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OLR Bill Analysis
sSB 1119
AN ACT CONCERNING BUSINESS REGISTRATIONS WITH THE
OFFICE OF THE SECRETARY OF THE STATE.
SUMMARY
This bill makes various changes in laws that govern certain business
entities operating in the state. Primarily, it does the following:
1. expands the information certain business entities must include in
their filings with the secretary of the state (SOTS) to include e-
mail addresses and their North American Industry Classification
System (NAICS) code (§§ 1-7 & 10-21);
2. eliminates the requirement that a limited partnership (LP)
include in its LP certificate the latest date it is to be dissolved (§
5);
3. requires each LP annual report include the general partner’s
name and business address (§ 6);
4. eliminates the requirement that certain business documents be
sworn to by a general partner (§§ 7-9);
5. generally decreases the fees for document authentication or
apostille from $40 to $20 and the expedited fee from $50 to $20 (§
22);
6. requires a claim for credit toward future filing fees to be
presented within one year after it accrues and authorizes SOTS
to adjust its records to reflect that overpaid fees are no longer
available for refund or credit (§ 22);
7. renames SOTS’s Commercial Recording Division as the Business
Services Division, and allows SOTS to require the filing of 2023SB-01119-R000513-BA.DOCX
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documents and data over the Internet (§§ 22-23);
8. sets a framework for allowing a business’s registered agents to
register and file specified information with SOTS to allow certain
information changes without additional filings, and authorizes
SOTS to establish this commercial registered agent process when
she determines it is feasible (§§ 24-26); and
9. increases the fees for reinstating a business (§§ 27-30).
The bill also makes technical and conforming changes.
EFFECTIVE DATE: January 1, 2024
§§ 1-7 & 10-21 — NAICS CODE AND E-MAIL REQUIREMENT
The bill requires business entities filing the documents listed in the
following table to include an e-mail address and NAICS code (i.e., a six-
digit, hierarchical coding system that classifies economic activity into 20
industry sectors). As the table indicates, current law already requires the
annual report filings to include a NAICS code and most other
documents to include an email address, if the entity has one. The bill
instead requires all of the documents to include both.
Table: Current Requirements to Include Email Addresses and NAICS Codes in
Specified Business Filings
Business Filings Covered Under the Bill Current Law
Email Address NAICS Code
Corporation and nonstock corporation
incorporation certificates
Not required Not required
Foreign corporation and nonstock foreign
corporation applications for certificates of authority
Required, if any Not required
LP certificates Required, if any Not required
Foreign LP registration applications and annual
reports
Required, if any Not required
Limited liability company (LLC) certificates of
organization
Required, if any Not required
Foreign LLC registration certificates Required, if any Not required
Registered limited liability partnership (LLP)
certificates
Required, if any Not required
Foreign registered LLP certificates of authority Required, if any Not required
Statutory trust certificates Not required Not required 2023SB-01119-R000513-BA.DOCX
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Business Filings Covered Under the Bill Current Law
Email Address NAICS Code
Foreign statutory trust registrations Not required Not required
Annual reports for LPs, domestic corporations,
foreign corporations, nonstock domestic
corporations, LLCs, registered foreign LLCs,
registered LLPs, and foreign registered LLPs
Required, if any Required
The bill also makes minor and conforming changes.
§§ 7-9 — ELIMINATION OF SWORN DOCUMENTS
The bill eliminates the requirement that specified LP business filings
be sworn to by a general partner. It applies to foreign LP registration
applications, amendments, and cancellations. By law, a foreign LP must
register with SOTS before transacting business in the state. Current law
requires the partnership to submit a signed copy of these documents
that is signed and sworn to by a general partner. The bill requires the
documents, and not copies, to be filed.
§ 22 — AUTHENTICATION OR APOSTILLE FEES
Under current law, the fee for document authentication or apostille
is generally $40 or $15 if the document is related to an adoption. The bill
instead sets both of these fees at $20. It also decreases the expedited fee
for this service from $50 to $20 and makes technical changes.
An apostille is a special type of authentication used under the Hague
Convention that simplifies the authentication process by exempting
documents certified by the government. SOTS is responsible for issuing
apostille certifications for Connecticut.
§§ 22-23 — ONLINE SUBMISSIONS O F BUSINESS FILINGS
The bill explicitly authorizes SOTS to accept document filings over
the internet, rather than by telecopier or other electronic media. By law,
unchanged by the bill, the secretary may establish rules, fee schedules,
and regulations for document filings. The bill specifies that these rules,
fee schedule, and regulations are for filings with SOTS’s Business
Services Division.
