Connecticut 2010 Regular Session

Connecticut House Bill HB05375 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	General Assembly Raised Bill No. 5375
2	2	February Session, 2010 LCO No. 1454
3	3	01454_______JUD
4	4	Referred to Committee on Judiciary
5	5	Introduced by:
6	6	(JUD)
7	7
8	8	General Assembly
9	9
10	10	Raised Bill No. 5375
11	11
12	12	February Session, 2010
13	13
14	14	LCO No. 1454
15	15
16	16	01454_______JUD
17	17
18	18	Referred to Committee on Judiciary
19	19
20	20	Introduced by:
21	21
22	22	(JUD)
23	23
24	24	AN ACT CONCERNING BUSINESS ENTITY FILINGS.
25	25
26	26	Be it enacted by the Senate and House of Representatives in General Assembly convened:
27	27
28	28	Section 1. Section 33-608 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
29	29
30	30	(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.
31	31
32	32	(b) Sections 33-600 to 33-998, inclusive, as amended by this act, shall require or permit filing the document in the office of the Secretary of the State.
33	33
34	34	(c) The document shall contain the information required by sections 33-600 to 33-998, inclusive, as amended by this act. It may contain other information as well.
35	35
36	36	(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.
37	37
38	38	(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
39	39
40	40	(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
41	41
42	42	(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.
43	43
44	44	(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-609, the document shall be in or on the prescribed form.
45	45
46	46	(i) The document shall be delivered to the office of the Secretary of the State for filing. [Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State.] If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-662 and 33-928.
47	47
48	48	(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998, inclusive, as amended by this act, or other law must be paid or provision for payment made in a manner permitted by the Secretary of the State.
49	49
50	50	(k) When any document is required or permitted to be filed or recorded as provided in sections 33-600 to 33-998, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
51	51
52	52	(l) As used in this subsection, "filed document" means a document filed with the Secretary of the State under any provision of sections 33-600 to 33-998, inclusive, as amended by this act, except sections 33-920 to 33-937, inclusive, as amended by this act, and section 33-953, as amended by this act, and "plan" means a plan of merger or share exchange. Whenever a provision of sections 33-600 to 33-998, inclusive, as amended by this act, permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
53	53
54	54	(1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;
55	55
56	56	(2) The facts may include, but are not limited to (A) any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data, (B) a determination or action by any person or body, including the corporation or any other party to a plan or filed document, or (C) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
57	57
58	58	(3) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) the registered office of any entity required in a filed document; (C) the registered agent of any entity required in a filed document; (D) the number of authorized shares and designation of each class or series of shares; (E) the effective date of a filed document; and (F) any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which such approval was given; and
59	59
60	60	(4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and such fact is not ascertainable by reference to a source described in subparagraph (A) of subdivision (2) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of the State a certificate of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Certificates of amendment under this subdivision are deemed to be authorized by the authorization of the original plan or filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
61	61
62	62	(m) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-600 to 33-998, inclusive, as amended by this act, to be filed with the Secretary of the State.
63	63
64	64	Sec. 2. Section 33-882 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
65	65
66	66	(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; and (3) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, as amended by this act, and by the certificate of incorporation.
67	67
68	68	(b) No corporation may file a certificate of dissolution under this section until it has filed all annual reports that are due as provided in sections 33-953 and 33-954, as amended by this act.
69	69
70	70	[(b)] (c) A corporation is dissolved upon the effective date of its certificate of dissolution.
71	71
72	72	[(c)] (d) For the purposes of sections 33-880 to 33-903, inclusive, as amended by this act, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
73	73
74	74	Sec. 3. Section 33-932 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
75	75
76	76	(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of the State.
77	77
78	78	(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State and his successors in office as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.
79	79
80	80	(c) No foreign corporation may obtain a certificate of withdrawal under this section until it has filed all annual reports that are due as provided in sections 33-953 and 33-954, as amended by this act.
81	81
82	82	[(c)] (d) After the withdrawal of the corporation is effective, service of process on the Secretary of the State as provided in section 33-929 is service on the foreign corporation.
83	83
84	84	Sec. 4. Section 33-953 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
85	85
86	86	(a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations and public service companies, as defined in section 16-1, and each foreign corporation authorized to transact business in this state, shall file an annual report with the Secretary of the State as prescribed in this section.
87	87
88	88	(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. [Subsequent] On and after January 1, 2011, subsequent annual reports of such domestic corporation and annual reports of each foreign corporation authorized to transact business in this state shall be filed [at such times as may be provided by regulations adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file an annual report according to reporting schedules established by the secretary so as to effect staggered filing of all such reports] by electronic transmission on or after January first and prior to May first. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
89	89
90	90	(c) Each annual report shall set forth as of a date which complies with subsection (d) of this section and which is specified in such report: (1) The name of the corporation; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; [and] (3) the electronic mail address, if any, of the corporation; and (4) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.
91	91
92	92	(d) The date specified in the annual report pursuant to subsection (c) of this section shall (1) not be later than the date of filing the report, and (2) not be earlier than the latest date preceding the date of filing on which any change of circumstances occurred which would affect the statements of fact required in the report.
