4 | 4 | | SB.docx |
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7 | 7 | | General Assembly Substitute Bill No. 1119 |
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8 | 8 | | January Session, 2023 |
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9 | 9 | | |
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12 | 12 | | |
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13 | 13 | | |
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14 | 14 | | AN ACT CONCERNING BUSINESS REGISTRATIONS WITH THE |
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15 | 15 | | OFFICE OF THE SECRETARY OF THE STATE. |
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16 | 16 | | Be it enacted by the Senate and House of Representatives in General |
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17 | 17 | | Assembly convened: |
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18 | 18 | | |
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19 | 19 | | Section 1. Subsection (a) of section 33-636 of the general statutes is 1 |
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20 | 20 | | repealed and the following is substituted in lieu thereof (Effective January 2 |
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21 | 21 | | 1, 2024): 3 |
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22 | 22 | | (a) The certificate of incorporation shall set forth: (1) A corporate 4 |
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23 | 23 | | name for the corporation that satisfies the requirements of section 33-5 |
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24 | 24 | | 655; (2) the number of shares the corporation is authorized to issue; (3) 6 |
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25 | 25 | | the street and mailing address of the corporation's initial registered 7 |
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26 | 26 | | office and the name of its initial registered agent at that office; [and] (4) 8 |
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27 | 27 | | the name and address of each incorporator; (5) the electronic mail 9 |
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28 | 28 | | address of the corporation; and (6) the corporation's North American 10 |
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29 | 29 | | Industry Classification System Code. 11 |
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30 | 30 | | Sec. 2. Subsection (a) of section 33-922 of the general statutes is 12 |
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31 | 31 | | repealed and the following is substituted in lieu thereof (Effective January 13 |
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32 | 32 | | 1, 2024): 14 |
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33 | 33 | | (a) A foreign corporation may apply for a certificate of authority to 15 |
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34 | 34 | | transact business in this state by delivering an application to the 16 |
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35 | 35 | | Secretary of the State for filing. The application shall set forth: (1) The 17 Substitute Bill No. 1119 |
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36 | 36 | | |
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37 | 37 | | |
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40 | 40 | | 2 of 24 |
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41 | 41 | | |
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42 | 42 | | name of the foreign corporation or, if its name is unavailable for use in 18 |
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43 | 43 | | this state, a corporate name that satisfies the requirements of section 33-19 |
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44 | 44 | | 925; (2) the name of the state or country under whose law it is 20 |
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45 | 45 | | incorporated; (3) its date of incorporation and period of duration; (4) the 21 |
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46 | 46 | | street address of its principal office; (5) the address of its registered office 22 |
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47 | 47 | | in this state and the name of its registered agent at that office; (6) the 23 |
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48 | 48 | | electronic mail address [, if any,] of the corporation; [and] (7) the names 24 |
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49 | 49 | | and respective business and residence addresses of the directors and 25 |
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50 | 50 | | officers of the foreign corporation, except that if good cause is shown, 26 |
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51 | 51 | | the Secretary of the State may accept business addresses in lieu of 27 |
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52 | 52 | | business and residence addresses of the directors and officers of the 28 |
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53 | 53 | | corporation; and (8) the foreign corporation's North American Industry 29 |
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54 | 54 | | Classification System Code. For purposes of this section, a showing of 30 |
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55 | 55 | | good cause shall include, but not be limited to, a showing that public 31 |
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56 | 56 | | disclosure of the residence addresses of the corporation's directors and 32 |
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57 | 57 | | officers may expose the personal security of such directors and officers 33 |
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58 | 58 | | to significant risk. 34 |
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59 | 59 | | Sec. 3. Subsection (a) of section 33-1026 of the general statutes is 35 |
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60 | 60 | | repealed and the following is substituted in lieu thereof (Effective January 36 |
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61 | 61 | | 1, 2024): 37 |
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62 | 62 | | (a) The certificate of incorporation shall set forth: (1) A corporate 38 |
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63 | 63 | | name for the corporation that satisfies the requirements of section 33-39 |
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64 | 64 | | 1045; (2) a statement that the corporation is nonprofit and that the 40 |
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65 | 65 | | corporation shall not have or issue shares of stock or make distributions; 41 |
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66 | 66 | | (3) whether the corporation is to have members and, if it is to have 42 |
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67 | 67 | | members, the provisions which under section 33-1055 are required to be 43 |
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68 | 68 | | set forth in the certificate of incorporation; (4) the street address of the 44 |
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69 | 69 | | corporation's initial registered office and the name of its initial 45 |
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70 | 70 | | registered agent at that office; (5) the name and address of each 46 |
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71 | 71 | | incorporator; [and] (6) the nature of the activities to be conducted or the 47 |
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72 | 72 | | purposes to be promoted or carried out, except that it shall be sufficient 48 |
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73 | 73 | | to state, either alone or with other activities or purposes, that the 49 |
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74 | 74 | | purpose of the corporation is to engage in any lawful act or activity for 50 Substitute Bill No. 1119 |
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75 | 75 | | |
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76 | 76 | | |
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79 | 79 | | 3 of 24 |
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80 | 80 | | |
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81 | 81 | | which corporations may be formed under sections 33-1000 to 33-1290, 51 |
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82 | 82 | | inclusive, and by such statement all lawful acts and activities shall be 52 |
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83 | 83 | | within the purposes of the corporation, except for express limitations, if 53 |
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84 | 84 | | any; (7) the electronic mail address of the corporation; and (8) the 54 |
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85 | 85 | | corporation's North American Industry Classification System Code. 55 |
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86 | 86 | | Sec. 4. Subsection (a) of section 33-1212 of the general statutes is 56 |
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87 | 87 | | repealed and the following is substituted in lieu thereof (Effective January 57 |
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88 | 88 | | 1, 2024): 58 |
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89 | 89 | | (a) A foreign corporation may apply for a certificate of authority to 59 |
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90 | 90 | | conduct affairs in this state by delivering an application to the Secretary 60 |
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91 | 91 | | of the State for filing. The application shall set forth: (1) The name of the 61 |
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92 | 92 | | foreign corporation or, if its name is unavailable for use in this state, a 62 |
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93 | 93 | | corporate name that satisfies the requirements of section 33-1215; (2) the 63 |
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94 | 94 | | name of the state or country under whose law it is incorporated; (3) its 64 |
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95 | 95 | | date of incorporation and period of duration; (4) the street address of its 65 |
