed in 2023. We
conclude that the court erred to the extent that it deter-
mined that the length of time that had passed between
when the plaintiff filed its certificate of dissolution and
when it commenced the present action was relevant to
whether the plaintiff had standing.
First, § 34-267a (a), which provides that “[a] dissolved
limited liability company shall wind up its activities and
affairs and, except as provided in section 34-267b, the
company continues after dissolution only for the purpose
11
General Statutes § 34-267f provides in relevant part: “(a) In wind-
ing up its activities and affairs, a limited liability company shall apply
its assets to discharge its obligations to creditors, including members
that are creditors.
“(b) After a limited liability company complies with subsection (a) of
this section, any surplus must be distributed in the following order,
subject to any charging order in effect under section 34-259b: (1) To
members and persons dissociated as members, an amount equal to the
respective values of the contributions received by the limited liability
company and not returned to each such member and dissociated mem-
ber; and (2) to members and dissociated members, in shares which are
proportionate to their respective transferable interests, except to the
extent necessary to comply with any transfer effective under section
34-259a. . . .”
N.E. Construction Co., LLC v. Anton

of winding up,” imposes no deadline by which a dissolved
LLC must complete its winding up process. Second, and
unlike other provisions of CULLCA that impose a time
limitation on a dissolved LLC’s authority to complete
certain specific functions associated with the winding
up process, § 34-267a (b) includes no temporal limitation
on a dissolved LLC’s authority to prosecute and defend
actions. The preceding subdivision of the same subsec-
tion, on the other hand, provides that, in winding up its
activities and affairs, a dissolved LLC may “[p]reserve the
company activities, affairs and property as a going con-
cern for a reasonable time.” General Statutes § 34-267a
(b) (2) (A). Preserving a company’s activities and affairs
as a going concern means to engage in business opera-
tions. See Black’s Law Dictionary (12th Ed. 2024) p. 831
(defining “going concern” as “[a] commercial enterprise
actively engaging in business with the expectation of
indefinite continuance”). That is an entirely different
activity than prosecuting or defending a lawsuit, and
it is not surprising that the legislature would choose to
place limitations on a dissolved entity’s authority to con-
tinue operating as a business following dissolution. The
legislature’s inclusion of an express limitation on that
activity, however, is not evidence of an intent to place a
similar limitation on all other activities associated with
the process of winding up, particularly where the very
next activity listed in the same subdivision of the same
subsection of the statute, which is separated in the text
by a semicolon, includes no such limitation.
A number of courts from other jurisdictions that have
adopted similar versions of the Uniform Limited Liability
Company Act (ULLCA)12 have reached the same conclu-
12
Connecticut is one of a number of states to have adopted the ULLCA,
codified as CULLCA. See Benjamin v. Island Management, LLC, 341 Conn.
189, 205, 267 A.3d 19 (2021); see also Uniform Law Commission, Lim-
ited Liability Company Act, Revised, available at https://www.uniform
laws.org/committees/community-home?CommunityKey=bbea059c-6853
-4f45-b69b-7ca2e49cf740 (last visited June 11, 2026).
General Statutes § 34-283 of CULLCA provides: “In applying and
construing the provisions of the Connecticut Uniform Limited Liabil-
ity Company Act, consideration must be given to the need to promote
N.E. Construction Co., LLC v. Anton

sion. See Thomas v. Clinton, 607 Fed. Appx. 903, 907
(11th Cir. 2015) (“We also cannot infer that Alabama
law requires a dissolved LLC to complete its winding-up
procedures within a ‘reasonable’ time after dissolution.
Alabama law provides that the person winding-up a
dissolved LLC may, among other things, ‘preserve the
company business or property as a going concern for a
reasonable time.’ . . . This phrase is separated clearly by
semicolons from the other listed winding-up activities,
including, in pertinent part, the phrase ‘prosecute and
defend actions and proceedings’ and the phrase ‘per-
form other necessary and appropriate acts.’ . . . Under
the plain statutory language—and contrary to [the]
[p]laintiff’s argument—the term ‘for a reasonable time’
modifies only the ability to maintain the LLC’s business
as a going concern and imposes no time limitation on
the performance of the other listed winding-up activi-
ties.” (Citations omitted; emphasis in original.)); JerLib
Investors, LLC v. Cohn & Cohn, Docket No. 19-cv-06203
(ARW), 2025 WL 4235411, *4 (N.D. Ill. September 29,
2025) (concluding that, because Florida’s LLC statute
“provides no express temporal limitation on a dissolved
LLC’s right to prosecute and defend actions” but does
“within the same subsection. . . [provide] that a dissolved
LLC may ‘[p]reserve the company’s activities, affairs,
and property as a going concern for a reasonable time’ . . .
the lack of an express temporal limitation with respect
to litigation means there is none” (citation omitted;
emphasis in original)), appeal filed (7th Cir. April 7,
2026) (No. 26-1669).
Although other courts have interpreted versions of
ULLCA with language comparable to our own to include
a temporal limitation on a dissolved LLC’s authority to
wind up its activities and affairs, including its author-
ity to prosecute and defend civil actions, they generally
have inferred such a limitation from other provisions of
ULLCA that impose time limitations for the completion
uniformity of the law with respect to its subject matter among states
that enact it.”
N.E. Construction Co., LLC v. Anton

of other activities associated with winding up.13 As we
already have explained, however, the inclusion of a time
limitation with respect to one activity is not evidence of
an intention to include a time limitation on all activities.
To the contrary, and consistent with our conclusion
that CULLCA does not require an LLC to plead that it
is dissolved and winding up in order to have standing,
the inclusion of a time limitation for some activities,
but not others, demonstrates that the legislature knew
how to impose a time limitation on an activity and did
so explicitly when it intended for a time limitation to
apply. See Rubin v. Brodie, supra, 228 Conn. App. 645.
Moreover, a review of the broader statutory scheme
governing the winding up process convinces us that the
13
See, e.g., Dealerwing, LLC v. Lerner, Docket No. 21-cv-6429 (KMK),
2024 WL 4252497, *13 (S.D.N.Y. September 19, 2024) (implicitly
concluding that Florida LLC statute, which does not include express
time restriction on winding up process but “does state that a LLC may
preserve property ‘as a going concern for a reasonable time,’ ” contains
implied reasonable time limitation, but that five years was not unreason-
able as a matter of law (emphasis in original)); AsymaDesign, LLC v.
CBL & Associates Management, Inc., Docket No. 3:21-cv-50374 (IDJ),
2023 WL 3819337, *2–3 (N.D. Ill. June 5, 2023) (reading Illinois LLC
statute to imply reasonable time limitation on winding up and grant-
ing defendant’s motion to dismiss for lack of standing on basis that
three years and nine months from dissolution to filing of complaint
was unreasonable); Sienna Court Condominium Assn. v. Champion
Aluminum Corp., 75 N.E.3d 260, 281 (Ill. App. 2017) (concluding that
defendant’s counterclaim was properly dismissed for lack of standing
because, although winding up statute “does not state an exact time
limit in which a dissolved LLC must complete winding up,” it does state
that “[a] person winding up a limited liability company’s business may
preserve the company’s business or property as a going concern for a
reasonable time” and a “statute should be read as a whole and construed
so that no term is rendered superfluous or meaningless” (emphasis in
original; internal quotation marks omitted)), rev’d on other grounds, 129
N.E.3d 1112 (Ill. 2018); Deschamps v. Farwest Rock, LTD, 402 Mont.
15, 18, 19–20, 474 P.3d 1282 (2020) (concluding that “the more than
six years between [the plaintiff’s] dissolution and the commencement of
the lawsuit exceeded a reasonable amount of time for the [plaintiff] to
‘wind up’ its business affairs” where winding up statute did not specify
winding up period because “the statutory framework provides five years
in which administratively dissolved LLCs may seek reinstatement,”
indicating that legislature intended to impose finality upon dissolution
and, therefore, winding up should “be similarly limited in duration”).
N.E. Construction Co., LLC v. Anton