93	93
94	94	(e) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-608. The Secretary of the State shall [mail] deliver to each domestic corporation at its principal office or electronic mail address, as shown by his records, and to each foreign corporation authorized to transact business in this state at its executive offices or electronic mail address, as last shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a corporation of the requirement of filing the report as provided in this section.
95	95
96	96	Sec. 5. Section 33-1004 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
97	97
98	98	(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.
99	99
100	100	(b) Sections 33-1000 to 33-1290, inclusive, as amended by this act, shall require or permit filing the document in the office of the Secretary of the State.
101	101
102	102	(c) The document shall contain the information required by sections 33-1000 to 33-1290, inclusive, as amended by this act. It may contain other information as well.
103	103
104	104	(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.
105	105
106	106	(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
107	107
108	108	(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
109	109
110	110	(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.
111	111
112	112	(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005, the document shall be in or on the prescribed form.
113	113
114	114	(i) The document shall be delivered to the office of the Secretary of the State for filing. [Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State.] If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218.
115	115
116	116	(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290, inclusive, as amended by this act, or other law, must be paid or provision for payment made in a manner permitted by the Secretary of the State.
117	117
118	118	(k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
119	119
120	120	(l) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-1000 to 33-1290, inclusive, as amended by this act, to be filed with the Secretary of the State.
121	121
122	122	Sec. 6. Section 33-1172 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
123	123
124	124	(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; (3) if dissolution was approved by members, a statement that the proposal to dissolve was duly approved by the members in the manner required by sections 33-1000 to 33-1290, inclusive, as amended by this act, and by the certificate of incorporation; and (4) if dissolution was authorized by the board of directors without member approval, a statement that the dissolution was duly approved by the board of directors and that member approval was not required.
125	125
126	126	(b) No corporation may file a certificate of dissolution under this section until it has filed all annual reports that are due as provided in sections 33-1243 and 33-1244, as amended by this act.
127	127
128	128	[(b)] (c) A corporation is dissolved upon the effective date of its certificate of dissolution.
129	129
130	130	[(c)] (d) For the purposes of sections 33-1170 to 33-1193, inclusive, as amended by this act, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
131	131
132	132	Sec. 7. Section 33-1222 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
133	133
134	134	(a) A foreign corporation authorized to conduct affairs in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of the State.
135	135
136	136	(b) A foreign corporation authorized to conduct affairs in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not conducting affairs in this state and that it surrenders its authority to conduct affairs in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State and his successors in office as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.
137	137
138	138	(c) No foreign corporation may obtain a certificate of withdrawal under this section until it has filed all annual reports that are due as provided in sections 33-1243 and 33-1244, as amended by this act.
139	139
140	140	[(c)] (d) After the withdrawal of the corporation is effective, service of process on the Secretary of the State as provided in section 33-1219, is service on the foreign corporation.
141	141
142	142	Sec. 8. Section 33-1243 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
143	143
144	144	(a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations, credit unions, public service companies, as defined in section 16-1, cemetery associations and incorporated church or religious corporations, and each foreign corporation authorized to conduct affairs in this state, and except corporations formed before January 1, 1961, which under the law in effect on December 31, 1960, were not required to file an annual report, shall file an annual report with the Secretary of the State as prescribed in this section.
145	145
146	146	(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. [Subsequent] On and after January 1, 2011, subsequent annual reports of such domestic corporation and annual reports of each foreign corporation authorized to conduct affairs in this state shall be filed [at such times as may be provided by regulations adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file an annual report according to reporting schedules established by the secretary so as to effect staggered filing of all such reports] by electronic transmission on or after January first and prior to May first. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
147	147
148	148	(c) Each annual report shall set forth as of a date which complies with subsection (d) of this section and which is specified in such report: (1) The name of the corporation and, in the case of a foreign corporation, the state under the laws of which it is incorporated; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; [and] (3) the electronic mail address, if any, of the corporation; and (4) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.
149	149
150	150	(d) The date specified in the annual report pursuant to subsection (c) of this section shall (1) not be later than the date of filing the report, and (2) not be earlier than the latest date preceding the date of filing on which any change of circumstances occurred which would affect the statements of fact required in the report.
151	151
152	152	(e) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-1004, as amended by this act. The Secretary of the State shall [mail] deliver to each domestic corporation at its principal office or electronic mail address, as shown by his records, and to each foreign corporation authorized to conduct affairs in this state at its executive offices or electronic mail address, as last shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a corporation of the requirement of filing the report as provided in this section.
153	153
154	154	Sec. 9. Section 34-9 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
155	155
156	156	As used in this chapter, unless the context otherwise requires:
157	157
158	158	(1) "Address" means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.
159	159
160	160	(2) "Certificate of limited partnership" means the certificate referred to in section 34-10 and the certificate as amended or restated.
161	161
162	162	(3) "Consolidation" means a business combination pursuant to section 34-33b.
163	163
164	164	(4) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
165	165
166	166	(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
167	167
168	168	(6) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u, inclusive, as amended by this act.
169	169
170	170	(7) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.
