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General Assembly Raised Bill No. 1119
January Session, 2023
LCO No. 4823
Referred to Committee on JUDICIARY
Introduced by:
(JUD)
AN ACT CONCERNING BUSINESS REGISTRATIONS WITH THE
OFFICE OF THE SECRETARY OF THE STATE.
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
Section 1. Subsection (a) of section 33-636 of the general statutes is 1
repealed and the following is substituted in lieu thereof (Effective January 2
1, 2024): 3
(a) The certificate of incorporation shall set forth: (1) A corporate 4
name for the corporation that satisfies the requirements of section 33-5
655; (2) the number of shares the corporation is authorized to issue; (3) 6
the street and mailing address of the corporation's initial registered 7
office and the name of its initial registered agent at that office; [and] (4) 8
the name and address of each incorporator; (5) the electronic mail 9
address of the corporation; and (6) the corporation's North American 10
Industry Classification System Code. 11
Sec. 2. Subsection (a) of section 33-922 of the general statutes is 12
repealed and the following is substituted in lieu thereof (Effective January 13
1, 2024): 14 Raised Bill No. 1119
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(a) A foreign corporation may apply for a certificate of authority to 15
transact business in this state by delivering an application to the 16
Secretary of the State for filing. The application shall set forth: (1) The 17
name of the foreign corporation or, if its name is unavailable for use in 18
this state, a corporate name that satisfies the requirements of section 33-19
925; (2) the name of the state or country under whose law it is 20
incorporated; (3) its date of incorporation and period of duration; (4) the 21
street address of its principal office; (5) the address of its registered office 22
in this state and the name of its registered agent at that office; (6) the 23
electronic mail address [, if any,] of the corporation; [and] (7) the names 24
and respective business and residence addresses of the directors and 25
officers of the foreign corporation, except that if good cause is shown, 26
the Secretary of the State may accept business addresses in lieu of 27
business and residence addresses of the directors and officers of the 28
corporation; and (8) the foreign corporation's North American Industry 29
Classification System Code. For purposes of this section, a showing of 30
good cause shall include, but not be limited to, a showing that public 31
disclosure of the residence addresses of the corporation's directors and 32
officers may expose the personal security of such directors and officers 33
to significant risk. 34
Sec. 3. Subsection (a) of section 33-1026 of the general statutes is 35
repealed and the following is substituted in lieu thereof (Effective January 36
1, 2024): 37
(a) The certificate of incorporation shall set forth: (1) A corporate 38
name for the corporation that satisfies the requirements of section 33-39
1045; (2) a statement that the corporation is nonprofit and that the 40
corporation shall not have or issue shares of stock or make distributions; 41
(3) whether the corporation is to have members and, if it is to have 42
members, the provisions which under section 33-1055 are required to be 43
set forth in the certificate of incorporation; (4) the street address of the 44
corporation's initial registered office and the name of its initial 45
registered agent at that office; (5) the name and address of each 46
incorporator; [and] (6) the nature of the activities to be conducted or the 47
purposes to be promoted or carried out, except that it shall be sufficient 48 Raised Bill No. 1119
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to state, either alone or with other activities or purposes, that the 49
purpose of the corporation is to engage in any lawful act or activity for 50
which corporations may be formed under sections 33-1000 to 33-1290, 51
inclusive, and by such statement all lawful acts and activities shall be 52
within the purposes of the corporation, except for express limitations, if 53
any; (7) the electronic mail address of the corporation; and (8) the 54
corporation's North American Industry Classification System Code. 55
Sec. 4. Subsection (a) of section 33-1212 of the general statutes is 56
repealed and the following is substituted in lieu thereof (Effective January 57
1, 2024): 58
(a) A foreign corporation may apply for a certificate of authority to 59
conduct affairs in this state by delivering an application to the Secretary 60
of the State for filing. The application shall set forth: (1) The name of the 61
foreign corporation or, if its name is unavailable for use in this state, a 62
corporate name that satisfies the requirements of section 33-1215; (2) the 63
name of the state or country under whose law it is incorporated; (3) its 64
date of incorporation and period of duration; (4) the street address of its 65
principal office; (5) the address of its registered office in this state and 66
the name of its registered agent at that office; (6) the electronic mail 67
address [, if any,] of the corporation; [and] (7) the names and respective 68
business and residence addresses of the directors and officers of the 69
foreign corporation, except that if good cause is shown, the Secretary of 70
the State may accept business addresses in lieu of business and 71
residence addresses of the directors and officers of the corporation; and 72
(8) the foreign corporation's North American Industry Classification 73
System Code. For purposes of this section, a showing of good cause shall 74
include, but not be limited to, a showing that public disclosure of the 75
residence addresses of the corporation's directors and officers may 76
expose the personal security of such directors and officers to significant 77
risk. 78
Sec. 5. Subsection (a) of section 34-10 of the general statutes is 79
repealed and the following is substituted in lieu thereof (Effective January 80
1, 2024): 81 Raised Bill No. 1119
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(a) In order to form a limited partnership a certificate of limited 82
partnership must be executed as provided in section 34-10a and the 83
certificate shall set forth: 84
(1) The name of the limited partnership and the address of the office 85
required to be maintained by section 34-13b; 86
(2) The name and address of the agent for service of process required 87