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96 | 96 | | principal office; (5) the address of its registered office in this state and 66 |
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97 | 97 | | the name of its registered agent at that office; (6) the electronic mail 67 |
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98 | 98 | | address [, if any,] of the corporation; [and] (7) the names and respective 68 |
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99 | 99 | | business and residence addresses of the directors and officers of the 69 |
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100 | 100 | | foreign corporation, except that if good cause is shown, the Secretary of 70 |
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101 | 101 | | the State may accept business addresses in lieu of business and 71 |
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102 | 102 | | residence addresses of the directors and officers of the corporation; and 72 |
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103 | 103 | | (8) the foreign corporation's North American Industry Classification 73 |
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104 | 104 | | System Code. For purposes of this section, a showing of good cause shall 74 |
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105 | 105 | | include, but not be limited to, a showing that public disclosure of the 75 |
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106 | 106 | | residence addresses of the corporation's directors and officers may 76 |
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107 | 107 | | expose the personal security of such directors and officers to significant 77 |
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108 | 108 | | risk. 78 |
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109 | 109 | | Sec. 5. Subsection (a) of section 34-10 of the general statutes is 79 |
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110 | 110 | | repealed and the following is substituted in lieu thereof (Effective January 80 |
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111 | 111 | | 1, 2024): 81 |
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112 | 112 | | (a) In order to form a limited partnership a certificate of limited 82 Substitute Bill No. 1119 |
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113 | 113 | | |
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114 | 114 | | |
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117 | 117 | | 4 of 24 |
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118 | 118 | | |
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119 | 119 | | partnership must be executed as provided in section 34-10a and the 83 |
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120 | 120 | | certificate shall set forth: 84 |
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121 | 121 | | (1) The name of the limited partnership and the address of the office 85 |
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122 | 122 | | required to be maintained by section 34-13b; 86 |
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123 | 123 | | (2) The name and address of the agent for service of process required 87 |
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124 | 124 | | to be maintained by section 34-13b; 88 |
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125 | 125 | | (3) The name and business address of each general partner; 89 |
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126 | 126 | | [(4) The latest date upon which the limited partnership is to dissolve;] 90 |
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127 | 127 | | [(5)] (4) Any other matters the partners determine to include therein; 91 |
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128 | 128 | | [and] 92 |
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129 | 129 | | [(6)] (5) The electronic mail address [, if any,] of the limited 93 |
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130 | 130 | | partnership; and 94 |
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131 | 131 | | (6) The limited partnership's North American Industry Classification 95 |
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132 | 132 | | System Code. 96 |
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133 | 133 | | Sec. 6. Subsection (b) of section 34-13e of the general statutes is 97 |
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134 | 134 | | repealed and the following is substituted in lieu thereof (Effective January 98 |
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135 | 135 | | 1, 2024): 99 |
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136 | 136 | | (b) Each annual report shall set forth: (1) The name of the limited 100 |
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137 | 137 | | partnership; (2) the address of the office of the limited partnership 101 |
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138 | 138 | | required to be maintained by section 34-13b; (3) the electronic mail 102 |
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139 | 139 | | address [, if any,] of the limited partnership; (4) if applicable, the name 103 |
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140 | 140 | | and address of the statutory agent; [and (5) such additional information, 104 |
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141 | 141 | | including the] (5) the name and business address of the general partner; 105 |
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142 | 142 | | and (6) the limited partnership's North American Industry 106 |
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143 | 143 | | Classification System Code. [, that the Secretary deems pertinent for 107 |
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144 | 144 | | determining the principal purpose of the limited partnership.] 108 |
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145 | 145 | | Sec. 7. Section 34-38g of the general statutes is repealed and the 109 |
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146 | 146 | | following is substituted in lieu thereof (Effective January 1, 2024): 110 Substitute Bill No. 1119 |
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147 | 147 | | |
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148 | 148 | | |
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151 | 151 | | 5 of 24 |
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152 | 152 | | |
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153 | 153 | | Before transacting business in this state, a foreign limited partnership 111 |
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154 | 154 | | shall register with the Secretary of the State. In order to register, a 112 |
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155 | 155 | | foreign limited partnership shall submit to the Secretary of the State [a 113 |
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156 | 156 | | signed copy of the] an application for registration as a foreign limited 114 |
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157 | 157 | | partnership, signed [and sworn to] by a general partner and setting 115 |
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158 | 158 | | forth: (1) The name of the foreign limited partnership and, if different, 116 |
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159 | 159 | | the name under which it proposes to register and transact business in 117 |
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160 | 160 | | the state; (2) the state and date of its formation; (3) the general character 118 |
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161 | 161 | | of the business it proposes to transact in this state; (4) the name and 119 |
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162 | 162 | | address of the agent in this state for service of process on the foreign 120 |
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163 | 163 | | limited partnership required to be maintained by section 34-38p and an 121 |
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164 | 164 | | acceptance of such appointment signed by the agent appointed if other 122 |
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165 | 165 | | than the Secretary of the State; (5) the address of the office required to 123 |
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166 | 166 | | be maintained in the state of its organization by the laws of that state, 124 |
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167 | 167 | | or, if not so required, of the principal office of the foreign limited 125 |
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168 | 168 | | partnership; (6) the name and business address of each general partner; 126 |
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169 | 169 | | (7) the address of the office at which is kept a list of the names and 127 |
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170 | 170 | | addresses of the limited partners and their capital contributions, 128 |
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171 | 171 | | together with an undertaking by the foreign limited partnership to keep 129 |
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172 | 172 | | those records until the foreign limited partnership registration in this 130 |
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173 | 173 | | state is cancelled or withdrawn; (8) the date the foreign limited 131 |
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174 | 174 | | partnership commenced transacting business in this state; [and] (9) the 132 |
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175 | 175 | | electronic mail address [, if any,] of the foreign limited partnership; and 133 |
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176 | 176 | | (10) the foreign limited partnership's North American Industry 134 |
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177 | 177 | | Classification System Code. 135 |
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178 | 178 | | Sec. 8. Section 34-38j of the general statutes is repealed and the 136 |