legislature’s decision to impose a time limitation on an
LLC’s authority to conduct some activities but not oth-
ers is entirely consistent with the overall purpose of the
statutes governing the winding up process, which is to
provide for an orderly process to cease business opera-
tions, liquidate assets, pay creditors, and distribute any
remaining assets to members. See Rev. Unif. Limited
Liability Company Act (2006) § 702, comment, 6C U.L.A.
138 (2016) (stating that winding up process entails fin-
ishing old business, collecting and paying debts, and
distributing any remaining assets to members); see also
Campisano v. Nardi, 212 Conn. 282, 289, 562 A.2d 1
(1989) (“[W]inding up is the process of closing out a
corporation’s business and affairs. The process often
involves the liquidation of properties, settlement of
claims, provision for the payment of debts following
dissolution, and then distribution of what remains of the
assets to shareholders or members, or to others entitled
to them.” (Internal quotation marks omitted.)). It is
entirely sensible, for instance, to impose time limitations
on a dissolved LLC’s authority to continue as a going
concern following dissolution because authorizing a dis-
solved LLC to continue business operations indefinitely
would run contrary to the very purposes of dissolution.
We can discern no clear purpose, however, that would be
served by imposing a time limitation on an LLC’s author-
ity to wind up its activities and affairs more generally,
including its authority to prosecute and defend claims.
Under CULLCA, a dissolved LLC has a duty to liquidate
its assets and to use those assets to pay its creditors and
make distributions to its members. See General Stat-
utes § 34-267f. Placing a time limitation on a dissolved
LLC’s authority to prosecute or defend claims, over and
above any statutes of limitations or equitable defenses
that otherwise may apply, would unnecessarily hinder
an LLC’s ability to maximize its assets for its creditors
and members. Indeed, the only parties that might ben-
efit from such a time limitation are those who may be
liable to the LLC. Those parties are already protected
from the delays associated with untimely actions by the
statutes of limitation or other equitable defenses that
N.E. Construction Co., LLC v. Anton

may apply to any claims a dissolved LLC asserts against
them. Providing such parties with even more protection
against claims brought by a dissolved LLC serves none of
the purposes of the winding up process under CULLCA.
Our Supreme Court’s precedent concerning the stat-
utes that once governed the winding up process for cor-
porations dissolved by forfeiture lends further support
to our conclusion that § 34-267a imposes no strict time
limitation on an LLC’s authority to wind up its activities
and affairs. In Campisano v. Nardi, supra, 212 Conn.
287, the plaintiff homeowners sought to hold the defen-
dant, the sole shareholder of a dissolved corporation,
personally liable for breaching a contract that the cor-
poration had entered into prior to its dissolution. Unlike
§ 34-267a, the winding up statute at issue in Campisano,
General Statutes (Rev. to 1985) § 33-378,14 included
language requiring a corporation dissolved by forfeiture
to “wind up its business and affairs as expeditiously as
practicable, and for such purpose it shall continue as a
corporation.” (Emphasis added.) See id., 288, quoting
General Statutes (Rev. to 1985) § 33-378 (b). “In pursuit
of their claim that corporate forfeiture imposed personal
liability upon the defendant [shareholder], the plaintiffs
contend[ed] that the defendant’s activities, subsequent to
his corporation’s dissolution for noncompliance with the
Connecticut corporation laws, did not constitute the kind
of winding up contemplated by our statutes.” Id., 287.
Specifically, the plaintiffs maintained “that two facts
preclude[d] a finding that the defendant was winding
up the corporation: first, that the defendant continued
working on their home and accepted payments under the
contract well beyond the date of dissolution; and second,
that the defendant had not yet complied with the notice
requirements of the winding up statute, General Statutes
[(Rev. to 1985)] § 33-379.” Id., 289.
Our Supreme Court rejected both claims. With respect
to the first claim, the court held that the “fact that the
14
Section 33-378 was repealed, effective January 1, 1997. See Public
Acts 1994, No. 94-186, § 214.
N.E. Construction Co., LLC v. Anton

defendant sought to complete his existing contractual
obligations and accepted payment for the work is entirely
consistent with an effort to wind up the corporation. Had
he succeeded, he would have eliminated a claim against
the corporation, thereby preserving some of the corpo-
ration’s assets for distribution when he completed the
winding up.” Id. In rejecting the plaintiff’s second claim,
the court noted that the purpose of the notice require-
ments of the winding up statutes was “to inform those
having claims against the corporation that its assets
will soon be distributed and that any claims that are not
asserted will be barred after the distribution.” Id. The
court further noted that “the notice statute [did] not
require that notice be sent within a fixed time, but instead
provide[d] for notice to be made [a]t any time after the
dissolution of a corporation.” (Internal quotation marks
omitted.) Id., 290, quoting General Statutes (Rev. to
1985) § 33-379 (d).15 Importantly for present purposes,
and notwithstanding the language in § 33-378 requir-
ing a corporation dissolved by forfeiture to wind up its
activities and affairs “as expeditiously as practicable,”
the court noted that it “has previously refrained from
imposing a strict time limit on the completion of winding
up activities. Stolman v. Boston Furniture Co., 120 Conn.
235, 244, 180 A. 507 (1935); S. Cross, [Corporation Law
in Connecticut (1972)], § 9.5, p. 476.” (Emphasis added.)
Campisano v. Nardi, supra, 212 Conn. 290.
To infer a time limitation on an LLC’s authority to
wind up its activities and affairs under § 34-267a, which
includes no language limiting the time in which an LLC
may exercise that authority, would run contrary to our
Supreme Court’s interpretation of a similar statute
that, on its face, required a corporation dissolved by
forfeiture to wind up its activities as soon as practicable.
Moreover, although we are mindful of the general maxim
that “[w]here a statute imposes a duty and is silent as to
when it is to be performed, a reasonable time is implied”;
(internal quotation marks omitted) Jewish Home for the
15
Section 33-379 was repealed, effective January 1, 1997. See Public
Acts 1994, No. 94-186, § 214.
N.E. Construction Co., LLC v. Anton