to be maintained by section 34-13b; 88
(3) The name and business address of each general partner; 89
[(4) The latest date upon which the limited partnership is to dissolve;] 90
[(5)] (4) Any other matters the partners determine to include therein; 91
and 92
[(6)] (5) The electronic mail address [, if any,] of the limited 93
partnership; and 94
(6) The limited partnership's North American Industry Classification 95
System Code. 96
Sec. 6. Subsection (b) of section 34-13e of the general statutes is 97
repealed and the following is substituted in lieu thereof (Effective January 98
1, 2024): 99
(b) Each annual report shall set forth: (1) The name of the limited 100
partnership; (2) the address of the office of the limited partnership 101
required to be maintained by section 34-13b; (3) the electronic mail 102
address [, if any,] of the limited partnership; (4) if applicable, the name 103
and address of the statutory agent; [and (5) such additional information, 104
including the] (5) the name and business address of the general partner; 105
and (6) the limited partnership's North American Industry 106
Classification System Code. [, that the Secretary deems pertinent for 107
determining the principal purpose of the limited partnership.] 108
Sec. 7. Section 34-38g of the general statutes is repealed and the 109 Raised Bill No. 1119
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following is substituted in lieu thereof (Effective January 1, 2024): 110
Before transacting business in this state, a foreign limited partnership 111
shall register with the Secretary of the State. In order to register, a 112
foreign limited partnership shall submit to the Secretary of the State [a 113
signed copy of the] an application for registration as a foreign limited 114
partnership, signed [and sworn to] by a general partner and setting 115
forth: (1) The name of the foreign limited partnership and, if different, 116
the name under which it proposes to register and transact business in 117
the state; (2) the state and date of its formation; (3) the general character 118
of the business it proposes to transact in this state; (4) the name and 119
address of the agent in this state for service of process on the foreign 120
limited partnership required to be maintained by section 34-38p and an 121
acceptance of such appointment signed by the agent appointed if other 122
than the Secretary of the State; (5) the address of the office required to 123
be maintained in the state of its organization by the laws of that state, 124
or, if not so required, of the principal office of the foreign limited 125
partnership; (6) the name and business address of each general partner; 126
(7) the address of the office at which is kept a list of the names and 127
addresses of the limited partners and their capital contributions, 128
together with an undertaking by the foreign limited partnership to keep 129
those records until the foreign limited partnership registration in this 130
state is cancelled or withdrawn; (8) the date the foreign limited 131
partnership commenced transacting business in this state; [and] (9) the 132
electronic mail address [, if any,] of the foreign limited partnership; and 133
(10) the foreign limited partnership's North American Industry 134
Classification System Code. 135
Sec. 8. Section 34-38j of the general statutes is repealed and the 136
following is substituted in lieu thereof (Effective January 1, 2024): 137
If any statement in the application for registration of a foreign limited 138
partnership was false when made or any arrangements or other facts 139
described have changed, making the application inaccurate in any 140
respect, the foreign limited partnership shall promptly file in the office 141
of the Secretary of the State a [signed copy of a] certificate, signed [and 142 Raised Bill No. 1119
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sworn to] by a general partner, correcting such statement. 143
Sec. 9. Section 34-38k of the general statutes is repealed and the 144
following is substituted in lieu thereof (Effective January 1, 2024): 145
A foreign limited partnership may cancel its registration by filing 146
with the Secretary of the State [a signed copy of] a certificate of 147
cancellation signed [and sworn to] by a general partner. A cancellation 148
does not terminate the authority of the Secretary of the State to accept 149
service of process on the foreign limited partnership with respect to 150
causes of action arising out of the transactions of business in this state. 151
Sec. 10. Subsection (b) of section 34-38s of the general statutes is 152
repealed and the following is substituted in lieu thereof (Effective January 153
1, 2024): 154
(b) Each annual report shall set forth: (1) The name of the foreign 155
limited partnership and, if different, the name under which such foreign 156
limited partnership transacts business in this state; (2) the address of the 157
office required to be maintained in the state or other jurisdiction of the 158
foreign limited partnership's organization by the laws of that state or 159
jurisdiction or, if not so required, the address of its principal office; [and] 160
(3) the electronic mail address [, if any,] of the foreign limited 161
partnership; and (4) the foreign limited partnership's North American 162
Industry Classification System Code. 163
Sec. 11. Subsection (b) of section 34-247 of the general statutes is 164
repealed and the following is substituted in lieu thereof (Effective January 165
1, 2024): 166
(b) A certificate of organization shall state: (1) The name of the limited 167
liability company, which shall comply with section 34-243k; (2) the 168
street address and mailing address of the company's principal office; (3) 169
the name of a registered agent appointed in compliance with section 34-170
243n, along with the street address and mailing address in this state of 171
the company's registered agent; (4) the name, business address and 172
residence address of at least one manager or member of the limited 173 Raised Bill No. 1119
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liability company, except that if good cause is shown, the Secretary of 174
the State may accept a business address in lieu of the business and 175
residence addresses of such manager or member, provided, for 176
purposes of this subsection, a showing of good cause shall include, but 177
not be limited to, a showing that public disclosure of the residence 178