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179 | 179 | | following is substituted in lieu thereof (Effective January 1, 2024): 137 |
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180 | 180 | | If any statement in the application for registration of a foreign limited 138 |
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181 | 181 | | partnership was false when made or any arrangements or other facts 139 |
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182 | 182 | | described have changed, making the application inaccurate in any 140 |
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183 | 183 | | respect, the foreign limited partnership shall promptly file in the office 141 |
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184 | 184 | | of the Secretary of the State a [signed copy of a] certificate, signed [and 142 |
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185 | 185 | | sworn to] by a general partner, correcting such statement. 143 Substitute Bill No. 1119 |
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186 | 186 | | |
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187 | 187 | | |
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190 | 190 | | 6 of 24 |
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191 | 191 | | |
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192 | 192 | | Sec. 9. Section 34-38k of the general statutes is repealed and the 144 |
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193 | 193 | | following is substituted in lieu thereof (Effective January 1, 2024): 145 |
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194 | 194 | | A foreign limited partnership may cancel its registration by filing 146 |
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195 | 195 | | with the Secretary of the State [a signed copy of] a certificate of 147 |
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196 | 196 | | cancellation signed [and sworn to] by a general partner. A cancellation 148 |
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197 | 197 | | does not terminate the authority of the Secretary of the State to accept 149 |
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198 | 198 | | service of process on the foreign limited partnership with respect to 150 |
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199 | 199 | | causes of action arising out of the transactions of business in this state. 151 |
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200 | 200 | | Sec. 10. Subsection (b) of section 34-38s of the general statutes is 152 |
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201 | 201 | | repealed and the following is substituted in lieu thereof (Effective January 153 |
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202 | 202 | | 1, 2024): 154 |
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203 | 203 | | (b) Each annual report shall set forth: (1) The name of the foreign 155 |
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204 | 204 | | limited partnership and, if different, the name under which such foreign 156 |
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205 | 205 | | limited partnership transacts business in this state; (2) the address of the 157 |
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206 | 206 | | office required to be maintained in the state or other jurisdiction of the 158 |
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207 | 207 | | foreign limited partnership's organization by the laws of that state or 159 |
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208 | 208 | | jurisdiction or, if not so required, the address of its principal office; [and] 160 |
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209 | 209 | | (3) the electronic mail address [, if any,] of the foreign limited 161 |
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210 | 210 | | partnership; and (4) the foreign limited partnership's North American 162 |
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211 | 211 | | Industry Classification System Code. 163 |
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212 | 212 | | Sec. 11. Subsection (b) of section 34-247 of the general statutes is 164 |
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213 | 213 | | repealed and the following is substituted in lieu thereof (Effective January 165 |
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214 | 214 | | 1, 2024): 166 |
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215 | 215 | | (b) A certificate of organization shall state: (1) The name of the limited 167 |
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216 | 216 | | liability company, which shall comply with section 34-243k; (2) the 168 |
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217 | 217 | | street address and mailing address of the company's principal office; (3) 169 |
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218 | 218 | | the name of a registered agent appointed in compliance with section 34-170 |
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219 | 219 | | 243n, along with the street address and mailing address in this state of 171 |
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220 | 220 | | the company's registered agent; (4) the name, business address and 172 |
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221 | 221 | | residence address of at least one manager or member of the limited 173 |
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222 | 222 | | liability company, except that if good cause is shown, the Secretary of 174 Substitute Bill No. 1119 |
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223 | 223 | | |
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224 | 224 | | |
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227 | 227 | | 7 of 24 |
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228 | 228 | | |
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229 | 229 | | the State may accept a business address in lieu of the business and 175 |
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230 | 230 | | residence addresses of such manager or member, provided, for 176 |
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231 | 231 | | purposes of this subsection, a showing of good cause shall include, but 177 |
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232 | 232 | | not be limited to, a showing that public disclosure of the residence 178 |
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233 | 233 | | address of the manager or member of the limited liability company may 179 |
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234 | 234 | | expose the personal security of such manager or member to significant 180 |
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235 | 235 | | risk; [and] (5) the electronic mail address [, if any,] of the limited liability 181 |
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236 | 236 | | company; and (6) the limited liability company's North American 182 |
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237 | 237 | | Industry Classification System Code. 183 |
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238 | 238 | | Sec. 12. Section 34-275b of the general statutes is repealed and the 184 |
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239 | 239 | | following is substituted in lieu thereof (Effective January 1, 2024): 185 |
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240 | 240 | | To register to do business in this state, a foreign limited liability 186 |
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241 | 241 | | company must deliver a foreign registration certificate to the Secretary 187 |
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242 | 242 | | of the State for filing. The certificate shall set forth: 188 |
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243 | 243 | | (1) The name of the company and, if the name does not comply with 189 |
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244 | 244 | | section 34-243k, an alternate name adopted pursuant to subsection (a) 190 |
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245 | 245 | | of section 34-275e; 191 |
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246 | 246 | | (2) That the company is a foreign limited liability company; 192 |
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247 | 247 | | (3) The name of the company's governing jurisdiction; 193 |
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248 | 248 | | (4) The street and mailing addresses of the company's principal office 194 |
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249 | 249 | | and, if the law of the governing jurisdiction requires the company to 195 |
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250 | 250 | | maintain an office in that jurisdiction, the street and mailing addresses 196 |
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251 | 251 | | of the required office; 197 |
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252 | 252 | | (5) The name and address of the agent in this state for service of 198 |
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253 | 253 | | process on the foreign limited liability company required to be 199 |
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254 | 254 | | maintained by section 34-243n and an acceptance of such appointment 200 |
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255 | 255 | | signed by the agent appointed if other than the Secretary of the State; 201 |
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256 | 256 | | (6) The name and respective business and residence addresses of a 202 |
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257 | 257 | | manager or a member of the foreign limited liability company, except 203 Substitute Bill No. 1119 |
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258 | 258 | | |
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259 | 259 | | |
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262 | 262 | | 8 of 24 |
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263 | 263 | | |
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264 | 264 | | that, if good cause is shown, the Secretary of the State may accept a 204 |