Elderly of Fairfield County, Inc. v. Cantore, 257 Conn.
531, 540, 778 A.2d 93 (2001); we are not persuaded that
the application of that maxim to § 34-267a compels the
conclusion that a dissolved LLC ceases to exist and loses
its authority to complete the winding up process if the
person responsible for winding up the LLC fails to do so
within a reasonable time. Rather, we conclude that, to
the extent there is an implied duty to wind up an LLC’s
affairs within a reasonable time, that duty runs to a
dissolved LLC’s creditors and members who, in some
circumstances, may be entitled to seek judicial oversight
of the winding up process or the appointment of a differ-
ent person to wind up the LLC’s activities and affairs.
See, e.g., General Statutes § 34-267a (e).16
Such an interpretation ensures that those with a legal
interest in the winding up process are protected, not
injured, when a person fails to wind up a company’s
affairs within a reasonable time. It also is entirely con-
sistent with our conclusion that an LLC does not lack
standing to prosecute or defend claims if it fails to do so
within a reasonable time. It is not difficult to understand
how CULLCA’s purposes might be served by requiring
a court to determine, upon the application of a member,
whether a person responsible for winding up a dissolved
LLC’s activities should be supervised or replaced for fail-
ing to wind up a company’s activities and affairs within
a reasonable time. For the reasons we have previously
discussed, however, we can discern no clear purpose of
CULLCA being served by requiring courts to determine,
on a case-by-case basis, whether a dissolved LLC has
standing to bring or defend an action based on the amount
16
Section 34-267a (e) establishes a process for members to apply to the
Superior Court for judicial supervision of the winding up process, includ-
ing the appointment of a person to wind up the company’s activities and
affairs. Additionally, the commentary to § 702 (b) of the ULLCA, which
is the winding up provision of the ULLCA on which § 34-267a is based,
indicates that a delay in winding up may constitute good cause for the
purposes of § 34-267a (e). See Rev. Unif. Limited Liability Company Act,
§ 702, comment, supra, 6C U.L.A. 138 (“[t]he particular circumstances
determine how long winding up may continue without giving ‘good
cause’ for court intervention under Section 702 (e)”).
N.E. Construction Co., LLC v. Anton

of time that may have passed since the LLC filed its cer-
tificate of dissolution with the Secretary of the State.
This interpretation also is in accord with how our
Supreme Court has applied the maxim inferring a rea-
sonable time limitation for the performance of a statu-
tory duty. In Jewish Home for the Elderly of Fairfield
County, Inc. v. Cantore, supra, 257 Conn. 532, 540–41,
for instance, the plaintiff nursing home brought an
action to recover on a probate bond for losses it suffered
due to the defendant conservator’s failure to pay a ward’s
expenses to the nursing home within a reasonable time.17
In concluding that the plaintiff had set forth a cogni-
zable claim on the probate bond, the court examined the
statutes governing a conservator’s statutory duties to
determine whether the plaintiff had sufficiently alleged
a breach of those duties. The court observed that General
Statutes § 45a-655 provides that a conservator of an
estate “shall manage all the estate and apply so much
of the net income thereof, and, if necessary, any part
of the principal of the property . . . to pay the ward’s
debts” and that General Statutes § 45a-656 imposes on
a conservator of a person “the duty to provide for the
care, comfort and maintenance of the ward . . . .” (Cita-
tion omitted; emphasis in original; internal quotation
marks omitted.) Id., 539–40. The court concluded that,
although those provisions did not expressly require that
those duties be performed within a reasonable time, such
a duty was implicit because, “[w]here a statute imposes
a duty and is silent as to when it is to be performed, a
reasonable time is implied.” (Internal quotation marks
omitted.) Id., 540. As a result, the court determined
that the plaintiff nursing home’s allegation that the
17
“[A] probate bond is . . . given to secure the faithful performance by
an appointed fiduciary of the duties of his trust and the administration
of and accounting for all moneys and other property coming into his
hands, as fiduciary, according to law. General Statutes § 45a-139 (a). The
fiduciary’s faithful performance of his legal duties is the condition on
which a probate bond is executed; General Statutes § 45a-139 (b); and,
accordingly, the failure of a fiduciary, such as a conservator, to perform
those duties faithfully results in a breach of the bond.” (Footnote omit-
ted; internal quotation marks omitted.) Jewish Home for the Elderly of
Fairfield County, Inc. v. Cantore, supra, 257 Conn. 538.
N.E. Construction Co., LLC v. Anton

defendant conservator failed to timely pay the ward’s
expenses to the nursing home, if true, would constitute
a breach of the conservator’s statutory duties and that
the plaintiff nursing home had stated a cognizable claim
against the probate bond. Id., 540–41.
Nothing in our Supreme Court’s decision in Cantore
suggests, however, that a conservator’s authority to
pay a ward’s expenses is extinguished if the conservator
fails to make such payments within a reasonable time.
Instead, the court held that the conservator could be
liable on the probate bond to a party with a legal inter-
est in the performance of the conservator’s statutory
duty. Similarly, under CULLCA, parties with a legal
interest in the proper distribution of a dissolved LLC’s
assets may be entitled to some form of relief if the person
responsible for winding up the LLC fails to do so within
a reasonable time. Affected members, for instance, may
apply to the Superior Court for judicial supervision of the
winding up process or for the appointment of a different
person to wind up the company’s activities and affairs.
See General Statutes § 34-267a (e). Just as it would be
contrary to the best interests of a ward and her creditors
to interpret the conservatorship statutes to extinguish
a conservator’s authority to act if he or she fails to do
so within a reasonable time, interpreting CULLCA to
extinguish an LLC’s authority to wind up its affairs and
activities, including its authority to prosecute and defend
claims, if the LLC fails to do so within a reasonable time
would be contrary to the best interests of the intended
beneficiaries of the winding up process.
For the foregoing reasons, we conclude that the plain-
tiff was not required to plead and did not fail to demon-
strate that it brought this action as part of the process
of winding up its affairs under § 34-267a. Accordingly,
the trial court erred in granting the defendants’ motion
to dismiss.
The judgment is reversed and the case is remanded for
further proceedings according to law.
In this opinion the other judges concurred.

************************************************
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N.E. Construction Co., LLC v. Anton

N.E. CONSTRUCTION COMPANY, LLC v.
BRANDON ANTON ET AL.
(AC 47951)
Alvord, Moll and Clark, Js.

Syllabus

The plaintiff appealed from the trial court’s judgment dismissing its action
for lack of subject matter jurisdiction following its grant of the defendants’
motion to dismiss. The plaintiff, a voluntarily dissolved limited liability
company, claimed that the court improperly concluded that it lacked stand-
ing because it failed to demonstrate that it had brought its action as part of
its winding up process. Held:
The trial court erred in granting the defendants’ motion to dismiss, as the
plaintiff was not required to plead and did not fail to demonstrate that it
brought this action as part of the process of winding up its affairs pursu-
ant to a provision (§ 34-267a) of the Connecticut Uniform Limited Liability
Company Act (§ 34-243 et seq.), as the language of § 34-267a clearly and
unambiguously authorized a dissolved limited liability company to prosecute
and defend civil actions as part of the winding up process, there was nothing
in that statute or the broader statutory scheme that suggested the legislature
intended to impose the requirement that an entity must plead its dissolution
and winding up status when initiating litigation, and § 34-267a does not
impose a strict time limitation on a limited liability company’s authority to
wind up its activities and affairs.

Argued January 20—officially released June 16, 2026

Procedural History

Action to recover damages for, inter alia, conversion,
and for other relief, brought to the Superior Court in the
judicial district of New London, where the court, Graff,
J., granted the motion to dismiss filed by the named
defendant et al. and rendered judgment of dismissal as
to all defendants, from which the plaintiff appealed to
this court. Reversed; further proceedings.
Beth A. Steele, for the appellant (plaintiff).
Drzislav Coric, with whom was Brandon H. Marley,
for the appellees (defendants).