171	171
172	172	[(5)] (8) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 34-28.
173	173
174	174	[(6)] (9) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.
175	175
176	176	[(7)] (10) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
177	177
178	178	[(8)] (11) "Interests" means the proprietary interests in an other entity.
179	179
180	180	[(9)] (12) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
181	181
182	182	[(10)] (13) "Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners.
183	183
184	184	[(11)] (14) "Merger" means a business combination pursuant to section 34-33a.
185	185
186	186	[(12)] (15) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
187	187
188	188	[(13)] (16) "Other entity" means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.
189	189
190	190	[(14)] (17) "Partner" means a limited or general partner.
191	191
192	192	[(15)] (18) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
193	193
194	194	[(16)] (19) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
195	195
196	196	[(17)] (20) "Party to a consolidation" means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation.
197	197
198	198	[(18)] (21) "Party to a merger" means any domestic or foreign limited partnership or other entity that will merge under a plan of merger.
199	199
200	200	[(19)] (22) "Person" means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation.
201	201
202	202	[(20)] (23) "Plan of merger" means a plan entered into pursuant to section 34-33a.
203	203
204	204	[(21)] (24) "Plan of consolidation" means a plan entered into pursuant to section 34-33b.
205	205
206	206	(25) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
207	207
208	208	[(22)] (26) "State" means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
209	209
210	210	[(23)] (27) "Survivor" means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated.
211	211
212	212	Sec. 10. Section 34-10b of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
213	213
214	214	(a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:
215	215
216	216	(1) Endorse on each copy the word "Filed" and the day, month and year of the filing thereof; and
217	217
218	218	(2) File a signed copy in his office.
219	219
220	220	(b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled.
221	221
222	222	(c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
223	223
224	224	(d) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-9 to 34-38u, inclusive, as amended by this act, to be filed with the Secretary of the State.
225	225
226	226	Sec. 11. Section 34-13e of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
227	227
228	228	(a) On and after January 1, 1996, each limited partnership shall file an annual report with the Secretary of the State that shall be due upon the anniversary of the formation of the limited partnership. On and after January 1, 2011, each limited partnership shall file an annual report by electronic transmission on or after January first and prior to May first. Upon request of a limited partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
229	229
230	230	(b) Each annual report shall set forth: (1) The name of the limited partnership; [and] (2) the address of the office of the limited partnership required to be maintained by section 34-13b; and (3) the electronic mail address, if any, of the limited partnership.
231	231
232	232	(c) Each annual report shall be executed in accordance with section 34-10a and be accompanied by the filing fee established in section 34-38n. The Secretary of the State shall [mail] deliver to each limited partnership at [its] the address of the office required to be maintained by section 34-13b or its electronic mail address, as shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a limited partnership of the requirement of filing the report as provided in this section.
233	233
234	234	Sec. 12. Section 34-32a of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
235	235
236	236	(a) A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth:
237	237
238	238	(1) The name of the limited partnership;
239	239
240	240	(2) The date of filing of the original certificate of limited partnership;
241	241
242	242	(3) The reason for filing the certificate of cancellation;
243	243
244	244	(4) The effective date of cancellation if it is not to be effective upon the filing of the certificate; and
245	245
246	246	(5) Any other information the general partners filing the certificate determine.
247	247
248	248	(b) No limited partnership may file a certificate of cancellation under this section until it has filed all annual reports that are due as provided in sections 34-13e and 34-13f, as amended by this act.
249	249
250	250	Sec. 13. Section 34-38k of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
251	251
252	252	(a) A foreign limited partnership may cancel its registration by filing with the Secretary of the State a signed copy of a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
253	253
254	254	(b) No foreign limited partnership may file a certificate of cancellation under this section until it has filed all annual reports that are due as provided in sections 34-38s and 34-38t, as amended by this act.
255	255
256	256	Sec. 14. Section 34-38s of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
257	257
258	258	(a) On and after January 1, 1996, each foreign limited partnership registered to transact business in this state shall file an annual report with the Secretary of the State that shall be due upon the anniversary of the registration of such foreign limited partnership pursuant to section 34-38g. On and after January 1, 2011, each foreign limited partnership shall file an annual report by electronic transmission on or after January first and prior to May first. Upon request of a foreign limited partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
259	259
260	260	(b) Each annual report shall set forth: (1) The name of the foreign limited partnership and, if different, the name under which such foreign limited partnership transacts business in this state; [, and] (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; and (3) the electronic mail address, if any, of the foreign limited partnership.
261	261
262	262	(c) Each annual report shall be executed in accordance with section 34-10a and be accompanied by the filing fee established in section 34-38n. The Secretary of the State shall [mail] deliver to each foreign limited partnership at its principal office or its electronic mail address, as last shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a foreign limited partnership of the requirement of filing the report as provided in this section.
263	263
264	264	Sec. 15. Section 34-101 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
265	265
266	266	As used in sections 34-100 to 34-242, inclusive, as amended by this act, unless the context otherwise requires:
267	267
268	268	(1) "Address" means a location as described by the full street number, if any, street, city or town, state or county and not a mailing address such as a post office box.