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265 | 265 | | business address in lieu of business and residence addresses of such 205 |
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266 | 266 | | manager or member. For the purposes of this subdivision, a showing of 206 |
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267 | 267 | | good cause shall include, but need not be limited to, a showing that 207 |
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268 | 268 | | public disclosure of the residence address of the manager or member of 208 |
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269 | 269 | | the foreign limited liability company may expose the personal security 209 |
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270 | 270 | | of such manager or member to significant risk; [and] 210 |
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271 | 271 | | (7) The electronic mail address [, if any,] of the foreign limited liability 211 |
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272 | 272 | | company; and 212 |
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273 | 273 | | (8) The foreign limited liability company's North American Industry 213 |
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274 | 274 | | Classification System Code. 214 |
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275 | 275 | | Sec. 13. Subsection (a) of section 34-419 of the general statutes is 215 |
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276 | 276 | | repealed and the following is substituted in lieu thereof (Effective January 216 |
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277 | 277 | | 1, 2024): 217 |
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278 | 278 | | (a) To become a registered limited liability partnership, a partnership 218 |
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279 | 279 | | shall file a certificate of limited liability partnership with the Secretary 219 |
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280 | 280 | | of the State, stating the name of the partnership, which shall conform to 220 |
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281 | 281 | | the requirements of section 34-406; the address of its principal office; if 221 |
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282 | 282 | | the partnership's principal office is not located in this state, the address 222 |
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283 | 283 | | of a registered office and the name and address of a registered agent for 223 |
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284 | 284 | | service of process in this state, which the partnership will be required to 224 |
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285 | 285 | | maintain under section 34-408; a brief statement of the business in which 225 |
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286 | 286 | | the partnership engages; the electronic mail address [, if any,] of the 226 |
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287 | 287 | | registered limited liability partnership; the registered limited liability 227 |
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288 | 288 | | partnership's North American Industry Classification System Code; any 228 |
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289 | 289 | | other matters the partnership may determine to include; and that the 229 |
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290 | 290 | | partnership thereby applies for status as a registered limited liability 230 |
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291 | 291 | | partnership. 231 |
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292 | 292 | | Sec. 14. Section 34-429 of the general statutes is repealed and the 232 |
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293 | 293 | | following is substituted in lieu thereof (Effective January 1, 2024): 233 |
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294 | 294 | | Before transacting business in this state, a foreign registered limited 234 Substitute Bill No. 1119 |
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295 | 295 | | |
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296 | 296 | | |
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299 | 299 | | 9 of 24 |
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300 | 300 | | |
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301 | 301 | | liability partnership shall file a certificate of authority with the Secretary 235 |
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302 | 302 | | of the State executed by a person with authority to do so under the laws 236 |
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303 | 303 | | of the state or other jurisdiction where it is registered as a registered 237 |
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304 | 304 | | limited liability partnership. The certificate of authority shall set forth: 238 |
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305 | 305 | | (1) The name of the partnership and, if different, the name under which 239 |
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306 | 306 | | it proposes to transact business in this state, either of which shall 240 |
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307 | 307 | | conform to the requirements of section 34-406; (2) the state or other 241 |
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308 | 308 | | jurisdiction where it is registered as a registered limited liability 242 |
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309 | 309 | | partnership and the date of its registration; (3) the name and address of 243 |
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310 | 310 | | the agent in this state for service of process required to be maintained 244 |
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311 | 311 | | by section 34-408 and an acceptance of such appointment signed by the 245 |
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312 | 312 | | agent appointed; (4) the address of the office required to be maintained 246 |
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313 | 313 | | in the state or other jurisdiction of its organization by the laws of that 247 |
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314 | 314 | | state or jurisdiction or, if not so required, of the principal office of the 248 |
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315 | 315 | | partnership; (5) a representation that the partnership is a "foreign 249 |
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316 | 316 | | registered limited liability partnership" as defined in section 34-301; (6) 250 |
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317 | 317 | | a brief statement of the business in which the partnership engages; (7) 251 |
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318 | 318 | | the electronic mail address [, if any,] of the foreign registered limited 252 |
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319 | 319 | | liability partnership; (8) the foreign registered limited liability 253 |
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320 | 320 | | partnership's North American Industry Classification System Code; and 254 |
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321 | 321 | | [(8)] (9) any other matters the partnership may determine to include. 255 |
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322 | 322 | | Sec. 15. Subsection (a) of section 34-503 of the general statutes is 256 |
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323 | 323 | | repealed and the following is substituted in lieu thereof (Effective January 257 |
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324 | 324 | | 1, 2024): 258 |
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325 | 325 | | (a) Every statutory trust shall file a signed copy of its certificate of 259 |
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326 | 326 | | trust with the office of the Secretary of the State. The certificate of trust 260 |
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327 | 327 | | shall set forth: 261 |
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328 | 328 | | (1) A name of the statutory trust that satisfies the requirements of 262 |
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329 | 329 | | section 34-506; 263 |
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330 | 330 | | (2) The future effective date, which shall be a date certain, of 264 |
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331 | 331 | | effectiveness of the certificate if it is not to be effective upon the filing of 265 |
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332 | 332 | | the certificate; 266 Substitute Bill No. 1119 |
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333 | 333 | | |
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334 | 334 | | |
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337 | 337 | | 10 of 24 |
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338 | 338 | | |
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339 | 339 | | (3) The principal office address of the statutory trust; 267 |
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340 | 340 | | (4) The appointment of a statutory agent for service of process, as 268 |
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341 | 341 | | required by section 34-507; [and] 269 |
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342 | 342 | | (5) The electronic mail address of the statutory trust; 270 |
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343 | 343 | | (6) The statutory trust's North American Industry Classification 271 |
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344 | 344 | | System Code; and 272 |
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345 | 345 | | [(5)] (7) Any other information the trustees determine to include 273 |
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346 | 346 | | therein. 274 |
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347 | 347 | | Sec. 16. Section 34-531 of the general statutes is repealed and the 275 |
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348 | 348 | | following is substituted in lieu thereof (Effective January 1, 2024): 276 |