Opinion

CLARK, J. The plaintiff, N.E. Construction Company,
LLC, appeals from the judgment of dismissal for lack of
N.E. Construction Co., LLC v. Anton

subject matter jurisdiction rendered by the trial court in
favor of the defendants, Brandon Anton, Daniel Anton,
Jr., Garrett Anton, Anton Paving and Construction,
LLC, Anton Paving, LLC, Anton Transport, LLC, and
Materials & More, LLC. On appeal, the plaintiff claims
that the trial court improperly concluded that the plain-
tiff, a voluntarily dissolved limited liability company,
lacked standing because it failed to demonstrate that it
brought this action as part of its winding up process.1
We agree and, accordingly, reverse the trial court’s
judgment.
The following procedural history is relevant to our
resolution of this appeal. On October 10, 2023, the
plaintiff filed a ten count complaint against the three
individual defendants and four limited liability com-
pany (LLC) defendants2 alleging that the defendants
misappropriated certain construction equipment owned
by the plaintiff. The complaint alleged that, “[a]t all
times mentioned [in the complaint], the plaintiff was a
Connecticut limited liability company . . . [and] was the
owner of [the construction equipment in question] . . . .”
The complaint asserted counts sounding in replevin, con-
version, statutory theft in violation of General Statutes
§ 52-564, unjust enrichment, violation of the Connecticut
Unfair Trade Practices Act (CUTPA), General Statutes
1
The plaintiff also claims that the trial court erred by (1) requiring it
to plead or otherwise demonstrate its standing because Practice Book
§ 10-1 provides that “[e]ach pleading shall contain a plain and concise
statement of the material facts on which the pleader relies, but not of
the evidence by which they are to be proved,” (2) failing to afford it,
as a matter of due process, notice of the court’s interpretation of Gen-
eral Statutes § 34-267a (b) (2) (B) and an evidentiary hearing to allow
it to demonstrate its action was brought during winding up, and (3)
failing to treat the motion to dismiss as a motion to strike. In light of
our conclusion that the court improperly concluded that the plaintiff
did not have standing pursuant to § 34-267a, we need not address the
plaintiff’s remaining claims.
2
In the complaint, the plaintiff alleges that Garrett Anton is a member
of Anton Paving and Construction, LLC, Daniel Anton, Jr., is a mem-
ber of Anton Paving, LLC, and Brandon Anton is a member of Anton
Transport, LLC, and Materials & More, LLC.
N.E. Construction Co., LLC v. Anton

§ 42-110a et seq., and loss of use.3 By way of relief, the
complaint sought, inter alia, the return of the construc-
tion equipment, compensatory damages, treble damages,
attorney’s fees and costs.
On January 4, 2024, the defendants Brandon Anton,
Garrett Anton, Anton Paving and Construction, LLC,
Anton Transport, LLC, and Materials & More, LLC,4
filed a motion to dismiss the action and a memorandum
of law in support thereof. In their motion, they argued
that the court lacked subject matter jurisdiction over
the action because the plaintiff was dissolved on Janu-
ary 21, 2020, and ceased to be a legal entity under the
Connecticut Uniform Limited Liability Company Act
(CULLCA), General Statutes § 34-243 et seq.5 The defen-
dants attached as an exhibit to their motion to dismiss
3
In counts one, two, and three, sounding in replevin, conversion and
statutory theft, respectively, the plaintiff alleges that, in August 2019,
Daniel Anton, Jr., took possession of a Miller curbing machine with the
plaintiff’s permission but has since refused to return the machine. In
counts four, five, and six, sounding in replevin, conversion, and statu-
tory theft, respectively, the plaintiff alleges that, on various dates in
November 2019, the defendants Brandon Anton, Daniel Anton, Jr.,
and/or Garrett Anton took possession of a D-5 HST Caterpillar bull-
dozer, Thomas ProTough 40 screener, and Stanley vibrating compaction
machine without the permission of the plaintiff and have since wrong-
fully detained the construction equipment. In count seven, the plaintiff
alleges unjust enrichment as to all the defendants for the wrongful
detention of the aforementioned construction equipment and its use
in furtherance of their respective businesses. In counts eight and nine,
the plaintiff alleges violations of CUTPA and loss of use against all the
defendants for their alleged misappropriation of the aforementioned
construction equipment. In count ten, sounding in conversion, the
plaintiff alleges that, in October 2019, Brandon Anton stole a Kobelco
excavator from the plaintiff and returned it upon demand, but that the
excavator was returned inoperable.
4
Although only Brandon Anton, Garrett Anton, Anton Paving and
Construction, LLC, Anton Transport, LLC, and Materials & More,
LLC, filed the motion to dismiss, the court dismissed the action in its
entirety as to all the defendants on the ground that the plaintiff lacked
standing. For ease of reference, we refer to the motion to dismiss as the
defendants’ motion to dismiss.
5
The defendants also argued that the plaintiff’s claims were barred
by the applicable statutes of limitations. The court rendered judgment
solely on the ground of standing, and the defendants have not raised
the statutes of limitations as an alternative ground for affirmance.
N.E. Construction Co., LLC v. Anton

a copy of a Certificate of Dissolution from the Office of
the Secretary of the State indicating that the plaintiff
had been dissolved on January 21, 2020.6
On January 25, 2024, the plaintiff filed an objection to
the defendants’ motion to dismiss, a supporting memo-
randum of law, and an affidavit. The plaintiff argued,
inter alia, that it had standing as a dissolved LLC to
bring the action pursuant to General Statutes § 34-267a,
which expressly authorizes a dissolved LLC to prosecute
or defend civil actions in winding up its activities and
affairs.7
On August 6, 2024, the court, Graff, J., issued a memo-
randum of decision granting the defendants’ motion to
dismiss the plaintiff’s complaint in its entirety for lack
of subject matter jurisdiction. In its memorandum, the
court first explained that, “[b]ecause the issue of standing
implicates subject matter jurisdiction, it may be a proper
basis for granting a motion to dismiss. . . . [T]he plaintiff
bears the burden of proving subject matter jurisdiction,
whenever and however raised. . . . [I]t is the burden of
the party who seeks the exercise of jurisdiction in his
favor . . . clearly to allege facts demonstrating that he is a
proper party to invoke judicial resolution of the dispute.”
(Citations omitted; internal quotation marks omitted.)
The court then concluded that the plaintiff did not have
standing to bring this action because, although “[u]nder
the clear language of [§ 34-267a (b) (2) (B)], a dissolved
limited liability company can file an action during the
winding up process,” in the present case, “the plaintiff
has not demonstrated that this action, which was filed
6
In its objection to the motion to dismiss, the plaintiff argued that
the exhibit was not authenticated and should not be considered. In the
trial court’s memorandum of decision, the court took judicial notice of
the certificate of dissolution as a public record. The plaintiff does not
challenge on appeal the court’s taking of judicial notice and does not
challenge its findings concerning whether or when it filed the certificate
of dissolution.
7
Argument on the motion to dismiss took place on April 29, 2024,
before the court, Graff, J. The defendants’ counsel did not appear for
argument. The plaintiff’s counsel presented an argument in opposition
to the motion to dismiss.
N.E. Construction Co., LLC v. Anton