269	269
270	270	(2) "Articles of organization" means articles filed under section 34-121, and those articles as amended or restated.
271	271
272	272	(3) "Corporation" means a corporation formed under the laws of this state or a foreign corporation.
273	273
274	274	(4) "Court" includes every court having jurisdiction in the case.
275	275
276	276	(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
277	277
278	278	(6) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-100 to 34-242, inclusive, as amended by this act.
279	279
280	280	[(5)] (7) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. [and which does not directly involve the physical transfer of paper.]
281	281
282	282	[(6)] (8) "Event of dissociation" means an event that causes a person to cease to be a member, as provided in section 34-180.
283	283
284	284	[(7)] (9) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.
285	285
286	286	[(8)] (10) "Foreign limited liability company" means an entity that is: (A) Organized under the laws of a state other than the laws of this state or under the laws of any foreign country; (B) organized under a statute pursuant to which an entity denominated as a limited liability company may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (C) is not required to be registered or organized under any statute of this state other than sections 34-100 to 34-242, inclusive, as amended by this act.
287	287
288	288	[(9)] (11) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.
289	289
290	290	[(10)] (12) "Limited liability company" or "domestic limited liability company" means an organization having one or more members that is formed under sections 34-100 to 34-242, inclusive, as amended by this act.
291	291
292	292	[(11)] (13) "Limited liability company membership interest" or "interest" or "interest in the limited liability company" means a member's share of the profits and losses of the limited liability company and a member's right to receive distributions of the limited liability company's assets, unless otherwise provided in the operating agreement.
293	293
294	294	[(12)] (14) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.
295	295
296	296	[(13)] (15) "Manager" or "managers" means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with section 34-140.
297	297
298	298	[(14)] (16) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in section 34-179 and who have not disassociated from the limited liability company as provided in section 34-180.
299	299
300	300	[(15)] (17) "Operating agreement" means any agreement, written or oral, as to the conduct of the business and affairs of a limited liability company, which is binding upon all of the members.
301	301
302	302	[(16)] (18) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
303	303
304	304	[(17)] (19) "Organizer" or "organizers" means any member or members or any other person or persons who files or file the articles of organization as provided in section 34-120.
305	305
306	306	[(18)] (20) "Other entity" means any association or legal entity, other than a domestic or foreign limited liability company, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited partnership, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.
307	307
308	308	[(19)] (21) "Party to a consolidation" means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.
309	309
310	310	[(20)] (22) "Party to a merger" means any domestic or foreign limited liability company or other entity that will merge under a plan of merger.
311	311
312	312	[(21)] (23) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.
313	313
314	314	[(22)] (24) "Plan of merger" or "plan of consolidation" means a plan entered into pursuant to section 34-195.
315	315
316	316	[(23)] (25) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.
317	317
318	318	[(24)] (26) "Sign" or "signature" includes any manual, facsimile, [or] conformed or electronic signature.
319	319
320	320	[(25)] (27) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
321	321
322	322	[(26)] (28) "Survivor" means, in a merger or consolidation, the limited liability company or other entity into which one or more other limited liability companies or other entities are merged or consolidated.
323	323
324	324	Sec. 16. Section 34-106 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
325	325
326	326	(a) Each limited liability company shall file an annual report with the Secretary of the State which report shall be due upon the anniversary of the filing of a limited liability company's articles of organization pursuant to section 34-120. On and after January 1, 2011, each limited liability company shall file an annual report by electronic transmission on or after January first and prior to May first. Upon request of a limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
327	327
328	328	(b) Such reporting requirement shall commence on or after January 1, 1995, and continue annually thereafter.
329	329
330	330	(c) Each annual report shall set forth: (1) The name of the limited liability company; (2) the limited liability company's current principal office address; [and] (3) the electronic mail address, if any, of the limited liability company; and (4) the name and respective business and residence addresses of a manager or a member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.
331	331
332	332	(d) If the manager or member named in a limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.
333	333
334	334	(e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112. The Secretary of the State shall [mail] deliver to each limited liability company at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a limited liability company of the requirement of filing the report as provided in this section.
335	335
336	336	Sec. 17. Section 34-110 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
337	337
338	338	(a) The original signed copy of the articles of organization or any other document required to be filed pursuant to sections 34-100 to 34-242, inclusive, as amended by this act, shall be delivered to the Secretary of the State. The articles of organization or any other document required to be filed shall be typewritten or printed or, if [authorized by the Secretary of the State,] electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form. Unless the Secretary of the State determines that the document does not conform to the filing provisions of said sections, the Secretary of the State shall, when all required filing fees have been paid: (1) Endorse on each signed document "filed" and the date and time of its acceptance for filing; and (2) retain the signed document in the Secretary of the State's files.
339	339
340	340	(b) When any document is required or permitted to be filed or recorded as provided in sections 34-100 to 34-242, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
341	341
342	342	(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-100 to 34-242, inclusive, as amended by this act, to be filed with the Secretary of the State.