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349 | 349 | | Before transacting business in this state, a foreign statutory trust shall 277 |
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350 | 350 | | register with the Secretary of the State. In order to register, a foreign 278 |
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351 | 351 | | statutory trust shall submit to the Secretary of the State a signed copy of 279 |
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352 | 352 | | an application for registration as a foreign statutory trust executed by a 280 |
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353 | 353 | | person with authority to do so under the laws of the state or other 281 |
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354 | 354 | | jurisdiction of its formation. The application shall set forth: (1) The name 282 |
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355 | 355 | | of the foreign statutory trust and, if different, the name under which it 283 |
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356 | 356 | | proposes to transact business in this state; (2) the state or other 284 |
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357 | 357 | | jurisdiction where formed, and date of its organization; (3) the name and 285 |
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358 | 358 | | address of the agent in this state for service of process on the foreign 286 |
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359 | 359 | | statutory trust required to be maintained by section 34-532 and an 287 |
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360 | 360 | | acceptance of such appointment signed by the agent appointed if other 288 |
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361 | 361 | | than the Secretary of the State; (4) the address of the office required to 289 |
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362 | 362 | | be maintained in the state or other jurisdiction of its organization by the 290 |
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363 | 363 | | laws of that state or jurisdiction or, if not so required, of the principal 291 |
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364 | 364 | | office of the foreign statutory trust; (5) a representation that the foreign 292 |
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365 | 365 | | statutory trust is a "foreign statutory trust" as defined in section 34-501; 293 |
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366 | 366 | | [and] (6) the character of the business which the statutory trust intends 294 |
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367 | 367 | | to transact in this state; (7) the electronic mail address of the foreign 295 |
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368 | 368 | | statutory trust; and (8) the foreign statutory trust's North American 296 |
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369 | 369 | | Industry Classification System Code. 297 Substitute Bill No. 1119 |
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370 | 370 | | |
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371 | 371 | | |
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374 | 374 | | 11 of 24 |
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375 | 375 | | |
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376 | 376 | | Sec. 17. Subsection (c) of section 33-953 of the general statutes is 298 |
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377 | 377 | | repealed and the following is substituted in lieu thereof (Effective January 299 |
---|
378 | 378 | | 1, 2024): 300 |
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379 | 379 | | (c) Each annual report shall set forth: (1) The name of the corporation; 301 |
---|
380 | 380 | | (2) the principal office of the corporation or, in the case of a foreign 302 |
---|
381 | 381 | | corporation (A) the address of the principal office of the foreign 303 |
---|
382 | 382 | | corporation in the state under the laws of which it is incorporated, (B) 304 |
---|
383 | 383 | | the address of the executive offices of the foreign corporation, and (C) 305 |
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384 | 384 | | the address of the principal office of the foreign corporation in this state, 306 |
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385 | 385 | | if any; (3) the electronic mail address [, if any,] of the corporation; (4) the 307 |
---|
386 | 386 | | name and address of the registered agent; (5) the names and respective 308 |
---|
387 | 387 | | business and residence addresses of the directors and officers of the 309 |
---|
388 | 388 | | corporation, except that if good cause is shown, the Secretary of the State 310 |
---|
389 | 389 | | may accept business addresses in lieu of business and residence 311 |
---|
390 | 390 | | addresses of the directors and officers of the corporation; and (6) [such 312 |
---|
391 | 391 | | additional information, including] the corporation's North American 313 |
---|
392 | 392 | | Industry Classification System Code. [, that the Secretary deems 314 |
---|
393 | 393 | | pertinent for determining the principal purpose of the corporation.] For 315 |
---|
394 | 394 | | the purposes of this subsection, a showing of good cause shall include, 316 |
---|
395 | 395 | | but not be limited to, a showing that public disclosure of the residence 317 |
---|
396 | 396 | | addresses of the corporation's directors and officers may expose the 318 |
---|
397 | 397 | | personal security of such directors and officers to significant risk. 319 |
---|
398 | 398 | | Sec. 18. Subsection (c) of section 33-1243 of the general statutes is 320 |
---|
399 | 399 | | repealed and the following is substituted in lieu thereof (Effective January 321 |
---|
400 | 400 | | 1, 2024): 322 |
---|
401 | 401 | | (c) Each annual report shall set forth: (1) The name of the corporation 323 |
---|
402 | 402 | | and, in the case of a foreign corporation, the state under the laws of 324 |
---|
403 | 403 | | which it is incorporated; (2) the principal office of the corporation or, in 325 |
---|
404 | 404 | | the case of a foreign corporation (A) the address of the principal office 326 |
---|
405 | 405 | | of the foreign corporation in the state under the laws of which it is 327 |
---|
406 | 406 | | incorporated, (B) the address of the executive offices of the foreign 328 |
---|
407 | 407 | | corporation, and (C) the address of the principal office of the foreign 329 |
---|
408 | 408 | | corporation in this state, if any; (3) the electronic mail address [, if any,] 330 Substitute Bill No. 1119 |
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409 | 409 | | |
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410 | 410 | | |
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413 | 413 | | 12 of 24 |
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414 | 414 | | |
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415 | 415 | | of the corporation; (4) the name and address of the registered agent; (5) 331 |
---|
416 | 416 | | the names and respective business and residence addresses of the 332 |
---|
417 | 417 | | directors and officers of the corporation, except that if good cause is 333 |
---|
418 | 418 | | shown, the Secretary of the State may accept business addresses in lieu 334 |
---|
419 | 419 | | of business and residence addresses of the directors and officers of the 335 |
---|
420 | 420 | | corporation; and (6) [such additional information, including] the 336 |
---|
421 | 421 | | corporation's or foreign corporation's North American Industry 337 |
---|
422 | 422 | | Classification System Code. [, that the Secretary deems pertinent for 338 |
---|
423 | 423 | | determining the principal purpose of the corporation.] For the purposes 339 |
---|
424 | 424 | | of this subsection, a showing of good cause shall include, but not be 340 |
---|
425 | 425 | | limited to, a showing that public disclosure of the residence addresses 341 |
---|
426 | 426 | | of the corporation's directors and officers may expose the personal 342 |
---|
427 | 427 | | security of such directors and officers to significant risk. 343 |
---|
428 | 428 | | Sec. 19. Subsection (a) of section 34-247k of the general statutes is 344 |
---|
429 | 429 | | repealed and the following is substituted in lieu thereof (Effective January 345 |
---|
430 | 430 | | 1, 2024): 346 |
---|
431 | 431 | | (a) A limited liability company or a registered foreign limited liability 347 |
---|
432 | 432 | | company shall deliver to the Secretary of the State by electronic 348 |
---|
433 | 433 | | transmission an annual report that states: 349 |
---|
434 | 434 | | (1) The name of the company; 350 |
---|
435 | 435 | | (2) The street address and mailing address of its principal office; 351 |
---|
436 | 436 | | (3) The name, business address and residence address of at least one 352 |
---|
437 | 437 | | member or manager, except that, if good cause is shown, the Secretary 353 |
---|
438 | 438 | | of the State may accept a business address in lieu of business and 354 |
---|
439 | 439 | | residence addresses of such manager or member. For purposes of this 355 |
---|
440 | 440 | | subdivision, a showing of good cause shall include, but not be limited 356 |
---|
441 | 441 | | to, a showing that public disclosure of the residence address of the 357 |
---|
442 | 442 | | manager or member of the limited liability company may expose the 358 |
---|
443 | 443 | | personal security of such manager or member to significant risk; 359 |
---|
444 | 444 | | (4) The name and address of the registered agent; 360 Substitute Bill No. 1119 |
---|
445 | 445 | | |
---|
446 | 446 | | |
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449 | 449 | | 13 of 24 |
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450 | 450 | | |
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451 | 451 | | (5) An electronic mail address where the Secretary of the State can 361 |
---|
452 | 452 | | communicate with the company or its filing agent; [, if the company or 362 |
---|
453 | 453 | | its filing agent maintains an electronic mail address;] 363 |
---|
454 | 454 | | (6) In the case of a foreign limited liability company, any alternate 364 |