address of the manager or member of the limited liability company may 179
expose the personal security of such manager or member to significant 180
risk; [and] (5) the electronic mail address [, if any,] of the limited liability 181
company; and (6) the limited liability company's North American 182
Industry Classification System Code. 183
Sec. 12. Section 34-275b of the general statutes is repealed and the 184
following is substituted in lieu thereof (Effective January 1, 2024): 185
To register to do business in this state, a foreign limited liability 186
company must deliver a foreign registration certificate to the Secretary 187
of the State for filing. The certificate shall set forth: 188
(1) The name of the company and, if the name does not comply with 189
section 34-243k, an alternate name adopted pursuant to subsection (a) 190
of section 34-275e; 191
(2) That the company is a foreign limited liability company; 192
(3) The name of the company's governing jurisdiction; 193
(4) The street and mailing addresses of the company's principal office 194
and, if the law of the governing jurisdiction requires the company to 195
maintain an office in that jurisdiction, the street and mailing addresses 196
of the required office; 197
(5) The name and address of the agent in this state for service of 198
process on the foreign limited liability company required to be 199
maintained by section 34-243n and an acceptance of such appointment 200
signed by the agent appointed if other than the Secretary of the State; 201
(6) The name and respective business and residence addresses of a 202
manager or a member of the foreign limited liability company, except 203 Raised Bill No. 1119
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that, if good cause is shown, the Secretary of the State may accept a 204
business address in lieu of business and residence addresses of such 205
manager or member. For the purposes of this subdivision, a showing of 206
good cause shall include, but need not be limited to, a showing that 207
public disclosure of the residence address of the manager or member of 208
the foreign limited liability company may expose the personal security 209
of such manager or member to significant risk; [and] 210
(7) The electronic mail address [, if any,] of the foreign limited liability 211
company; and 212
(8) The foreign limited liability company's North American Industry 213
Classification System Code. 214
Sec. 13. Subsection (a) of section 34-419 of the general statutes is 215
repealed and the following is substituted in lieu thereof (Effective January 216
1, 2024): 217
(a) To become a registered limited liability partnership, a partnership 218
shall file a certificate of limited liability partnership with the Secretary 219
of the State, stating the name of the partnership, which shall conform to 220
the requirements of section 34-406; the address of its principal office; if 221
the partnership's principal office is not located in this state, the address 222
of a registered office and the name and address of a registered agent for 223
service of process in this state, which the partnership will be required to 224
maintain under section 34-408; a brief statement of the business in which 225
the partnership engages; the electronic mail address [, if any,] of the 226
registered limited liability partnership; the registered limited liability 227
partnership's North American Industry Classification System Code; any 228
other matters the partnership may determine to include; and that the 229
partnership thereby applies for status as a registered limited liability 230
partnership. 231
Sec. 14. Section 34-429 of the general statutes is repealed and the 232
following is substituted in lieu thereof (Effective January 1, 2024): 233
Before transacting business in this state, a foreign registered limited 234 Raised Bill No. 1119
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liability partnership shall file a certificate of authority with the Secretary 235
of the State executed by a person with authority to do so under the laws 236
of the state or other jurisdiction where it is registered as a registered 237
limited liability partnership. The certificate of authority shall set forth: 238
(1) The name of the partnership and, if different, the name under which 239
it proposes to transact business in this state, either of which shall 240
conform to the requirements of section 34-406; (2) the state or other 241
jurisdiction where it is registered as a registered limited liability 242
partnership and the date of its registration; (3) the name and address of 243
the agent in this state for service of process required to be maintained 244
by section 34-408 and an acceptance of such appointment signed by the 245
agent appointed; (4) the address of the office required to be maintained 246
in the state or other jurisdiction of its organization by the laws of that 247
state or jurisdiction or, if not so required, of the principal office of the 248
partnership; (5) a representation that the partnership is a "foreign 249
registered limited liability partnership" as defined in section 34-301; (6) 250
a brief statement of the business in which the partnership engages; (7) 251
the electronic mail address [, if any,] of the foreign registered limited 252
liability partnership; (8) the foreign registered limited liability 253
partnership's North American Industry Classification System Code; and 254
[(8)] (9) any other matters the partnership may determine to include. 255
Sec. 15. Subsection (a) of section 34-503 of the general statutes is 256
repealed and the following is substituted in lieu thereof (Effective January 257
1, 2024): 258
(a) Every statutory trust shall file a signed copy of its certificate of 259
trust with the office of the Secretary of the State. The certificate of trust 260
shall set forth: 261
(1) A name of the statutory trust that satisfies the requirements of 262
section 34-506; 263
(2) The future effective date, which shall be a date certain, of 264
effectiveness of the certificate if it is not to be effective upon the filing of 265
the certificate; 266 Raised Bill No. 1119
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(3) The principal office address of the statutory trust; 267
(4) The appointment of a statutory agent for service of process, as 268
required by section 34-507; [and] 269
(5) The electronic mail address of the statutory trust; 270
(6) The statutory trust's North American Industry Classification 271