343	343
344	344	[(c)] (d) If the Secretary of the State determines that the document does not conform to the filing provisions of sections 34-100 to 34-242, inclusive, as amended by this act, or is not accompanied by all fees required by law, the document shall not be filed and the Secretary of the State shall return the document to the person originally submitting it.
345	345
346	346	Sec. 18. Section 34-211 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
347	347
348	348	(a) After the dissolution of a limited liability company pursuant to section 34-206, the limited liability company shall file articles of dissolution in the office of the Secretary of the State which set forth: (1) The name of the limited liability company; (2) the reason for filing the articles of dissolution; (3) the effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon the filing; and (4) any other information the members or managers filing the articles of dissolution may determine.
349	349
350	350	(b) No limited liability company may file articles of dissolution under this section until it has filed all annual reports that are due as provided in sections 34-106 and 34-107, as amended by this act.
351	351
352	352	Sec. 19. Section 34-229 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
353	353
354	354	(a) A foreign limited liability company registered to transact business in this state shall file an annual report in the office of the Secretary of the State which report shall be due upon the anniversary of such foreign limited liability company's registration pursuant to section 34-223. On and after January 1, 2011, each foreign limited liability company shall file an annual report by electronic transmission on or after January first and prior to May first. Upon request of a foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
355	355
356	356	(b) Such reporting requirement shall commence on and after January 1, 1995, and continue annually thereafter.
357	357
358	358	(c) Each annual report shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which such foreign limited liability company transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited liability company's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; [and] (3) the electronic mail address, if any, of the foreign limited liability company; and (4) the name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk.
359	359
360	360	(d) If the manager or member named in a foreign limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the foreign limited liability company has filed such annual report, but not later than thirty days preceding the month during which the foreign limited liability company's next annual report becomes due, the foreign limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the foreign limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the foreign limited liability company's next annual report becomes due shall be reflected in such next annual report.
361	361
362	362	(e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112. The Secretary of the State shall [mail] deliver to each foreign limited liability company at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a foreign limited liability company of the requirement of filing the report as provided in this section.
363	363
364	364	Sec. 20. Section 34-231 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
365	365
366	366	(a) A foreign limited liability company authorized to transact business in this state may cancel its registration upon procuring from the Secretary of the State a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the Secretary of the State an application for cancellation, which shall set forth: (1) The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized; (2) that the foreign limited liability company is not transacting business in this state; (3) that the foreign limited liability company surrenders its certificate of registration to transact business in this state; (4) that the foreign limited liability company revokes the authority of its statutory agent for service of process in this state and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on such foreign limited liability company by service thereof upon the Secretary of the State; and (5) an address to which a person may mail a copy of any process against the foreign limited liability company.
367	367
368	368	(b) The application for cancellation shall be in the form and manner designated by the Secretary of the State and shall be executed by the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign limited liability company is in the hands of a receiver or trustee or other court-appointed fiduciary, by such receiver, trustee or fiduciary.
369	369
370	370	(c) No foreign limited liability company may procure a certificate of cancellation under this section until it has filed all annual reports that are due as provided in sections 34-229 and 34-230, as amended by this act.
371	371
372	372	[(c)] (d) A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of business in this state.
373	373
374	374	Sec. 21. Section 34-301 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
375	375
376	376	As used in sections 34-300 to [34-399] 34-434, inclusive, as amended by this act:
377	377
378	378	(1) "Business" includes every trade, occupation and profession.
379	379
380	380	(2) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.
381	381
382	382	(3) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
383	383
384	384	[(3)] (4) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
385	385
386	386	(5) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-300 to 34-434, inclusive, as amended by this act.
387	387
388	388	(6) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.
389	389
390	390	[(4)] (7) "Foreign registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of any state other than this state and registered or denominated as a registered limited liability partnership or limited liability partnership under the laws of such other state.
391	391
392	392	[(5)] (8) "Interests" means the proprietary interests in an other entity.
393	393
394	394	[(6)] (9) "Merger" means a business combination pursuant to section 34-388.
395	395
396	396	[(7)] (10) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
397	397
398	398	[(8)] (11) "Other entity" means any association or legal entity, other than a domestic or foreign partnership, organized to conduct business, including, but not limited to, a corporation, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.
399	399
400	400	[(9)] (12) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a registered limited liability partnership.
401	401
402	402	[(10)] (13) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
403	403
404	404	[(11)] (14) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
405	405
406	406	[(12)] (15) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
407	407
408	408	[(13)] (16) "Party to a merger" means any domestic or foreign partnership or other entity that will merge under a plan of merger.
409	409
410	410	[(14)] (17) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
411	411
412	412	[(15)] (18) "Plan of merger" means a plan entered into pursuant to section 34-388.
413	413
414	414	[(16)] (19) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein.
415	415
416	416	[(17)] (20) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419, and complying with sections 34-406 and 34-420, as amended by this act.
417	417
418	418	(21) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
419	419
420	420	[(18)] (22) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
421	421
422	422	[(19)] (23) "Statement" means a statement of partnership authority under section 34-324, a statement of denial under section 34-325, a statement of dissociation under section 34-365, a statement of dissolution under section 34-376, a statement of merger under section 34-390, or an amendment or cancellation of any of the foregoing.