in 2023, was filed during the winding up process.” As
a result, the court entered a judgment of dismissal of
the entire action on the ground that the plaintiff had
“failed to meet its burden of demonstrating that it has
standing and that the court has jurisdiction over this
matter.” This appeal followed. Additional facts will be
set forth as necessary.
We begin by setting forth the standard of review and
legal principles that govern our analysis. “A motion to
dismiss . . . properly attacks the jurisdiction of the court,
essentially asserting that the plaintiff cannot as a matter
of law and fact state a cause of action that should be heard
by the court. . . . A motion to dismiss tests, inter alia,
whether, on the face of the record, the court is without
jurisdiction. . . . [O]ur review of the trial court’s ultimate
legal conclusion and resulting [decision to] grant . . . the
motion to dismiss [is] de novo. . . . The issue of standing
implicates subject matter jurisdiction and is therefore
a basis for granting a motion to dismiss. . . . [I]t is the
burden of the party who seeks the exercise of jurisdiction
in his favor . . . clearly to allege facts demonstrating that
he is a proper party to invoke judicial resolution of the
dispute. . . . Standing is the legal right to set judicial
machinery in motion. One cannot rightfully invoke the
jurisdiction of the court unless he [or she] has, in an indi-
vidual or representative capacity, some real interest in
the cause of action, or a legal or equitable right, title or
interest in the subject matter of the controversy. . . . If a
party is found to lack standing, the court is consequently
without subject matter jurisdiction to determine the
cause. . . . In addition, because standing implicates the
court’s subject matter jurisdiction, the issue of standing
is not subject to waiver and may be raised at any time.”
(Citation omitted; internal quotation marks omitted.)
Rubin v. Brodie, 228 Conn. App. 617, 630–31, 325 A.3d
1096 (2024).
The question of whether the plaintiff has standing
to bring its claims under CULLCA presents an issue of
statutory construction and therefore is one over which
N.E. Construction Co., LLC v. Anton

this court’s review is plenary. See Styslinger v. Brewster
Park, LLC, 321 Conn. 312, 316, 138 A.3d 257 (2016)
(“[t]he question of whether the plaintiff, as assignee of
a membership interest in an LLC, has standing to bring
his claims under [The Connecticut Limited Liability
Company Act (CLLCA)],8 presents an issue of statutory
construction, also a question of law over which our review
is plenary” (footnote added)); see also Saunders v. Briner,
334 Conn. 135, 157, 221 A.3d 1 (2019) (“[t]he issue of
whether the CLLCA authorizes a member or manager of
a limited liability company to bring a derivative action
on its behalf presents a question of statutory interpreta-
tion, over which we exercise plenary review, guided by
well established principles regarding legislative intent”).
“When construing a statute, [o]ur fundamental objec-
tive is to ascertain and give effect to the apparent intent
of the legislature. . . . In seeking to determine that mean-
ing, General Statutes § 1-2z directs us first to consider
the text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . It is a basic tenet of
statutory construction that [w]e construe a statute as
a whole and read its subsections concurrently in order
to reach a reasonable overall interpretation.” (Internal
quotation marks omitted.) Rubin v. Brodie, supra, 228
Conn. App. 637.
Under CULLCA “[a] limited liability company has
the capacity to sue and be sued in its own name and the
power to do all things necessary or convenient to carry
on its activities and affairs.” General Statutes § 34-243h
(a). In addition, § 34-267a provides in relevant part: “(a)
A dissolved limited liability company shall wind up its
activities and affairs and, except as provided in section
8
The CLLCA was the predecessor to CULLCA. See Rubin v. Brodie,
supra, 228 Conn. App. 634.
N.E. Construction Co., LLC v. Anton

34-267b,9 the company continues after dissolution only
for the purpose of winding up.
“(b) In winding up its activities and affairs, a limited
liability company: (1) Shall: (A) Promptly after the dis-
solution, deliver to the Secretary of the State for fil-
ing a certificate of dissolution stating the name of the
company and that the company is dissolved; and (B)
discharge the company’s debts, obligations and other
liabilities, settle and close the company’s activities and
affairs, and marshal and distribute the assets of the com-
pany; and (2) may: (A) Preserve the company activities,
affairs and property as a going concern for a reasonable
time; (B) prosecute and defend actions and proceedings,
whether civil, criminal or administrative; (C) transfer
the company’s property; (D) settle disputes by media-
tion or arbitration; and (E) perform other acts necessary
or appropriate to the winding up.” (Emphasis added;
footnote added.)
The plaintiff claims that the trial court erred in con-
cluding that it did not have standing to bring its claims
under CULLCA because the clear and unambiguous lan-
guage of § 34-267a authorizes a dissolved LLC to pros-
ecute and defend civil actions as part of its winding up
process. The plaintiff argues that nothing in that statute
or our rules of practice requires a dissolved LLC to plead
or somehow demonstrate, beyond the very act of bringing
an action following its dissolution, that it is engaged in
the process of winding up its affairs. The plaintiff further
argues that the text of § 34-267a imposes no temporal
limitation on prosecuting and defending actions and,
therefore, a dissolved LLC does not need to demonstrate
that it was bringing an action within a prescribed time
period. The defendants counter that, because winding
up is the “sole remaining purpose of a dissolved entity’s
continued existence,” it is “implie[d] that the entity
must plead its dissolution and winding up status when
initiating litigation.” Although our analysis differs at
9
General Statutes § 34-267b provides the conditions for reinstatement
after dissolution.
N.E. Construction Co., LLC v. Anton

points, we agree with the plaintiff that the trial court
improperly concluded that it lacked standing to bring
this action pursuant to § 34-267a.
Section 34-267a (a) provides that an LLC continues
after dissolution for the purpose of winding up. Section
34-267a (b) (2) (B), in turn, expressly states that, in wind-
ing up its activities and affairs, a dissolved LLC may
prosecute and defend civil actions. Thus, the language
of § 34-267a clearly and unambiguously authorizes a dis-
solved LLC to prosecute and defend civil actions as part
of the winding up process. Nothing in the language in
§ 34-267a or the cases cited by the defendants supports
their argument on appeal that the plaintiff’s failure
to plead that it had dissolved and was in the process of
winding up deprived it of standing to prosecute this
action.10 The defendants nevertheless contend that the
statute “implies that the entity must plead its dissolu-
tion and winding up status when initiating litigation.”
We are not persuaded.
In addition to failing to identify any important purpose
that might be served by such a pleading requirement, the
defendants also fail to identify anything in § 34-267a or
10
Although the defendants cite a number of decisions that they claim
support their argument that a dissolved LLC must plead its dissolution
and winding up status to have standing to commence an action, those
cases are inapposite. See Styslinger v. Brewster Park, LLC, supra,
321 Conn. 318, 323 (because CLLCA only allows an assignee to trigger
winding up of LLC after dissolution had been brought, court concluded
that CLLCA “does not provide an assignee such as the plaintiff with
standing to seek the winding up of the affairs of an LLC in the absence
of a dissolution of that LLC”); Brochu v. Aesys Technologies, 159 Conn.
App. 584, 595–97, 123 A.3d 1236 (2015) (affirming dismissal of action
for failure to prosecute with due diligence under abuse of discretion
standard of review where executrix of deceased plaintiff’s estate waited
more than four years after plaintiff’s death to file motion to substitute
herself as plaintiff); Bongiorno v. J & G Realty, Superior Court, judicial
district of Stamford-Norwalk, Docket No. CV-XX-XXXXXXX-S (March 12,
2019) (plaintiff had standing to bring claims for judicial dissolution
and winding up of three defendant LLCs in which she had membership
interest but “failed to satisfy the proof required [to trigger] the [judicial]
dissolution and winding up of the three LLCs” for mismanagement at
trial), aff’d, 211 Conn. App. 311, 272 A.3d 700 (2022).
N.E. Construction Co., LLC v. Anton