System Code; and 272
[(5)] (7) Any other information the trustees determine to include 273
therein. 274
Sec. 16. Section 34-531 of the general statutes is repealed and the 275
following is substituted in lieu thereof (Effective January 1, 2024): 276
Before transacting business in this state, a foreign statutory trust shall 277
register with the Secretary of the State. In order to register, a foreign 278
statutory trust shall submit to the Secretary of the State a signed copy of 279
an application for registration as a foreign statutory trust executed by a 280
person with authority to do so under the laws of the state or other 281
jurisdiction of its formation. The application shall set forth: (1) The name 282
of the foreign statutory trust and, if different, the name under which it 283
proposes to transact business in this state; (2) the state or other 284
jurisdiction where formed, and date of its organization; (3) the name and 285
address of the agent in this state for service of process on the foreign 286
statutory trust required to be maintained by section 34-532 and an 287
acceptance of such appointment signed by the agent appointed if other 288
than the Secretary of the State; (4) the address of the office required to 289
be maintained in the state or other jurisdiction of its organization by the 290
laws of that state or jurisdiction or, if not so required, of the principal 291
office of the foreign statutory trust; (5) a representation that the foreign 292
statutory trust is a "foreign statutory trust" as defined in section 34-501; 293
[and] (6) the character of the business which the statutory trust intends 294
to transact in this state; (7) the electronic mail address of the foreign 295
statutory trust; and (8) the foreign statutory trust's North American 296
Industry Classification System Code. 297 Raised Bill No. 1119
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Sec. 17. Subsection (c) of section 33-953 of the general statutes is 298
repealed and the following is substituted in lieu thereof (Effective January 299
1, 2024): 300
(c) Each annual report shall set forth: (1) The name of the corporation; 301
(2) the principal office of the corporation or, in the case of a foreign 302
corporation (A) the address of the principal office of the foreign 303
corporation in the state under the laws of which it is incorporated, (B) 304
the address of the executive offices of the foreign corporation, and (C) 305
the address of the principal office of the foreign corporation in this state, 306
if any; (3) the electronic mail address [, if any,] of the corporation; (4) the 307
name and address of the registered agent; (5) the names and respective 308
business and residence addresses of the directors and officers of the 309
corporation, except that if good cause is shown, the Secretary of the State 310
may accept business addresses in lieu of business and residence 311
addresses of the directors and officers of the corporation; and (6) [such 312
additional information, including] the North American Industry 313
Classification System Code. [, that the Secretary deems pertinent for 314
determining the principal purpose of the corporation.] For the purposes 315
of this subsection, a showing of good cause shall include, but not be 316
limited to, a showing that public disclosure of the residence addresses 317
of the corporation's directors and officers may expose the personal 318
security of such directors and officers to significant risk. 319
Sec. 18. Subsection (c) of section 33-1243 of the general statutes is 320
repealed and the following is substituted in lieu thereof (Effective January 321
1, 2024): 322
(c) Each annual report shall set forth: (1) The name of the corporation 323
and, in the case of a foreign corporation, the state under the laws of 324
which it is incorporated; (2) the principal office of the corporation or, in 325
the case of a foreign corporation (A) the address of the principal office 326
of the foreign corporation in the state under the laws of which it is 327
incorporated, (B) the address of the executive offices of the foreign 328
corporation, and (C) the address of the principal office of the foreign 329
corporation in this state, if any; (3) the electronic mail address [, if any,] 330 Raised Bill No. 1119
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of the corporation; (4) the name and address of the registered agent; (5) 331
the names and respective business and residence addresses of the 332
directors and officers of the corporation, except that if good cause is 333
shown, the Secretary of the State may accept business addresses in lieu 334
of business and residence addresses of the directors and officers of the 335
corporation; and (6) [such additional information, including] the 336
corporation's or foreign corporation's North American Industry 337
Classification System Code. [, that the Secretary deems pertinent for 338
determining the principal purpose of the corporation.] For the purposes 339
of this subsection, a showing of good cause shall include, but not be 340
limited to, a showing that public disclosure of the residence addresses 341
of the corporation's directors and officers may expose the personal 342
security of such directors and officers to significant risk. 343
Sec. 19. Subsection (a) of section 34-247k of the general statutes is 344
repealed and the following is substituted in lieu thereof (Effective January 345
1, 2024): 346
(a) A limited liability company or a registered foreign limited liability 347
company shall deliver to the Secretary of the State by electronic 348
transmission an annual report that states: 349
(1) The name of the company; 350
(2) The street address and mailing address of its principal office; 351
(3) The name, business address and residence address of at least one 352
member or manager, except that, if good cause is shown, the Secretary 353
of the State may accept a business address in lieu of business and 354
residence addresses of such manager or member. For purposes of this 355
subdivision, a showing of good cause shall include, but not be limited 356
to, a showing that public disclosure of the residence address of the 357
manager or member of the limited liability company may expose the 358
personal security of such manager or member to significant risk; 359
(4) The name and address of the registered agent; 360 Raised Bill No. 1119
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(5) An electronic mail address where the Secretary of the State can 361