423	423
424	424	[(20)] (24) "Survivor" in a merger means the partnership or other entity into which one or more other partnerships or other entities are merged or consolidated. A survivor of a merger may preexist the merger or be created by the merger.
425	425
426	426	[(21)] (25) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.
427	427
428	428	Sec. 22. Section 34-411 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
429	429
430	430	(a) The original signed copy of a certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership or of any other document required to be filed pursuant to sections 34-300 to 34-434, inclusive, as amended by this act, shall be delivered to the Secretary of the State. Unless the Secretary of the State determines that the documents do not conform to the filing provisions of said sections, he shall, when all required filing fees have been paid: (1) Endorse on each signed original "filed" and the date and time of its acceptance for filing; and (2) retain the signed original in his files.
431	431
432	432	(b) When any document is required or permitted to be filed or recorded as provided in sections 34-300 to 34-434, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
433	433
434	434	(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-300 to 34-434, inclusive, as amended by this act, to be filed with the Secretary of the State.
435	435
436	436	[(b)] (d) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-300 to 34-434, inclusive, as amended by this act, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.
437	437
438	438	Sec. 23. Section 34-420 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
439	439
440	440	(a) Each registered limited liability partnership shall file an annual report with the Secretary of the State, which report shall be due upon the anniversary of the filing of a certificate of limited liability partnership pursuant to section 34-419. On and after January 1, 2011, each registered limited liability partnership shall file an annual report by electronic transmission on or after January first and prior to May first. Upon request of a registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the registered limited liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
441	441
442	442	(b) Such reporting requirement shall commence on or after January 1, 1997, and continue annually thereafter.
443	443
444	444	(c) Each annual report shall set forth: (1) The name of the registered limited liability partnership; [, and] (2) the registered limited liability partnership's current principal office address; and (3) the electronic mail address, if any, of the registered limited liability partnership.
445	445
446	446	(d) Each annual report shall be executed in accordance with section 34-410 and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall [mail] deliver to each registered limited liability partnership at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a registered limited liability partnership of the requirement of filing the report as provided in this section.
447	447
448	448	Sec. 24. Section 34-423 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
449	449
450	450	(a) A registered limited liability partnership may renounce its status as a registered limited liability partnership by filing a renunciation of status report in the office of the Secretary of the State which sets forth: (1) The name of the registered limited liability partnership; (2) that it renounces its status as a registered limited liability partnership; (3) the effective date, which shall be a date certain, of the renunciation of status if such is not to be effective upon the filing; and (4) any other information the partnership may determine to include. Renunciation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of renunciation.
451	451
452	452	(b) No registered limited liability partnership may file a renunciation of status report under this section until it has filed all annual reports that are due as provided in sections 34-420 and 34-421, as amended by this act.
453	453
454	454	Sec. 25. Section 34-431 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
455	455
456	456	(a) A foreign registered limited liability partnership authorized to transact business in this state shall file an annual report in the office of the Secretary of the State which report shall be due upon the anniversary of such foreign registered limited liability partnership's certificate of authority pursuant to section 34-429. On and after January 1, 2011, each foreign registered limited liability partnership shall file an annual report by electronic transmission on or after January first and prior to May first. Upon request of a foreign registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign registered limited liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
457	457
458	458	(b) Such reporting requirement shall commence on and after January 1, 1997, and continue annually thereafter.
459	459
460	460	(c) Each annual report shall set forth: (1) The name of the foreign registered limited liability partnership and, if different, the name under which such foreign registered limited liability partnership transacts business in this state; [and] (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign registered limited liability partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; and (3) the electronic mail address, if any, of the foreign registered limited liability partnership.
461	461
462	462	(d) Each annual report shall be executed in accordance with section 34-410, and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall [mail] deliver to each foreign registered limited liability partnership at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a foreign registered limited liability partnership of the requirement of filing the report as provided in this section.
463	463
464	464	Sec. 26. Section 34-434 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
465	465
466	466	(a) A foreign registered limited liability partnership may withdraw its certificate of authority by filing a report in the office of the Secretary of the State which sets forth: (1) The name of the foreign registered limited liability partnership; (2) that it withdraws its certificate of authority effective upon filing; and (3) any other information the partnership may determine to include.
467	467
468	468	(b) No foreign registered limited liability partnership may file a withdrawal of its certificate of authority under this section until it has filed all annual reports that are due as provided in sections 34-431 and 34-432, as amended by this act.
469	469
470	470	Sec. 27. Section 34-501 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
471	471
472	472	For purposes of sections 34-500 to 34-547, inclusive, as amended by this act:
473	473
474	474	(1) "Beneficial owner" means any owner of a beneficial interest in a statutory trust. Beneficial ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in accordance with the applicable provisions of the governing instrument of the statutory trust.