the broader statutory scheme of CULLCA that suggests
the legislature intended to impose such a requirement.
On the contrary, a review of CULLCA reveals that, when
the legislature intended to impose a pleading require-
ment, it did so expressly. Indeed, and unlike § 34-267a,
other provisions of CULLCA expressly require a party to
allege certain facts in order to establish standing. Gen-
eral Statutes § 34-271 (b), for instance, requires that a
member bringing a direct action “must plead and prove
an actual or threatened injury that is not solely the result
of an injury suffered or threatened to be suffered by the
limited liability company.” Similarly, General Statutes
§ 34-271c requires that, “[i]n a derivative action, the
complaint must state with particularity: (1) The date
and content of the plaintiff’s demand and the response
by the managers or other members to the demand; or (2)
why the demand should be excused as futile.”
“[W]here a statute, with reference to one subject con-
tains a given provision, the omission of such provision
from a similar statute concerning a related subject . . . is
significant to show that a different intention existed.”
(Internal quotation marks omitted.) Rubin v. Brodie,
supra, 228 Conn. App. 645. The inclusion of such plead-
ing requirements elsewhere in CULLCA and the absence
of a similar pleading requirement in § 34-267a therefore
leads us to conclude that the legislature did not intend to
require a dissolved LLC to plead that it is in the process
of winding up in order to have standing to prosecute or
defend a civil action.
Although the defendants do not address the issue in
their brief, the court itself concluded that the plaintiff
lacked standing, not strictly on the basis of its failure
to plead in its complaint that it had dissolved and was
in the process of winding up its affairs, but because it
had failed to “demonstrate” that it was, in fact, in the
process of winding up its affairs. Specifically, the court
concluded that the plaintiff had “not demonstrated that
this action, which was filed in 2023, was filed during
the winding up process.” (Emphasis added.) It is not
N.E. Construction Co., LLC v. Anton

clear, however, what additional allegations or evidence
the court deemed necessary in order for the plaintiff to
make that showing. As noted, § 34-267a, itself, expressly
authorizes a dissolved LLC to prosecute a civil action for
the purpose of winding up its affairs. Moreover, when
viewed in the context of the broader statutory scheme
governing the winding up process under CULLCA, it is
clear that, when a dissolved LLC prosecutes a civil action
for the recovery of property or money damages, it is, by
definition, doing so as part of the process of winding up
its affairs, i.e., attempting to recover property for the
benefit of its creditors and members; it is not conduct-
ing business as a going concern. See General Statutes
§ 34-267f.11
In the portion of its memorandum of decision conclud-
ing that the plaintiff had failed to demonstrate that it
had brought this action as part of the winding up process,
the court observed that this action was filed in 2023. We
conclude that the court erred to the extent that it deter-
mined that the length of time that had passed between
when the plaintiff filed its certificate of dissolution and
when it commenced the present action was relevant to
whether the plaintiff had standing.
First, § 34-267a (a), which provides that “[a] dissolved
limited liability company shall wind up its activities and
affairs and, except as provided in section 34-267b, the
company continues after dissolution only for the purpose
11
General Statutes § 34-267f provides in relevant part: “(a) In wind-
ing up its activities and affairs, a limited liability company shall apply
its assets to discharge its obligations to creditors, including members
that are creditors.
“(b) After a limited liability company complies with subsection (a) of
this section, any surplus must be distributed in the following order,
subject to any charging order in effect under section 34-259b: (1) To
members and persons dissociated as members, an amount equal to the
respective values of the contributions received by the limited liability
company and not returned to each such member and dissociated mem-
ber; and (2) to members and dissociated members, in shares which are
proportionate to their respective transferable interests, except to the
extent necessary to comply with any transfer effective under section
34-259a. . . .”
N.E. Construction Co., LLC v. Anton

of winding up,” imposes no deadline by which a dissolved
LLC must complete its winding up process. Second, and
unlike other provisions of CULLCA that impose a time
limitation on a dissolved LLC’s authority to complete
certain specific functions associated with the winding
up process, § 34-267a (b) includes no temporal limitation
on a dissolved LLC’s authority to prosecute and defend
actions. The preceding subdivision of the same subsec-
tion, on the other hand, provides that, in winding up its
activities and affairs, a dissolved LLC may “[p]reserve the
company activities, affairs and property as a going con-
cern for a reasonable time.” General Statutes § 34-267a
(b) (2) (A). Preserving a company’s activities and affairs
as a going concern means to engage in business opera-
tions. See Black’s Law Dictionary (12th Ed. 2024) p. 831
(defining “going concern” as “[a] commercial enterprise
actively engaging in business with the expectation of
indefinite continuance”). That is an entirely different
activity than prosecuting or defending a lawsuit, and
it is not surprising that the legislature would choose to
place limitations on a dissolved entity’s authority to con-
tinue operating as a business following dissolution. The
legislature’s inclusion of an express limitation on that
activity, however, is not evidence of an intent to place a
similar limitation on all other activities associated with
the process of winding up, particularly where the very
next activity listed in the same subdivision of the same
subsection of the statute, which is separated in the text
by a semicolon, includes no such limitation.
A number of courts from other jurisdictions that have
adopted similar versions of the Uniform Limited Liability
Company Act (ULLCA)12 have reached the same conclu-
12
Connecticut is one of a number of states to have adopted the ULLCA,
codified as CULLCA. See Benjamin v. Island Management, LLC, 341 Conn.
189, 205, 267 A.3d 19 (2021); see also Uniform Law Commission, Lim-
ited Liability Company Act, Revised, available at https://www.uniform
laws.org/committees/community-home?CommunityKey=bbea059c-6853
-4f45-b69b-7ca2e49cf740 (last visited June 11, 2026).
General Statutes § 34-283 of CULLCA provides: “In applying and
construing the provisions of the Connecticut Uniform Limited Liabil-
ity Company Act, consideration must be given to the need to promote
N.E. Construction Co., LLC v. Anton

sion. See Thomas v. Clinton, 607 Fed. Appx. 903, 907
(11th Cir. 2015) (“We also cannot infer that Alabama
law requires a dissolved LLC to complete its winding-up
procedures within a ‘reasonable’ time after dissolution.
Alabama law provides that the person winding-up a
dissolved LLC may, among other things, ‘preserve the
company business or property as a going concern for a
reasonable time.’ . . . This phrase is separated clearly by
semicolons from the other listed winding-up activities,
including, in pertinent part, the phrase ‘prosecute and
defend actions and proceedings’ and the phrase ‘per-
form other necessary and appropriate acts.’ . . . Under
the plain statutory language—and contrary to [the]
[p]laintiff’s argument—the term ‘for a reasonable time’
modifies only the ability to maintain the LLC’s business
as a going concern and imposes no time limitation on
the performance of the other listed winding-up activi-
ties.” (Citations omitted; emphasis in original.)); JerLib
Investors, LLC v. Cohn & Cohn, Docket No. 19-cv-06203
(ARW), 2025 WL 4235411, *4 (N.D. Ill. September 29,
2025) (concluding that, because Florida’s LLC statute
“provides no express temporal limitation on a dissolved
LLC’s right to prosecute and defend actions” but does
“within the same subsection. . . [provide] that a dissolved
LLC may ‘[p]reserve the company’s activities, affairs,
and property as a going concern for a reasonable time’ . . .
the lack of an express temporal limitation with respect
to litigation means there is none” (citation omitted;
emphasis in original)), appeal filed (7th Cir. April 7,
2026) (No. 26-1669).
Although other courts have interpreted versions of
ULLCA with language comparable to our own to include
a temporal limitation on a dissolved LLC’s authority to
wind up its activities and affairs, including its author-
ity to prosecute and defend civil actions, they generally
have inferred such a limitation from other provisions of
ULLCA that impose time limitations for the completion
uniformity of the law with respect to its subject matter among states
that enact it.”
N.E. Construction Co., LLC v. Anton