communicate with the company or its filing agent; [, if the company or 362
its filing agent maintains an electronic mail address;] 363
(6) In the case of a foreign limited liability company, any alternate 364
name adopted under section 34-275e, its governing jurisdiction and if 365
the law of the governing jurisdiction requires the company to maintain 366
an office in that jurisdiction, the street and mailing addresses of the 367
required office; and 368
(7) [Such additional information, including the] The limited liability 369
company's or registered foreign limited liability company's North 370
American Industry Classification System Code. [, that the Secretary 371
deems pertinent for determining the principal purpose of the limited 372
liability company.] 373
Sec. 20. Subsection (b) of section 34-420 of the general statutes is 374
repealed and the following is substituted in lieu thereof (Effective January 375
1, 2024): 376
(b) Each annual report shall set forth: (1) The name of the registered 377
limited liability partnership; (2) the registered limited liability 378
partnership's current principal office address; (3) the electronic mail 379
address [, if any,] of the registered limited liability partnership; (4) the 380
name and address of the registered agent; and (5) [such additional 381
information, including] the registered limited liability partnership's 382
North American Industry Classification System Code. [, that the 383
Secretary deems pertinent for determining the principal purpose of the 384
limited liability partnership.] 385
Sec. 21. Subsection (b) of section 34-431 of the general statutes is 386
repealed and the following is substituted in lieu thereof (Effective January 387
1, 2024): 388
(b) Each annual report shall set forth: (1) The name of the foreign 389
registered limited liability partnership and, if different, the name under 390
which such foreign registered limited liability partnership transacts 391 Raised Bill No. 1119
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business in this state; (2) the address of the office required to be 392
maintained in the state or other jurisdiction of the foreign registered 393
limited liability partnership's organization by the laws of that state or 394
jurisdiction or, if not so required, the address of its principal office; (3) 395
the electronic mail address [, if any,] of the foreign registered limited 396
liability partnership; (4) the name and address of the statutory agent; 397
and (5) [such additional information, including] the foreign registered 398
limited liability partnership's North American Industry Classification 399
System Code. [, that the Secretary deems pertinent for determining the 400
principal purpose of the foreign registered limited liability partnership.] 401
Sec. 22. Section 3-99a of the general statutes is repealed and the 402
following is substituted in lieu thereof (Effective January 1, 2024): 403
(a) Except as provided in subsection (b) of this section, the Secretary 404
of the State shall receive, for filing or recording any document, 405
instrument or paper required to be filed or recorded regardless of the 406
number of pages, when fees are not otherwise specially provided for, 407
fifty dollars. The Secretary shall receive, for preparing and furnishing a 408
copy of any document, instrument or paper filed or recorded: For each 409
copy of each such document, regardless of the number of pages, forty 410
dollars, for affixing the Secretary's certificate and the state seal thereto, 411
fifteen dollars; for the Secretary's certificate with the state seal imprinted 412
or affixed, fifty dollars; for a certificate, with the seal of the state 413
imprinted or affixed thereon, of any fact or record for which no special 414
provision is made, fifty dollars; for [certifying the incumbency of a judge 415
of probate, notary public or other official, forty dollars, except that for 416
certifying the incumbency of an official in connection with an adoption 417
of a child, such fee shall be fifteen dollars] issuing a document 418
authentication or apostille, twenty dollars; and for expediting such 419
authentication or apostille, twenty dollars. 420
(b) No fee shall be charged for filing any document required to be 421
filed pursuant to the provisions of titles 4, 7 and 9, and the fee for 422
furnishing copies of such documents shall be such as will, in the 423
judgment of said Secretary, cover the costs of such copies, except that 424 Raised Bill No. 1119
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the fee for furnishing copies of documents filed pursuant to title 9 shall 425
not exceed twenty-five cents per page. No fee shall be charged for filing 426
resolutions relating to payment from the Treasury and statements of 427
receipts and expenditures of judges of probate. 428
(c) No fee shall be charged for any copy required by any state officer, 429
department, board or commission, the fee for which would be payable 430
from the State Treasury. For other services for which fees are not 431
provided by the general statutes, the Secretary may charge such fees as 432
will in his judgment cover the cost of the services provided. The tax 433
imposed under chapter 219 shall not be imposed upon any transaction 434
for which a fee may be charged under the provisions of this section. 435
Overpayments made to the Records and Legislative Services Division 436
or to the [Commercial Recording] Business Services Division of the 437
office of the Secretary of the State, whether for documents or for fees, in 438
an amount not to exceed five dollars shall not be refunded but shall be 439
placed in the General Fund. No overpayment claim or claim for credit 440
toward future filing fees shall be presented under this section but within 441
one year after it accrues and the Secretary of the State may adjust the 442
Secretary's records accordingly to reflect that the overpaid fees are no 443
longer available for refund or credit. 444
(d) In the performance of their functions, the [Commercial Recording] 445
Business Services Division and the Records and Legislative Services 446
Division of the office of the Secretary of the State may, in the discretion 447
of the Secretary, provide expedited services. The Secretary shall provide 448
for the establishment and administration of a system of payment for 449
such expedited services and may include in such system prepaid 450
deposit accounts. The Secretary shall charge, in addition to the filing fees 451