475	475
476	476	(2) "Statutory trust" or "domestic statutory trust" means an unincorporated association which (A) is created by a trust instrument under which property is or will be held, managed, administered, controlled, invested, reinvested or operated, or business or professional activities are carried on or will be carried on, by a trustee or trustees for the benefit of such person or persons as are or may become entitled to a beneficial interest in the trust property, including but not limited to a trust of the type known at common law as a "business trust" or "Massachusetts trust" or "grantor trust", or a trust qualifying as a real estate investment trust under Section 856 et seq., of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, or a trust qualifying as a real estate mortgage investment conduit under Section 860D of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, and (B) files a certificate of trust pursuant to section 34-503. Any such association organized before or after October 1, 1997, shall be a statutory trust and a separate legal entity.
477	477
478	478	(3) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-500 to 34-547, inclusive, as amended by this act.
479	479
480	480	[(3)] (4) "Foreign statutory trust" means any business trust, association or similar entity which is not organized under the laws of this state.
481	481
482	482	[(4)] (5) "Governing instrument" means a trust instrument which creates a statutory trust and provides for the governance of the affairs of the statutory trust and the conduct of its business. A governing instrument: (A) May provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest; and (B) may consist of one or more agreements, instruments or other writings and may refer to or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees.
483	483
484	484	[(5)] (6) "Other business entity" means a corporation, a limited liability company, a general or limited partnership, a limited liability partnership, a common law trust or any other unincorporated business.
485	485
486	486	[(6)] (7) "Person" means a natural person, partnership, limited partnership, limited liability partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
487	487
488	488	(8) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
489	489
490	490	[(7)] (9) "Trustee" means the person or persons appointed as a trustee in accordance with the governing instrument of a statutory trust and may include one or more of the beneficial owners of the statutory trust.
491	491
492	492	Sec. 28. Section 34-503 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
493	493
494	494	(a) Every statutory trust shall file [the original,] a signed copy of its certificate of trust with the office of the Secretary of the State. The certificate of trust shall set forth:
495	495
496	496	(1) A name of the statutory trust that satisfies the requirements of section 34-506;
497	497
498	498	(2) The future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate;
499	499
500	500	(3) The principal office address of the statutory trust;
501	501
502	502	(4) The appointment of a statutory agent for service of process, as required by section 34-507; and
503	503
504	504	(5) Any other information the trustees determine to include therein.
505	505
506	506	(b) (1) A certificate of trust may be amended by filing a certificate of amendment thereto with the office of the Secretary of the State. The certificate of amendment shall set forth: (A) The name of the statutory trust; (B) the date of filing of the [original] initial certificate of trust; (C) the amendment to the certificate; and (D) the future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate.
507	507
508	508	(2) A certificate of trust may be amended at any time for any purpose as the trustees may determine, provided the certificate of trust as amended contains those provisions that are required by law to be contained in a certificate of trust at the time of making the amendment.
509	509
510	510	(c) (1) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth: (A) The present name of the statutory trust and, if it has been changed, the name under which the statutory trust was originally formed; (B) the date of filing of the [original] initial certificate of trust; (C) the information required to be included pursuant to subsection (a) of this section; (D) the future effective date, which shall be a date certain, of effectiveness of the restated certificate of trust if it is not to be effective upon the filing of the restated certificate of trust; and (E) any other information the trustees determine to include therein.
511	511
512	512	(2) A certificate of trust may be restated at any time for any purpose as the trustees may determine.
513	513
514	514	(d) A certificate of trust shall be cancelled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth: (1) The name of the statutory trust; (2) the date of filing of the [original] initial certificate of trust; (3) the reason for filing the certificate of cancellation; (4) the future effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the trustees determine to include therein.
515	515
516	516	(e) When any document is required or permitted to be filed or recorded as provided in sections 34-500 to 34-547, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
517	517
518	518	[(e)] (f) Unless the office of the Secretary of the State determines that a document filed with it pursuant to this section does not conform to law, it shall, when all required filing fees have been paid, endorse on each signed [original of such] document the word "Filed" and the date and time of its acceptance for filing and retain the [original] signed document in its files.
519	519
520	520	Sec. 29. Section 34-429 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
521	521
522	522	Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-406; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-408 and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a "foreign registered limited liability partnership" as defined in [subdivision (4) of] section 34-301, as amended by this act; (6) a brief statement of the business in which the partnership engages; and (7) any other matters the partnership may determine to include.
523	523
524	524	Sec. 30. Section 34-531 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2011):
525	525
526	526	Before transacting business in this state, a foreign statutory trust shall register with the Secretary of the State. In order to register, a foreign statutory trust shall submit to the Secretary of the State an original signed copy of an application for registration as a foreign statutory trust executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign statutory trust and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign statutory trust required to be maintained by section 34-532 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign statutory trust; (5) a representation that the foreign statutory trust is a "foreign statutory trust" as defined in [subdivision (3) of] section 34-501, as amended by this act; and (6) the character of the business which the statutory trust intends to transact in this state.