of other activities associated with winding up.13 As we
already have explained, however, the inclusion of a time
limitation with respect to one activity is not evidence of
an intention to include a time limitation on all activities.
To the contrary, and consistent with our conclusion
that CULLCA does not require an LLC to plead that it
is dissolved and winding up in order to have standing,
the inclusion of a time limitation for some activities,
but not others, demonstrates that the legislature knew
how to impose a time limitation on an activity and did
so explicitly when it intended for a time limitation to
apply. See Rubin v. Brodie, supra, 228 Conn. App. 645.
Moreover, a review of the broader statutory scheme
governing the winding up process convinces us that the
13
See, e.g., Dealerwing, LLC v. Lerner, Docket No. 21-cv-6429 (KMK),
2024 WL 4252497, *13 (S.D.N.Y. September 19, 2024) (implicitly
concluding that Florida LLC statute, which does not include express
time restriction on winding up process but “does state that a LLC may
preserve property ‘as a going concern for a reasonable time,’ ” contains
implied reasonable time limitation, but that five years was not unreason-
able as a matter of law (emphasis in original)); AsymaDesign, LLC v.
CBL & Associates Management, Inc., Docket No. 3:21-cv-50374 (IDJ),
2023 WL 3819337, *2–3 (N.D. Ill. June 5, 2023) (reading Illinois LLC
statute to imply reasonable time limitation on winding up and grant-
ing defendant’s motion to dismiss for lack of standing on basis that
three years and nine months from dissolution to filing of complaint
was unreasonable); Sienna Court Condominium Assn. v. Champion
Aluminum Corp., 75 N.E.3d 260, 281 (Ill. App. 2017) (concluding that
defendant’s counterclaim was properly dismissed for lack of standing
because, although winding up statute “does not state an exact time
limit in which a dissolved LLC must complete winding up,” it does state
that “[a] person winding up a limited liability company’s business may
preserve the company’s business or property as a going concern for a
reasonable time” and a “statute should be read as a whole and construed
so that no term is rendered superfluous or meaningless” (emphasis in
original; internal quotation marks omitted)), rev’d on other grounds, 129
N.E.3d 1112 (Ill. 2018); Deschamps v. Farwest Rock, LTD, 402 Mont.
15, 18, 19–20, 474 P.3d 1282 (2020) (concluding that “the more than
six years between [the plaintiff’s] dissolution and the commencement of
the lawsuit exceeded a reasonable amount of time for the [plaintiff] to
‘wind up’ its business affairs” where winding up statute did not specify
winding up period because “the statutory framework provides five years
in which administratively dissolved LLCs may seek reinstatement,”
indicating that legislature intended to impose finality upon dissolution
and, therefore, winding up should “be similarly limited in duration”).
N.E. Construction Co., LLC v. Anton

legislature’s decision to impose a time limitation on an
LLC’s authority to conduct some activities but not oth-
ers is entirely consistent with the overall purpose of the
statutes governing the winding up process, which is to
provide for an orderly process to cease business opera-
tions, liquidate assets, pay creditors, and distribute any
remaining assets to members. See Rev. Unif. Limited
Liability Company Act (2006) § 702, comment, 6C U.L.A.
138 (2016) (stating that winding up process entails fin-
ishing old business, collecting and paying debts, and
distributing any remaining assets to members); see also
Campisano v. Nardi, 212 Conn. 282, 289, 562 A.2d 1
(1989) (“[W]inding up is the process of closing out a
corporation’s business and affairs. The process often
involves the liquidation of properties, settlement of
claims, provision for the payment of debts following
dissolution, and then distribution of what remains of the
assets to shareholders or members, or to others entitled
to them.” (Internal quotation marks omitted.)). It is
entirely sensible, for instance, to impose time limitations
on a dissolved LLC’s authority to continue as a going
concern following dissolution because authorizing a dis-
solved LLC to continue business operations indefinitely
would run contrary to the very purposes of dissolution.
We can discern no clear purpose, however, that would be
served by imposing a time limitation on an LLC’s author-
ity to wind up its activities and affairs more generally,
including its authority to prosecute and defend claims.
Under CULLCA, a dissolved LLC has a duty to liquidate
its assets and to use those assets to pay its creditors and
make distributions to its members. See General Stat-
utes § 34-267f. Placing a time limitation on a dissolved
LLC’s authority to prosecute or defend claims, over and
above any statutes of limitations or equitable defenses
that otherwise may apply, would unnecessarily hinder
an LLC’s ability to maximize its assets for its creditors
and members. Indeed, the only parties that might ben-
efit from such a time limitation are those who may be
liable to the LLC. Those parties are already protected
from the delays associated with untimely actions by the
statutes of limitation or other equitable defenses that
N.E. Construction Co., LLC v. Anton

may apply to any claims a dissolved LLC asserts against
them. Providing such parties with even more protection
against claims brought by a dissolved LLC serves none of
the purposes of the winding up process under CULLCA.
Our Supreme Court’s precedent concerning the stat-
utes that once governed the winding up process for cor-
porations dissolved by forfeiture lends further support
to our conclusion that § 34-267a imposes no strict time
limitation on an LLC’s authority to wind up its activities
and affairs. In Campisano v. Nardi, supra, 212 Conn.
287, the plaintiff homeowners sought to hold the defen-
dant, the sole shareholder of a dissolved corporation,
personally liable for breaching a contract that the cor-
poration had entered into prior to its dissolution. Unlike
§ 34-267a, the winding up statute at issue in Campisano,
General Statutes (Rev. to 1985) § 33-378,14 included
language requiring a corporation dissolved by forfeiture
to “wind up its business and affairs as expeditiously as
practicable, and for such purpose it shall continue as a
corporation.” (Emphasis added.) See id., 288, quoting
General Statutes (Rev. to 1985) § 33-378 (b). “In pursuit
of their claim that corporate forfeiture imposed personal
liability upon the defendant [shareholder], the plaintiffs
contend[ed] that the defendant’s activities, subsequent to
his corporation’s dissolution for noncompliance with the
Connecticut corporation laws, did not constitute the kind
of winding up contemplated by our statutes.” Id., 287.
Specifically, the plaintiffs maintained “that two facts
preclude[d] a finding that the defendant was winding
up the corporation: first, that the defendant continued
working on their home and accepted payments under the
contract well beyond the date of dissolution; and second,
that the defendant had not yet complied with the notice
requirements of the winding up statute, General Statutes
[(Rev. to 1985)] § 33-379.” Id., 289.
Our Supreme Court rejected both claims. With respect
to the first claim, the court held that the “fact that the
14
Section 33-378 was repealed, effective January 1, 1997. See Public
Acts 1994, No. 94-186, § 214.
N.E. Construction Co., LLC v. Anton