provided for by law, the sum of fifty dollars for each expedited service 452
provided. The filing fee and the expediting fee shall be paid by the 453
person requesting the information and documents, in such manner as 454
required by the Secretary. The Secretary may promulgate rules and 455
regulations necessary to establish guidelines for the use of expedited 456
services and shall establish fees, in addition to the expediting fee, for 457
expedited electronic data processing services which cover the cost of 458 Raised Bill No. 1119
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such services. 459
(e) (1) The Secretary of the State may accept the filing of documents 460
[by telecopier or other electronic media] and data over the Internet and 461
employ new technology, as it is developed, to aid in the performance of 462
all duties required by the law. The Secretary of the State may establish 463
rules, fee schedules and regulations, not inconsistent with the law, for 464
filing documents [by telecopier or other electronic media, for the 465
adoption, employment and use of new technology in the performance 466
of the duties of the office and for providing electronic access and other 467
related products or services that result from the employment of such 468
new technology] with the Business Services Division. 469
(2) The Secretary may require the Internet submission of any filing to 470
the Business Services Division under titles 33, 34 and 42a, provided that 471
the Secretary may permit paper filing of such documents and data if the 472
Secretary determines that Internet submission is impracticable. 473
(3) The Secretary may create a unified business maintenance filing 474
that allows a business entity to update business information on file with 475
the Secretary, provided the business entity is active and in good 476
standing with the Secretary. 477
(f) The Secretary of the State may require that a unique identification 478
number be provided on documents or requests processed by the office. 479
(g) The Secretary of the State may allow remittances to be in the form 480
of a credit card account number and an authorization to draw upon a 481
specified credit card account, at such time and under such conditions as 482
the Secretary may prescribe. Remittances in the form of an authorization 483
to draw upon a specified credit card account shall include an amount 484
for purposes of paying the discount rate associated with drawing upon 485
the credit card account, unless the remittances are drawn on an account 486
with a financial institution that agrees to add the number to the credit 487
card holder's billing, in which event the remittances drawn shall not 488
include an amount for purposes of paying the discount rate associated 489
with the drawing upon the credit card account. 490 Raised Bill No. 1119
LCO No. 4823 17 of 24
Sec. 23. Subsection (a) of section 3-99d of the general statutes is 491
repealed and the following is substituted in lieu thereof (Effective January 492
1, 2024): 493
(a) The [Commercial Recording] Business Services Division of the 494
office of the Secretary of the State shall establish an electronic business 495
portal as a single point of entry for business entities for purposes of 496
business registration pursuant to title 33 or 34. Such portal shall provide 497
explanatory information and electronic links provided by state agencies 498
and quasi-public agencies, including, but not limited to, the Labor 499
Department, the Workers' Compensation Commission, the 500
Departments of Economic and Community Development, 501
Administrative Services, Consumer Protection, Energy and 502
Environmental Protection and Revenue Services, Connecticut 503
Innovations, Incorporated, Connecticut Licensing Info Center, The 504
United States Small Business Administration, the Connecticut Small 505
Business Development Center, the Connecticut Economic Resource 506
Center and the Connecticut Center for Advanced Technology, for the 507
purposes of assisting such business entities in determining permitting 508
and licensure requirements, identifying state revenue responsibilities 509
and benefits, and finding available state financial incentives and 510
programs related to such entities' businesses. The information provided 511
for purposes of business registration with the office of the Secretary of 512
the State may be made available to state agencies and quasi-public 513
agencies for economic development, state revenue collection and 514
statistical purposes as provided by law. 515
Sec. 24. (NEW) (Effective January 1, 2024) (a) (1) As used in this section 516
and sections 25 and 26 of this act, "registered agent" means a registered 517
agent of a corporation under section 33-660 or 33-1050 of the general 518
statutes, a statutory agent for service of process of a limited partnership 519
under section 34-13b of the general statutes, a registered agent of a 520
limited liability company under section 34-243n of the general statutes, 521
a statutory agent for service of process of a limited liability partnership 522
under section 34-408 of the general statutes or a statutory agent for 523
service of process of a statutory trust under section 34-507 of the general 524 Raised Bill No. 1119
LCO No. 4823 18 of 24
statutes. 525
(2) The Secretary of the State may establish a commercial registered 526
agent process at such time as the Secretary determines is feasible as 527
described in this section and sections 25 and 26 of this act. 528
(b) (1) No individual natural person, business organization or 529
unincorporated association shall be permitted to register as a 530
commercial registered agent except as provided in this section. To 531
register as a commercial registered agent, a business entity shall be 532
active and in good standing with the Secretary of the State and shall be: 533
(A) A domestic stock corporation having a certificate of incorporation 534
on file with the Secretary under section 33-636 of the general statutes, as 535
amended by this act; (B) a foreign stock corporation having an 536
application for certificate of authority on file with the Secretary under 537
section 33-922 of the general statutes, as amended by this act; (C) a 538
domestic limited liability company having a certificate of organization 539
on file with the Secretary under section 34-347 of the general statutes; or 540
(D) a foreign limited liability company with a foreign registration 541