527	527
528	528
529	529
530	530
531	531	This act shall take effect as follows and shall amend the following sections:
532	532	Section 1 January 1, 2011 33-608
533	533	Sec. 2 January 1, 2011 33-882
534	534	Sec. 3 January 1, 2011 33-932
535	535	Sec. 4 January 1, 2011 33-953
536	536	Sec. 5 January 1, 2011 33-1004
537	537	Sec. 6 January 1, 2011 33-1172
538	538	Sec. 7 January 1, 2011 33-1222
539	539	Sec. 8 January 1, 2011 33-1243
540	540	Sec. 9 January 1, 2011 34-9
541	541	Sec. 10 January 1, 2011 34-10b
542	542	Sec. 11 January 1, 2011 34-13e
543	543	Sec. 12 January 1, 2011 34-32a
544	544	Sec. 13 January 1, 2011 34-38k
545	545	Sec. 14 January 1, 2011 34-38s
546	546	Sec. 15 January 1, 2011 34-101
547	547	Sec. 16 January 1, 2011 34-106
548	548	Sec. 17 January 1, 2011 34-110
549	549	Sec. 18 January 1, 2011 34-211
550	550	Sec. 19 January 1, 2011 34-229
551	551	Sec. 20 January 1, 2011 34-231
552	552	Sec. 21 January 1, 2011 34-301
553	553	Sec. 22 January 1, 2011 34-411
554	554	Sec. 23 January 1, 2011 34-420
555	555	Sec. 24 January 1, 2011 34-423
556	556	Sec. 25 January 1, 2011 34-431
557	557	Sec. 26 January 1, 2011 34-434
558	558	Sec. 27 January 1, 2011 34-501
559	559	Sec. 28 January 1, 2011 34-503
560	560	Sec. 29 January 1, 2011 34-429
561	561	Sec. 30 January 1, 2011 34-531
562	562
563	563	This act shall take effect as follows and shall amend the following sections:
564	564
565	565	Section 1
566	566
567	567	January 1, 2011
568	568
569	569	33-608
570	570
571	571	Sec. 2
572	572
573	573	January 1, 2011
574	574
575	575	33-882
576	576
577	577	Sec. 3
578	578
579	579	January 1, 2011
580	580
581	581	33-932
582	582
583	583	Sec. 4
584	584
585	585	January 1, 2011
586	586
587	587	33-953
588	588
589	589	Sec. 5
590	590
591	591	January 1, 2011
592	592
593	593	33-1004
594	594
595	595	Sec. 6
596	596
597	597	January 1, 2011
598	598
599	599	33-1172
600	600
601	601	Sec. 7
602	602
603	603	January 1, 2011
604	604
605	605	33-1222
606	606
607	607	Sec. 8
608	608
609	609	January 1, 2011
610	610
611	611	33-1243
612	612
613	613	Sec. 9
614	614
615	615	January 1, 2011
616	616
617	617	34-9
618	618
619	619	Sec. 10
620	620
621	621	January 1, 2011
622	622
623	623	34-10b
624	624
625	625	Sec. 11
626	626
627	627	January 1, 2011
628	628
629	629	34-13e
630	630
631	631	Sec. 12
632	632
633	633	January 1, 2011
634	634
635	635	34-32a
636	636
637	637	Sec. 13
638	638
639	639	January 1, 2011
640	640
641	641	34-38k
642	642
643	643	Sec. 14
644	644
645	645	January 1, 2011
646	646
647	647	34-38s
648	648
649	649	Sec. 15
650	650
651	651	January 1, 2011
652	652
653	653	34-101
654	654
655	655	Sec. 16
656	656
657	657	January 1, 2011
658	658
659	659	34-106
660	660
661	661	Sec. 17
662	662
663	663	January 1, 2011
664	664
665	665	34-110
666	666
667	667	Sec. 18
668	668
669	669	January 1, 2011
670	670
671	671	34-211
672	672
673	673	Sec. 19
674	674
675	675	January 1, 2011
676	676
677	677	34-229
678	678
679	679	Sec. 20
680	680
681	681	January 1, 2011
682	682
683	683	34-231
684	684
685	685	Sec. 21
686	686
687	687	January 1, 2011
688	688
689	689	34-301
690	690
691	691	Sec. 22
692	692
693	693	January 1, 2011
694	694
695	695	34-411
696	696
697	697	Sec. 23
698	698
699	699	January 1, 2011
700	700
701	701	34-420
702	702
703	703	Sec. 24
704	704
705	705	January 1, 2011
706	706
707	707	34-423
708	708
709	709	Sec. 25
710	710
711	711	January 1, 2011
712	712
713	713	34-431
714	714
715	715	Sec. 26
716	716
717	717	January 1, 2011
718	718
719	719	34-434
720	720
721	721	Sec. 27
722	722
723	723	January 1, 2011
724	724
725	725	34-501
726	726
727	727	Sec. 28
728	728
729	729	January 1, 2011
730	730
731	731	34-503
732	732
733	733	Sec. 29
734	734
735	735	January 1, 2011
736	736
737	737	34-429
738	738
739	739	Sec. 30
740	740
741	741	January 1, 2011
742	742
743	743	34-531
744	744
745	745	Statement of Purpose:
746	746
747	747	To make revisions concerning the timing and manner of the filing of annual reports and other documents with the Secretary of the State by domestic and foreign corporations, limited partnerships, limited liability companies, limited liability partnerships and statutory trusts.
748	748
749	749	[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]