---|
455 | 455 | | name adopted under section 34-275e, its governing jurisdiction and if 365 |
---|
456 | 456 | | the law of the governing jurisdiction requires the company to maintain 366 |
---|
457 | 457 | | an office in that jurisdiction, the street and mailing addresses of the 367 |
---|
458 | 458 | | required office; and 368 |
---|
459 | 459 | | (7) [Such additional information, including the] The limited liability 369 |
---|
460 | 460 | | company's or registered foreign limited liability company's North 370 |
---|
461 | 461 | | American Industry Classification System Code. [, that the Secretary 371 |
---|
462 | 462 | | deems pertinent for determining the principal purpose of the limited 372 |
---|
463 | 463 | | liability company.] 373 |
---|
464 | 464 | | Sec. 20. Subsection (b) of section 34-420 of the general statutes is 374 |
---|
465 | 465 | | repealed and the following is substituted in lieu thereof (Effective January 375 |
---|
466 | 466 | | 1, 2024): 376 |
---|
467 | 467 | | (b) Each annual report shall set forth: (1) The name of the registered 377 |
---|
468 | 468 | | limited liability partnership; (2) the registered limited liability 378 |
---|
469 | 469 | | partnership's current principal office address; (3) the electronic mail 379 |
---|
470 | 470 | | address [, if any,] of the registered limited liability partnership; (4) the 380 |
---|
471 | 471 | | name and address of the registered agent; and (5) [such additional 381 |
---|
472 | 472 | | information, including] the registered limited liability partnership's 382 |
---|
473 | 473 | | North American Industry Classification System Code. [, that the 383 |
---|
474 | 474 | | Secretary deems pertinent for determining the principal purpose of the 384 |
---|
475 | 475 | | limited liability partnership.] 385 |
---|
476 | 476 | | Sec. 21. Subsection (b) of section 34-431 of the general statutes is 386 |
---|
477 | 477 | | repealed and the following is substituted in lieu thereof (Effective January 387 |
---|
478 | 478 | | 1, 2024): 388 |
---|
479 | 479 | | (b) Each annual report shall set forth: (1) The name of the foreign 389 |
---|
480 | 480 | | registered limited liability partnership and, if different, the name under 390 |
---|
481 | 481 | | which such foreign registered limited liability partnership transacts 391 Substitute Bill No. 1119 |
---|
482 | 482 | | |
---|
483 | 483 | | |
---|
486 | 486 | | 14 of 24 |
---|
487 | 487 | | |
---|
488 | 488 | | business in this state; (2) the address of the office required to be 392 |
---|
489 | 489 | | maintained in the state or other jurisdiction of the foreign registered 393 |
---|
490 | 490 | | limited liability partnership's organization by the laws of that state or 394 |
---|
491 | 491 | | jurisdiction or, if not so required, the address of its principal office; (3) 395 |
---|
492 | 492 | | the electronic mail address [, if any,] of the foreign registered limited 396 |
---|
493 | 493 | | liability partnership; (4) the name and address of the statutory agent; 397 |
---|
494 | 494 | | and (5) [such additional information, including] the foreign registered 398 |
---|
495 | 495 | | limited liability partnership's North American Industry Classification 399 |
---|
496 | 496 | | System Code. [, that the Secretary deems pertinent for determining the 400 |
---|
497 | 497 | | principal purpose of the foreign registered limited liability partnership.] 401 |
---|
498 | 498 | | Sec. 22. Section 3-99a of the general statutes is repealed and the 402 |
---|
499 | 499 | | following is substituted in lieu thereof (Effective January 1, 2024): 403 |
---|
500 | 500 | | (a) Except as provided in subsection (b) of this section, the Secretary 404 |
---|
501 | 501 | | of the State shall receive, for filing or recording any document, 405 |
---|
502 | 502 | | instrument or paper required to be filed or recorded regardless of the 406 |
---|
503 | 503 | | number of pages, when fees are not otherwise specially provided for, 407 |
---|
504 | 504 | | fifty dollars. The Secretary shall receive, for preparing and furnishing a 408 |
---|
505 | 505 | | copy of any document, instrument or paper filed or recorded: For each 409 |
---|
506 | 506 | | copy of each such document, regardless of the number of pages, forty 410 |
---|
507 | 507 | | dollars, for affixing the Secretary's certificate and the state seal thereto, 411 |
---|
508 | 508 | | fifteen dollars; for the Secretary's certificate with the state seal imprinted 412 |
---|
509 | 509 | | or affixed, fifty dollars; for a certificate, with the seal of the state 413 |
---|
510 | 510 | | imprinted or affixed thereon, of any fact or record for which no special 414 |
---|
511 | 511 | | provision is made, fifty dollars; for [certifying the incumbency of a judge 415 |
---|
512 | 512 | | of probate, notary public or other official, forty dollars, except that for 416 |
---|
513 | 513 | | certifying the incumbency of an official in connection with an adoption 417 |
---|
514 | 514 | | of a child, such fee shall be fifteen dollars] issuing a document 418 |
---|
515 | 515 | | authentication or apostille, twenty dollars; and for expediting such 419 |
---|
516 | 516 | | authentication or apostille, twenty dollars. 420 |
---|
517 | 517 | | (b) No fee shall be charged for filing any document required to be 421 |
---|
518 | 518 | | filed pursuant to the provisions of titles 4, 7 and 9, and the fee for 422 |
---|
519 | 519 | | furnishing copies of such documents shall be such as will, in the 423 |
---|
520 | 520 | | judgment of said Secretary, cover the costs of such copies, except that 424 Substitute Bill No. 1119 |
---|
521 | 521 | | |
---|
522 | 522 | | |
---|
525 | 525 | | 15 of 24 |
---|
526 | 526 | | |
---|
527 | 527 | | the fee for furnishing copies of documents filed pursuant to title 9 shall 425 |
---|
528 | 528 | | not exceed twenty-five cents per page. No fee shall be charged for filing 426 |
---|
529 | 529 | | resolutions relating to payment from the Treasury and statements of 427 |
---|
530 | 530 | | receipts and expenditures of judges of probate. 428 |
---|
531 | 531 | | (c) No fee shall be charged for any copy required by any state officer, 429 |
---|
532 | 532 | | department, board or commission, the fee for which would be payable 430 |
---|
533 | 533 | | from the State Treasury. For other services for which fees are not 431 |
---|
534 | 534 | | provided by the general statutes, the Secretary may charge such fees as 432 |
---|
535 | 535 | | will in his judgment cover the cost of the services provided. The tax 433 |
---|
536 | 536 | | imposed under chapter 219 shall not be imposed upon any transaction 434 |
---|
537 | 537 | | for which a fee may be charged under the provisions of this section. 435 |
---|
538 | 538 | | Overpayments made to the Records and Legislative Services Division 436 |
---|
539 | 539 | | or to the [Commercial Recording] Business Services Division of the 437 |
---|
540 | 540 | | office of the Secretary of the State, whether for documents or for fees, in 438 |
---|
541 | 541 | | an amount not to exceed five dollars shall not be refunded but shall be 439 |
---|
542 | 542 | | placed in the General Fund. No overpayment claim or claim for credit 440 |
---|
543 | 543 | | toward future filing fees shall be presented under this section but within 441 |
---|
544 | 544 | | one year after it accrues and the Secretary of the State may adjust the 442 |
---|
545 | 545 | | Secretary's records accordingly to reflect that the overpaid fees are no 443 |
---|
546 | 546 | | longer available for refund or credit. 444 |
---|
547 | 547 | | (d) In the performance of their functions, the [Commercial Recording] 445 |
---|
548 | 548 | | Business Services Division and the Records and Legislative Services 446 |
---|
549 | 549 | | Division of the office of the Secretary of the State may, in the discretion 447 |
---|
550 | 550 | | of the Secretary, provide expedited services. The Secretary shall provide 448 |
---|
551 | 551 | | for the establishment and administration of a system of payment for 449 |
---|
552 | 552 | | such expedited services and may include in such system prepaid 450 |
---|
553 | 553 | | deposit accounts. The Secretary shall charge, in addition to the filing fees 451 |
---|
554 | 554 | | provided for by law, the sum of fifty dollars for each expedited service 452 |
---|
555 | 555 | | provided. The filing fee and the expediting fee shall be paid by the 453 |
---|
556 | 556 | | person requesting the information and documents, in such manner as 454 |
---|
557 | 557 | | required by the Secretary. The Secretary may promulgate rules and 455 |
---|
558 | 558 | | regulations necessary to establish guidelines for the use of expedited 456 |
---|
559 | 559 | | services and shall establish fees, in addition to the expediting fee, for 457 Substitute Bill No. 1119 |
---|
560 | 560 | | |
---|
561 | 561 | | |
---|
564 | 564 | | 16 of 24 |
---|
565 | 565 | | |
---|
566 | 566 | | expedited electronic data processing services which cover the cost of 458 |
---|
567 | 567 | | such services. 459 |
---|
568 | 568 | | (e) (1) The Secretary of the State may accept the filing of documents 460 |
---|
569 | 569 | | [by telecopier or other electronic media] and data over the Internet and 461 |
---|
570 | 570 | | employ new technology, as it is developed, to aid in the performance of 462 |
---|
571 | 571 | | all duties required by the law. The Secretary of the State may establish 463 |
---|
572 | 572 | | rules, fee schedules and regulations, not inconsistent with the law, for 464 |
---|
573 | 573 | | filing documents [by telecopier or other electronic media, for the 465 |
---|
574 | 574 | | adoption, employment and use of new technology in the performance 466 |
---|
575 | 575 | | of the duties of the office and for providing electronic access and other 467 |
---|
576 | 576 | | related products or services that result from the employment of such 468 |
---|
577 | 577 | | new technology] with the Business Services Division. 469 |
---|
578 | 578 | | (2) The Secretary may require the Internet submission of any filing to 470 |
---|
579 | 579 | | the Business Services Division under titles 33, 34 and 42a, provided the 471 |
---|
580 | 580 | | Secretary may permit paper filing of such documents and data if the 472 |
---|