The bill also authorizes SOTS to (1) require any Business Services 2023SB-01119-R000513-BA.DOCX
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Division filing to be submitted online and (2) allow paper filings of
documents and data if she determines online submission is impractical.
She may also create a unified business maintenance filing that allows
businesses to update their information on file if the business is active
and in good standing with SOTS.
§§ 24-26 — COMMERCIAL REGIST ERED AGENTS
Commercial Registered Agent Listing Statements (§ 24)
The bill authorizes SOTS to establish a commercial registered agent
process, as described under the bill, when she determines it is feasible.
Under current law, each business must appoint an agent and may
choose to appoint commercial agents (e.g., businesses that specialize in
being agents). If the commercial agent’s information changes, a change
must be recorded on each business that appointed the agent. The bill (1)
provides a process allowing business’ “registered agents” to register
with SOTS and file a listing statement that has specified identifying
information about the agents and the methods they will accept for
service of process, notices, and demands and (2) allows changes to a
registered agent’s information through the listing without additional
filings. Under the bill, a “registered agent” means a registered agent of
a corporation or LLC, or a statutory agent for service of process of a LP,
LLP, or statutory trust.
The bill prohibits any individual, business organization, or
unincorporated association from registering as a commercial registered
agent except as the bill provides. To register as an agent, a business
entity must be active and in good standing with SOTS with the
applicable certificate or registration on file and be an incorporated
domestic or foreign stock corporation or LLC.
The bill allows a registered agent to deliver to SOTS for filing a
commercial registered agent listing statement the agent signed. The
statement takes effect upon filing and must state:
1. the individual or entity name that acts as a registered agent and
the entity type and jurisdiction of formation; 2023SB-01119-R000513-BA.DOCX
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2. that the registered agent is in the business of serving as a
registered agent in Connecticut; and
3. the registered agent’s business address in Connecticut to which
service of process, notices, and demands may be delivered.
Under the bill, the statement may include (1) information on the
methods the registered agent will accept for service of process, notices,
and demands (other than in a written record) and (2) the commercial
registered agent’s telephone number, e-mail, and website. The secretary
may require other information on the statement as needed to carry out
her duties under the bill’s registered agent provisions. All information
collected on these statements is public and may be made available on
SOTS’s website.
The bill requires SOTS to note the filing of a commercial registered
agent listing statement in its records index for each entity the registered
agent represents at filing. The statement effectively amends the
registered agent filing for each of those entities to (1) designate the
registered agent filing the commercial registered agent listing statement
as the commercial registered agent of each of those entities and (2) delete
the name and address of the former agent from the registered agent
filing of each of those entities. The statement takes effect upon filing.
Termination (§ 25)
The bill allows a registered agent to terminate his or her listing as a
commercial registered agent by delivering a signed commercial
registered agent termination statement to SOTS. The statement must
have the agent’s name as listed with SOTS and state that the agent is no
longer in the business of serving as a commercial registered agent in
Connecticut. A termination statement takes effect at 12:01 a.m. on the
31st day after the day the statement is filed with SOTS.
Under the bill, the agent must promptly give each entity the agent
represents with a notice in a record of the termination statement filing.
When the termination statement takes effect, the agent stops being the
agent for each entity he or she previously represented. Terminating the
listing does not affect any contractual rights a represented entity has 2023SB-01119-R000513-BA.DOCX
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against the agent or the agent has against the entity.
Statement of Change (§ 26)
Under the bill, a commercial registered agent must file an amended
commercial registered agent listing statement if the agent changes its
name, entity type, jurisdiction of formation, or address in the state. The
amended statement may be filed by the agent to update any other
information provided on the original or a previous amendment.
SOTS’s filing of the listing statement is effective to change the
information about the agent with respect to each entity the agent
represents. A statement of change filed with SOTS takes effect upon
filing.
The bill requires a commercial registered agent to promptly notify
each entity the agent represents of an amended listing.
§§ 27-30 — BUSINESS REINSTATEME NT FILING FEES
The bill increases the following filing fees associated with reinstating
a business:
1. $150 to $500, including annual report fees, for filing a business
corporation reinstatement application (currently an annual
report filing is $150); and
2. $120 to $250 for filing a LP, LLC, or LLP reinstatement certificate.
The bill also lowers the fee for filing a withdrawal certificate for
registered foreign LLCs, from $120 to $50. It does so by eliminating the
fee for this specific filing, and applying the $50 fee that generally applies
to document filings.
COMMITTEE ACTION
Judiciary Committee
Joint Favorable Substitute
Yea 36 Nay 1 (03/27/2023)