statement on file with the Secretary under section 34-275a of the general 542
statutes. 543
(2) A registered agent may deliver to the Secretary of the State for 544
filing a commercial registered agent listing statement signed by the 545
registered agent that states: (A) The name of the individual or entity that 546
acts as a registered agent and, the entity's type and jurisdiction of 547
formation; (B) that the registered agent is in the business of serving as a 548
registered agent in this state; and (C) the address of a place of business 549
of the registered agent in this state to which service of process, notices 550
and demands being served on or sent to entities represented by the 551
person may be delivered. The Secretary may require such other 552
information on the listing statement as the Secretary deems necessary to 553
carry out the Secretary's duties under this section and sections 25 and 26 554
of this act. 555
(3) A commercial registered agent listing statement may include 556 Raised Bill No. 1119
LCO No. 4823 19 of 24
information on the methods that the registered agent will accept service 557
of process, notices and demands, other than in a written record. The 558
information statement may also include the commercial registered 559
agent's telephone number, electronic mail address and Internet web site 560
address. All information collected on the listing statement shall be 561
public and may be made available on the Internet web site of the 562
Secretary. 563
(c) A commercial registered agent listing statement takes effect on 564
filing. 565
(d) The Secretary of the State shall note the filing of a commercial 566
registered agent listing statement in the index of the Secretary of the 567
State's records for each entity represented by the registered agent at the 568
time of the filing. The listing statement has the effect of amending the 569
registered agent filing for each of those entities to: (1) Designate the 570
registered agent filing the commercial registered agent listing statement 571
as the commercial registered agent of each of those entities; and (2) 572
delete the name and address of the former agent from the registered 573
agent filing of each of those entities. 574
Sec. 25. (NEW) (Effective January 1, 2024) (a) A registered agent may 575
terminate such agent's listing as a commercial registered agent by 576
delivering to the Secretary of the State for filing a commercial registered 577
agent termination statement signed by the agent that states: (1) The 578
name of the agent as listed under section 24 of this act; and (2) that the 579
agent is no longer in the business of serving as a commercial registered 580
agent in this state. 581
(b) A commercial registered agent termination statement takes effect 582
at 12:01 a.m. on the thirty-first day after the day on which it is filed by 583
the Secretary of the State. 584
(c) The registered agent shall promptly furnish each entity 585
represented by the agent with a notice in a record of the filing of the 586
commercial registered agent termination statement. 587 Raised Bill No. 1119
LCO No. 4823 20 of 24
(d) When a commercial registered agent termination statement takes 588
effect, the commercial registered agent ceases to be the registered agent 589
for each entity formerly represented by such agent. Termination of the 590
listing of a commercial registered agent under this section does not 591
affect any contractual rights a represented entity has against the agent 592
or that the agent has against the represented entity. 593
Sec. 26. (NEW) (Effective January 1, 2024) (a) A commercial registered 594
agent shall file an amended commercial registered agent listing 595
statement that sets forth the information required under section 24 of 596
this act if the commercial registered agent changes its name, entity type, 597
jurisdiction of formation or its address in this state. An amended 598
commercial registered agent listing statement may be filed by the 599
commercial registered agent to update any other information provided 600
on the original listing statement or previous amendment thereto. 601
(b) The filing by the Secretary of the State of a listing statement under 602
subsection (a) of this section is effective to change the information 603
regarding the agent with respect to each entity represented by the agent. 604
(c) An amended listing statement filed under this section takes effect 605
on filing. 606
(d) A commercial registered agent shall promptly notify each entity 607
represented by the agent in the event the agent files an amended listing 608
statement under this section. 609
Sec. 27. Subsection (a) of section 33-617 of the general statutes is 610
repealed and the following is substituted in lieu thereof (Effective January 611
1, 2024): 612
(a) The Secretary of the State shall charge and collect the following 613
fees for filing documents and issuing certificates and remit them to the 614
Treasurer for the use of the state: (1) Filing application to reserve, 615
register, renew or cancel registration of corporate name, sixty dollars; 616
(2) filing transfer of reserved corporate name, sixty dollars; (3) filing 617
certificate of incorporation, including appointment of registered agent, 618 Raised Bill No. 1119
LCO No. 4823 21 of 24
one hundred dollars; (4) filing change of address of registered agent or 619
change of registered agent, fifty dollars; (5) filing notice of resignation 620
of registered agent, fifty dollars; (6) filing amendment to certificate of 621
incorporation, one hundred dollars; (7) filing restated certificate of 622
incorporation, one hundred dollars; (8) filing certificate of merger or 623
share exchange, sixty dollars; (9) filing certificate of correction, one 624
hundred dollars; (10) filing certificate of surrender of special charter and 625
adoption of general certificate of incorporation, one hundred dollars; 626
(11) filing certificate of revocation of dissolution, fifty dollars; (12) filing 627
annual report, one hundred fifty dollars except as otherwise provided 628
in sections 33-953, as amended by this act, and 33-954; (13) filing 629
application of foreign corporation for certificate of authority to transact 630
business in this state and issuing certificate of authority, one hundred 631
dollars; (14) filing application of foreign corporation for amended 632
certificate of authority to transact business in this state and issuing 633
amended certificate of authority, one hundred dollars; (15) filing 634