581 | 581 | | Secretary determines that Internet submission is impracticable. 473 |
---|
582 | 582 | | (3) The Secretary may create a unified business maintenance filing 474 |
---|
583 | 583 | | that allows a business entity to update business information on file with 475 |
---|
584 | 584 | | the Secretary, provided the business entity is active and in good 476 |
---|
585 | 585 | | standing with the Secretary. 477 |
---|
586 | 586 | | (f) The Secretary of the State may require that a unique identification 478 |
---|
587 | 587 | | number be provided on documents or requests processed by the office. 479 |
---|
588 | 588 | | (g) The Secretary of the State may allow remittances to be in the form 480 |
---|
589 | 589 | | of a credit card account number and an authorization to draw upon a 481 |
---|
590 | 590 | | specified credit card account, at such time and under such conditions as 482 |
---|
591 | 591 | | the Secretary may prescribe. Remittances in the form of an authorization 483 |
---|
592 | 592 | | to draw upon a specified credit card account shall include an amount 484 |
---|
593 | 593 | | for purposes of paying the discount rate associated with drawing upon 485 |
---|
594 | 594 | | the credit card account, unless the remittances are drawn on an account 486 |
---|
595 | 595 | | with a financial institution that agrees to add the number to the credit 487 |
---|
596 | 596 | | card holder's billing, in which event the remittances drawn shall not 488 Substitute Bill No. 1119 |
---|
597 | 597 | | |
---|
598 | 598 | | |
---|
601 | 601 | | 17 of 24 |
---|
602 | 602 | | |
---|
603 | 603 | | include an amount for purposes of paying the discount rate associated 489 |
---|
604 | 604 | | with the drawing upon the credit card account. 490 |
---|
605 | 605 | | Sec. 23. Subsection (a) of section 3-99d of the general statutes is 491 |
---|
606 | 606 | | repealed and the following is substituted in lieu thereof (Effective January 492 |
---|
607 | 607 | | 1, 2024): 493 |
---|
608 | 608 | | (a) The [Commercial Recording] Business Services Division of the 494 |
---|
609 | 609 | | office of the Secretary of the State shall establish an electronic business 495 |
---|
610 | 610 | | portal as a single point of entry for business entities for purposes of 496 |
---|
611 | 611 | | business registration pursuant to title 33 or 34. Such portal shall provide 497 |
---|
612 | 612 | | explanatory information and electronic links provided by state agencies 498 |
---|
613 | 613 | | and quasi-public agencies, including, but not limited to, the Labor 499 |
---|
614 | 614 | | Department, the Workers' Compensation Commission, the 500 |
---|
615 | 615 | | Departments of Economic and Community Development, 501 |
---|
616 | 616 | | Administrative Services, Consumer Protection, Energy and 502 |
---|
617 | 617 | | Environmental Protection and Revenue Services, Connecticut 503 |
---|
618 | 618 | | Innovations, Incorporated, Connecticut Licensing Info Center, The 504 |
---|
619 | 619 | | United States Small Business Administration, the Connecticut Small 505 |
---|
620 | 620 | | Business Development Center, the Connecticut Economic Resource 506 |
---|
621 | 621 | | Center and the Connecticut Center for Advanced Technology, for the 507 |
---|
622 | 622 | | purposes of assisting such business entities in determining permitting 508 |
---|
623 | 623 | | and licensure requirements, identifying state revenue responsibilities 509 |
---|
624 | 624 | | and benefits, and finding available state financial incentives and 510 |
---|
625 | 625 | | programs related to such entities' businesses. The information provided 511 |
---|
626 | 626 | | for purposes of business registration with the office of the Secretary of 512 |
---|
627 | 627 | | the State may be made available to state agencies and quasi-public 513 |
---|
628 | 628 | | agencies for economic development, state revenue collection and 514 |
---|
629 | 629 | | statistical purposes as provided by law. 515 |
---|
630 | 630 | | Sec. 24. (NEW) (Effective January 1, 2024) (a) (1) As used in this section 516 |
---|
631 | 631 | | and sections 25 and 26 of this act, "registered agent" means a registered 517 |
---|
632 | 632 | | agent of a corporation under section 33-660 or 33-1050 of the general 518 |
---|
633 | 633 | | statutes, a statutory agent for service of process of a limited partnership 519 |
---|
634 | 634 | | under section 34-13b of the general statutes, a registered agent of a 520 |
---|
635 | 635 | | limited liability company under section 34-243n of the general statutes, 521 Substitute Bill No. 1119 |
---|
636 | 636 | | |
---|
637 | 637 | | |
---|
640 | 640 | | 18 of 24 |
---|
641 | 641 | | |
---|
642 | 642 | | a statutory agent for service of process of a limited liability partnership 522 |
---|
643 | 643 | | under section 34-408 of the general statutes or a statutory agent for 523 |
---|
644 | 644 | | service of process of a statutory trust under section 34-507 of the general 524 |
---|
645 | 645 | | statutes. 525 |
---|
646 | 646 | | (2) The Secretary of the State may establish a commercial registered 526 |
---|
647 | 647 | | agent process at such time as the Secretary determines is feasible as 527 |
---|
648 | 648 | | described in this section and sections 25 and 26 of this act. 528 |
---|
649 | 649 | | (b) (1) No individual, business organization or unincorporated 529 |
---|
650 | 650 | | association shall be permitted to register as a commercial registered 530 |
---|
651 | 651 | | agent except as provided in this section. To register as a commercial 531 |
---|
652 | 652 | | registered agent, a business entity shall be active and in good standing 532 |
---|
653 | 653 | | with the Secretary of the State and shall be: (A) A domestic stock 533 |
---|
654 | 654 | | corporation having a certificate of incorporation on file with the 534 |
---|
655 | 655 | | Secretary under section 33-636 of the general statutes, as amended by 535 |
---|
656 | 656 | | this act; (B) a foreign stock corporation having an application for 536 |
---|
657 | 657 | | certificate of authority on file with the Secretary under section 33-922 of 537 |
---|
658 | 658 | | the general statutes, as amended by this act; (C) a domestic limited 538 |
---|
659 | 659 | | liability company having a certificate of organization on file with the 539 |
---|
660 | 660 | | Secretary under section 34-247 of the general statutes; or (D) a foreign 540 |
---|
661 | 661 | | limited liability company with a foreign registration statement on file 541 |
---|
662 | 662 | | with the Secretary under section 34-275a of the general statutes. 542 |
---|
663 | 663 | | (2) A registered agent may deliver to the Secretary of the State for 543 |
---|
664 | 664 | | filing a commercial registered agent listing statement signed by the 544 |
---|
665 | 665 | | registered agent that states: (A) The name of the individual or entity that 545 |
---|
666 | 666 | | acts as a registered agent and, the entity's type and jurisdiction of 546 |
---|
667 | 667 | | formation; (B) that the registered agent is in the business of serving as a 547 |
---|
668 | 668 | | registered agent in this state; and (C) the address of a place of business 548 |
---|
669 | 669 | | of the registered agent in this state to which service of process, notices 549 |
---|
670 | 670 | | and demands being served on or sent to entities represented by the 550 |
---|
671 | 671 | | person may be delivered. The Secretary may require such other 551 |
---|
672 | 672 | | information on the listing statement as the Secretary deems necessary to 552 |
---|
673 | 673 | | carry out the Secretary's duties under this section and sections 25 and 26 553 |
---|
674 | 674 | | of this act. 554 Substitute Bill No. 1119 |
---|
675 | 675 | | |
---|
676 | 676 | | |
---|
679 | 679 | | 19 of 24 |
---|
680 | 680 | | |
---|
681 | 681 | | (3) A commercial registered agent listing statement may include 555 |
---|
682 | 682 | | information on the methods that the registered agent will accept service 556 |
---|
683 | 683 | | of process, notices and demands, other than in a written record. The 557 |
---|
684 | 684 | | listing statement may also include the commercial registered agent's 558 |
---|
685 | 685 | | telephone number, electronic mail address and Internet web site 559 |
---|
686 | 686 | | address. All information collected on the listing statement shall be 560 |
---|
687 | 687 | | public and may be made available on the Internet web site of the 561 |
---|
688 | 688 | | Secretary. 562 |
---|
689 | 689 | | (c) A commercial registered agent listing statement takes effect on 563 |
---|
690 | 690 | | filing. 564 |
---|
691 | 691 | | (d) The Secretary of the State shall note the filing of a commercial 565 |
---|
692 | 692 | | registered agent listing statement in the index of the Secretary of the 566 |
---|
693 | 693 | | State's records for each entity represented by the registered agent at the 567 |
---|
694 | 694 | | time of the filing. The listing statement has the effect of amending the 568 |
---|
695 | 695 | | registered agent filing for each of those entities to: (1) Designate the 569 |
---|
696 | 696 | | registered agent filing the commercial registered agent listing statement 570 |
---|
697 | 697 | | as the commercial registered agent of each of those entities; and (2) 571 |
---|
698 | 698 | | delete the name and address of the former agent from the registered 572 |
---|
699 | 699 | | agent filing of each of those entities. 573 |
---|
700 | 700 | | Sec. 25. (NEW) (Effective January 1, 2024) (a) A registered agent may 574 |
---|
701 | 701 | | terminate such agent's listing as a commercial registered agent by 575 |
---|
702 | 702 | | delivering to the Secretary of the State for filing a commercial registered 576 |
---|
703 | 703 | | agent termination statement signed by the agent that states: (1) The 577 |
---|
704 | 704 | | name of the agent as listed under section 24 of this act; and (2) that the 578 |
---|
705 | 705 | | agent is no longer in the business of serving as a commercial registered 579 |
---|
706 | 706 | | agent in this state. 580 |
---|
707 | 707 | | (b) A commercial registered agent termination statement takes effect 581 |
---|
708 | 708 | | at 12:01 a.m. on the thirty-first day after the day on which it is filed by 582 |
---|
709 | 709 | | the Secretary of the State. 583 |
---|