defendant sought to complete his existing contractual
obligations and accepted payment for the work is entirely
consistent with an effort to wind up the corporation. Had
he succeeded, he would have eliminated a claim against
the corporation, thereby preserving some of the corpo-
ration’s assets for distribution when he completed the
winding up.” Id. In rejecting the plaintiff’s second claim,
the court noted that the purpose of the notice require-
ments of the winding up statutes was “to inform those
having claims against the corporation that its assets
will soon be distributed and that any claims that are not
asserted will be barred after the distribution.” Id. The
court further noted that “the notice statute [did] not
require that notice be sent within a fixed time, but instead
provide[d] for notice to be made [a]t any time after the
dissolution of a corporation.” (Internal quotation marks
omitted.) Id., 290, quoting General Statutes (Rev. to
1985) § 33-379 (d).15 Importantly for present purposes,
and notwithstanding the language in § 33-378 requir-
ing a corporation dissolved by forfeiture to wind up its
activities and affairs “as expeditiously as practicable,”
the court noted that it “has previously refrained from
imposing a strict time limit on the completion of winding
up activities. Stolman v. Boston Furniture Co., 120 Conn.
235, 244, 180 A. 507 (1935); S. Cross, [Corporation Law
in Connecticut (1972)], § 9.5, p. 476.” (Emphasis added.)
Campisano v. Nardi, supra, 212 Conn. 290.
To infer a time limitation on an LLC’s authority to
wind up its activities and affairs under § 34-267a, which
includes no language limiting the time in which an LLC
may exercise that authority, would run contrary to our
Supreme Court’s interpretation of a similar statute
that, on its face, required a corporation dissolved by
forfeiture to wind up its activities as soon as practicable.
Moreover, although we are mindful of the general maxim
that “[w]here a statute imposes a duty and is silent as to
when it is to be performed, a reasonable time is implied”;
(internal quotation marks omitted) Jewish Home for the
15
Section 33-379 was repealed, effective January 1, 1997. See Public
Acts 1994, No. 94-186, § 214.
N.E. Construction Co., LLC v. Anton

Elderly of Fairfield County, Inc. v. Cantore, 257 Conn.
531, 540, 778 A.2d 93 (2001); we are not persuaded that
the application of that maxim to § 34-267a compels the
conclusion that a dissolved LLC ceases to exist and loses
its authority to complete the winding up process if the
person responsible for winding up the LLC fails to do so
within a reasonable time. Rather, we conclude that, to
the extent there is an implied duty to wind up an LLC’s
affairs within a reasonable time, that duty runs to a
dissolved LLC’s creditors and members who, in some
circumstances, may be entitled to seek judicial oversight
of the winding up process or the appointment of a differ-
ent person to wind up the LLC’s activities and affairs.
See, e.g., General Statutes § 34-267a (e).16
Such an interpretation ensures that those with a legal
interest in the winding up process are protected, not
injured, when a person fails to wind up a company’s
affairs within a reasonable time. It also is entirely con-
sistent with our conclusion that an LLC does not lack
standing to prosecute or defend claims if it fails to do so
within a reasonable time. It is not difficult to understand
how CULLCA’s purposes might be served by requiring
a court to determine, upon the application of a member,
whether a person responsible for winding up a dissolved
LLC’s activities should be supervised or replaced for fail-
ing to wind up a company’s activities and affairs within
a reasonable time. For the reasons we have previously
discussed, however, we can discern no clear purpose of
CULLCA being served by requiring courts to determine,
on a case-by-case basis, whether a dissolved LLC has
standing to bring or defend an action based on the amount
16
Section 34-267a (e) establishes a process for members to apply to the
Superior Court for judicial supervision of the winding up process, includ-
ing the appointment of a person to wind up the company’s activities and
affairs. Additionally, the commentary to § 702 (b) of the ULLCA, which
is the winding up provision of the ULLCA on which § 34-267a is based,
indicates that a delay in winding up may constitute good cause for the
purposes of § 34-267a (e). See Rev. Unif. Limited Liability Company Act,
§ 702, comment, supra, 6C U.L.A. 138 (“[t]he particular circumstances
determine how long winding up may continue without giving ‘good
cause’ for court intervention under Section 702 (e)”).
N.E. Construction Co., LLC v. Anton

of time that may have passed since the LLC filed its cer-
tificate of dissolution with the Secretary of the State.
This interpretation also is in accord with how our
Supreme Court has applied the maxim inferring a rea-
sonable time limitation for the performance of a statu-
tory duty. In Jewish Home for the Elderly of Fairfield
County, Inc. v. Cantore, supra, 257 Conn. 532, 540–41,
for instance, the plaintiff nursing home brought an
action to recover on a probate bond for losses it suffered
due to the defendant conservator’s failure to pay a ward’s
expenses to the nursing home within a reasonable time.17
In concluding that the plaintiff had set forth a cogni-
zable claim on the probate bond, the court examined the
statutes governing a conservator’s statutory duties to
determine whether the plaintiff had sufficiently alleged
a breach of those duties. The court observed that General
Statutes § 45a-655 provides that a conservator of an
estate “shall manage all the estate and apply so much
of the net income thereof, and, if necessary, any part
of the principal of the property . . . to pay the ward’s
debts” and that General Statutes § 45a-656 imposes on
a conservator of a person “the duty to provide for the
care, comfort and maintenance of the ward . . . .” (Cita-
tion omitted; emphasis in original; internal quotation
marks omitted.) Id., 539–40. The court concluded that,
although those provisions did not expressly require that
those duties be performed within a reasonable time, such
a duty was implicit because, “[w]here a statute imposes
a duty and is silent as to when it is to be performed, a
reasonable time is implied.” (Internal quotation marks
omitted.) Id., 540. As a result, the court determined
that the plaintiff nursing home’s allegation that the
17
“[A] probate bond is . . . given to secure the faithful performance by
an appointed fiduciary of the duties of his trust and the administration
of and accounting for all moneys and other property coming into his
hands, as fiduciary, according to law. General Statutes § 45a-139 (a). The
fiduciary’s faithful performance of his legal duties is the condition on
which a probate bond is executed; General Statutes § 45a-139 (b); and,
accordingly, the failure of a fiduciary, such as a conservator, to perform
those duties faithfully results in a breach of the bond.” (Footnote omit-
ted; internal quotation marks omitted.) Jewish Home for the Elderly of
Fairfield County, Inc. v. Cantore, supra, 257 Conn. 538.
N.E. Construction Co., LLC v. Anton

defendant conservator failed to timely pay the ward’s
expenses to the nursing home, if true, would constitute
a breach of the conservator’s statutory duties and that
the plaintiff nursing home had stated a cognizable claim
against the probate bond. Id., 540–41.
Nothing in our Supreme Court’s decision in Cantore
suggests, however, that a conservator’s authority to
pay a ward’s expenses is extinguished if the conservator
fails to make such payments within a reasonable time.
Instead, the court held that the conservator could be
liable on the probate bond to a party with a legal inter-
est in the performance of the conservator’s statutory
duty. Similarly, under CULLCA, parties with a legal
interest in the proper distribution of a dissolved LLC’s
assets may be entitled to some form of relief if the person
responsible for winding up the LLC fails to do so within
a reasonable time. Affected members, for instance, may
apply to the Superior Court for judicial supervision of the
winding up process or for the appointment of a different
person to wind up the company’s activities and affairs.
See General Statutes § 34-267a (e). Just as it would be
contrary to the best interests of a ward and her creditors
to interpret the conservatorship statutes to extinguish
a conservator’s authority to act if he or she fails to do
so within a reasonable time, interpreting CULLCA to
extinguish an LLC’s authority to wind up its affairs and
activities, including its authority to prosecute and defend
claims, if the LLC fails to do so within a reasonable time
would be contrary to the best interests of the intended
beneficiaries of the winding up process.
For the foregoing reasons, we conclude that the plain-
tiff was not required to plead and did not fail to demon-
strate that it brought this action as part of the process
of winding up its affairs under § 34-267a. Accordingly,
the trial court erred in granting the defendants’ motion
to dismiss.
The judgment is reversed and the case is remanded for
further proceedings according to law.
In this opinion the other judges concurred.