application for reinstatement, [one hundred fifty dollars] five hundred 635
dollars, inclusive of annual report fees; (16) filing a corrected annual 636
report, one hundred dollars; and (17) filing an interim notice of change 637
of director or officer, twenty dollars. 638
Sec. 28. Subsection (a) of section 34-38n of the general statutes is 639
repealed and the following is substituted in lieu thereof (Effective January 640
1, 2024): 641
(a) The Secretary of the State shall receive, for filing any document or 642
certificate required to be filed under sections 34-10, as amended by this 643
act, 34-13a, 34-13e, as amended by this act, 34-32, 34-32a, 34-32c, 34-38g, 644
as amended by this act, and 34-38s, as amended by this act, the following 645
fees: (1) For reservation or cancellation of reservation of name, sixty 646
dollars; (2) for a certificate of limited partnership and appointment of 647
statutory agent, one hundred twenty dollars; (3) for a certificate of 648
amendment, one hundred twenty dollars; (4) for a certificate of merger 649
or consolidation, sixty dollars; (5) for a certificate of registration, one 650
hundred twenty dollars; (6) for a change of agent or change of address 651
of agent, twenty dollars; (7) for a certificate of reinstatement, [one 652 Raised Bill No. 1119
LCO No. 4823 22 of 24
hundred twenty dollars] two hundred fifty dollars; and (8) for an annual 653
report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 654
1, 2020, eighty dollars. 655
Sec. 29. Subsection (a) of section 34-243u of the general statutes is 656
repealed and the following is substituted in lieu thereof (Effective January 657
1, 2024): 658
(a) Fees for filing documents and issuing certificates: (1) Filing an 659
application to reserve a limited liability company name or to cancel a 660
reserved limited liability company name, sixty dollars; (2) filing a 661
transfer of reserved limited liability company name, sixty dollars; (3) 662
filing a certificate of organization, including appointment of registered 663
agent, one hundred twenty dollars; (4) filing a change of address of 664
agent certificate or change of agent certificate, fifty dollars; (5) filing a 665
notice of resignation of registered agent, fifty dollars; (6) filing an 666
amendment to certificate of organization, one hundred twenty dollars; 667
(7) filing a restated certificate of organization, one hundred twenty 668
dollars; (8) filing a certificate of merger, sixty dollars; (9) filing a 669
certificate of interest exchange, sixty dollars; (10) filing a certificate of 670
abandonment, fifty dollars; (11) filing a certificate of reinstatement, [one 671
hundred twenty dollars] two hundred fifty dollars; (12) filing a foreign 672
registration certificate by a foreign limited liability company to transact 673
business in this state, one hundred twenty dollars; (13) filing an 674
application of foreign limited liability company for amended foreign 675
registration certificate, one hundred twenty dollars; [(14) filing a 676
certificate of withdrawal of registration under section 34-275h, one 677
hundred twenty dollars; (15)] (14) filing an annual report, (A) 678
concerning any year prior to July 1, 2020, twenty dollars, and (B) 679
concerning any year on or after July 1, 2020, eighty dollars; [(16)] (15) 680
filing an interim notice of change of manager or member, twenty dollars; 681
[(17)] (16) filing a registration of name or a renewal of registration of 682
name, sixty dollars; [(18)] (17) filing a statement of correction, one 683
hundred dollars; and [(19)] (18) filing a transfer of registration, sixty 684
dollars plus the qualification fee. 685 Raised Bill No. 1119
LCO No. 4823 23 of 24
Sec. 30. Subsection (a) of section 34-413 of the general statutes is 686
repealed and the following is substituted in lieu thereof (Effective January 687
1, 2024): 688
(a) Fees for filing documents and processing certificates: (1) Filing 689
application to reserve a registered limited liability partnership name or 690
to cancel a reserved limited liability partnership name, sixty dollars; (2) 691
filing transfer of reserved registered limited liability partnership name, 692
sixty dollars; (3) filing change of address of statutory agent or change of 693
statutory agent, fifty dollars; (4) filing certificate of limited liability 694
partnership, one hundred twenty dollars; (5) filing amendment to 695
certificate of limited liability partnership, one hundred twenty dollars; 696
(6) filing certificate of authority to transact business in this state, 697
including appointment of statutory agent, one hundred twenty dollars; 698
(7) filing amendment to certificate of authority to transact business in 699
this state, one hundred twenty dollars; (8) filing an annual report, (A) 700
prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, 701
eighty dollars; (9) filing statement of merger, sixty dollars; and (10) filing 702
certificate of reinstatement, [one hundred twenty dollars] two hundred 703
fifty dollars. 704
This act shall take effect as follows and shall amend the following
sections:
Section 1 January 1, 2024 33-636(a)
Sec. 2 January 1, 2024 33-922(a)
Sec. 3 January 1, 2024 33-1026(a)
Sec. 4 January 1, 2024 33-1212(a)
Sec. 5 January 1, 2024 34-10(a)
Sec. 6 January 1, 2024 34-13e(b)
Sec. 7 January 1, 2024 34-38g
Sec. 8 January 1, 2024 34-38j
Sec. 9 January 1, 2024 34-38k
Sec. 10 January 1, 2024 34-38s(b)
Sec. 11 January 1, 2024 34-247(b)
Sec. 12 January 1, 2024 34-275b
Sec. 13 January 1, 2024 34-419(a)
Sec. 14 January 1, 2024 34-429 Raised Bill No. 1119
LCO No. 4823 24 of 24
Sec. 15 January 1, 2024 34-503(a)
Sec. 16 January 1, 2024 34-531
Sec. 17 January 1, 2024 33-953(c)
Sec. 18 January 1, 2024 33-1243(c)
Sec. 19 January 1, 2024 34-247k(a)
Sec. 20 January 1, 2024 34-420(b)
Sec. 21 January 1, 2024 34-431(b)
Sec. 22 January 1, 2024 3-99a
Sec. 23 January 1, 2024 3-99d(a)
Sec. 24 January 1, 2024 New section
Sec. 25 January 1, 2024 New section
Sec. 26 January 1, 2024 New section
Sec. 27 January 1, 2024 33-617(a)
Sec. 28 January 1, 2024 34-38n(a)
Sec. 29 January 1, 2024 34-243u(a)
Sec. 30 January 1, 2024 34-413(a)
Statement of Purpose:
To: (1) Revise various provisions involving the registration of business
entities in the state, (2) rename the Commercial Recording Division
within the office of the Secretary of the State as the Business Services
Division, and (3) create a listing of commercial registered agents.
[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.]