710 | 710 | | (c) The registered agent shall promptly furnish each entity 584 |
---|
711 | 711 | | represented by the agent with a notice in a record of the filing of the 585 Substitute Bill No. 1119 |
---|
712 | 712 | | |
---|
713 | 713 | | |
---|
716 | 716 | | 20 of 24 |
---|
717 | 717 | | |
---|
718 | 718 | | commercial registered agent termination statement. 586 |
---|
719 | 719 | | (d) When a commercial registered agent termination statement takes 587 |
---|
720 | 720 | | effect, the commercial registered agent ceases to be the registered agent 588 |
---|
721 | 721 | | for each entity formerly represented by such agent. Termination of the 589 |
---|
722 | 722 | | listing of a commercial registered agent under this section does not 590 |
---|
723 | 723 | | affect any contractual rights a represented entity has against the agent 591 |
---|
724 | 724 | | or that the agent has against the represented entity. 592 |
---|
725 | 725 | | Sec. 26. (NEW) (Effective January 1, 2024) (a) A commercial registered 593 |
---|
726 | 726 | | agent shall file an amended commercial registered agent listing 594 |
---|
727 | 727 | | statement that sets forth the information required under section 24 of 595 |
---|
728 | 728 | | this act if the commercial registered agent changes its name, entity type, 596 |
---|
729 | 729 | | jurisdiction of formation or its address in this state. An amended 597 |
---|
730 | 730 | | commercial registered agent listing statement may be filed by the 598 |
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731 | 731 | | commercial registered agent to update any other information provided 599 |
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732 | 732 | | on the original listing statement or previous amendment thereto. 600 |
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733 | 733 | | (b) The filing by the Secretary of the State of a listing statement under 601 |
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734 | 734 | | subsection (a) of this section is effective to change the information 602 |
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735 | 735 | | regarding the agent with respect to each entity represented by the agent. 603 |
---|
736 | 736 | | (c) An amended listing statement filed under this section takes effect 604 |
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737 | 737 | | on filing. 605 |
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738 | 738 | | (d) A commercial registered agent shall promptly notify each entity 606 |
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739 | 739 | | represented by the agent in the event the agent files an amended listing 607 |
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740 | 740 | | statement under this section. 608 |
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741 | 741 | | Sec. 27. Subsection (a) of section 33-617 of the general statutes is 609 |
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742 | 742 | | repealed and the following is substituted in lieu thereof (Effective January 610 |
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743 | 743 | | 1, 2024): 611 |
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744 | 744 | | (a) The Secretary of the State shall charge and collect the following 612 |
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745 | 745 | | fees for filing documents and issuing certificates and remit them to the 613 |
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746 | 746 | | Treasurer for the use of the state: (1) Filing application to reserve, 614 |
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747 | 747 | | register, renew or cancel registration of corporate name, sixty dollars; 615 Substitute Bill No. 1119 |
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748 | 748 | | |
---|
749 | 749 | | |
---|
752 | 752 | | 21 of 24 |
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753 | 753 | | |
---|
754 | 754 | | (2) filing transfer of reserved corporate name, sixty dollars; (3) filing 616 |
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755 | 755 | | certificate of incorporation, including appointment of registered agent, 617 |
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756 | 756 | | one hundred dollars; (4) filing change of address of registered agent or 618 |
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757 | 757 | | change of registered agent, fifty dollars; (5) filing notice of resignation 619 |
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758 | 758 | | of registered agent, fifty dollars; (6) filing amendment to certificate of 620 |
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759 | 759 | | incorporation, one hundred dollars; (7) filing restated certificate of 621 |
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760 | 760 | | incorporation, one hundred dollars; (8) filing certificate of merger or 622 |
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761 | 761 | | share exchange, sixty dollars; (9) filing certificate of correction, one 623 |
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762 | 762 | | hundred dollars; (10) filing certificate of surrender of special charter and 624 |
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763 | 763 | | adoption of general certificate of incorporation, one hundred dollars; 625 |
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764 | 764 | | (11) filing certificate of revocation of dissolution, fifty dollars; (12) filing 626 |
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765 | 765 | | annual report, one hundred fifty dollars except as otherwise provided 627 |
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766 | 766 | | in sections 33-953, as amended by this act, and 33-954; (13) filing 628 |
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767 | 767 | | application of foreign corporation for certificate of authority to transact 629 |
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768 | 768 | | business in this state and issuing certificate of authority, one hundred 630 |
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769 | 769 | | dollars; (14) filing application of foreign corporation for amended 631 |
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770 | 770 | | certificate of authority to transact business in this state and issuing 632 |
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771 | 771 | | amended certificate of authority, one hundred dollars; (15) filing 633 |
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772 | 772 | | application for reinstatement, [one hundred fifty dollars] five hundred 634 |
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773 | 773 | | dollars, inclusive of annual report fees; (16) filing a corrected annual 635 |
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774 | 774 | | report, one hundred dollars; and (17) filing an interim notice of change 636 |
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775 | 775 | | of director or officer, twenty dollars. 637 |
---|
776 | 776 | | Sec. 28. Subsection (a) of section 34-38n of the general statutes is 638 |
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777 | 777 | | repealed and the following is substituted in lieu thereof (Effective January 639 |
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778 | 778 | | 1, 2024): 640 |
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779 | 779 | | (a) The Secretary of the State shall receive, for filing any document or 641 |
---|
780 | 780 | | certificate required to be filed under sections 34-10, as amended by this 642 |
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781 | 781 | | act, 34-13a, 34-13e, as amended by this act, 34-32, 34-32a, 34-32c, 34-38g, 643 |
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782 | 782 | | as amended by this act, and 34-38s, as amended by this act, the following 644 |
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783 | 783 | | fees: (1) For reservation or cancellation of reservation of name, sixty 645 |
---|
784 | 784 | | dollars; (2) for a certificate of limited partnership and appointment of 646 |
---|
785 | 785 | | statutory agent, one hundred twenty dollars; (3) for a certificate of 647 |
---|
786 | 786 | | amendment, one hundred twenty dollars; (4) for a certificate of merger 648 Substitute Bill No. 1119 |
---|
787 | 787 | | |
---|
788 | 788 | | |
---|
791 | 791 | | 22 of 24 |
---|
792 | 792 | | |
---|
793 | 793 | | or consolidation, sixty dollars; (5) for a certificate of registration, one 649 |
---|
794 | 794 | | hundred twenty dollars; (6) for a change of agent or change of address 650 |
---|
795 | 795 | | of agent, twenty dollars; (7) for a certificate of reinstatement, [one 651 |
---|
796 | 796 | | hundred twenty dollars] two hundred fifty dollars; and (8) for an annual 652 |
---|
797 | 797 | | report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 653 |
---|
798 | 798 | | 1, 2020, eighty dollars. 654 |
---|
799 | 799 | | Sec. 29. Subsection (a) of section 34-243u of the general statutes is 655 |
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800 | 800 | | repealed and the following is substituted in lieu thereof (Effective January 656 |
---|
801 | 801 | | 1, 2024): 657 |
---|
802 | 802 | | (a) Fees for filing documents and issuing certificates: (1) Filing an 658 |
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803 | 803 | | application to reserve a limited liability company name or to cancel a 659 |
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804 | 804 | | reserved limited liability company name, sixty dollars; (2) filing a 660 |
---|
805 | 805 | | transfer of reserved limited liability company name, sixty dollars; (3) 661 |
---|
806 | 806 | | filing a certificate of organization, including appointment of registered 662 |
---|
807 | 807 | | agent, one hundred twenty dollars; (4) filing a change of address of 663 |
---|
808 | 808 | | agent certificate or change of agent certificate, fifty dollars; (5) filing a 664 |
---|
809 | 809 | | notice of resignation of registered agent, fifty dollars; (6) filing an 665 |
---|
810 | 810 | | amendment to certificate of organization, one hundred twenty dollars; 666 |
---|
811 | 811 | | (7) filing a restated certificate of organization, one hundred twenty 667 |
---|
812 | 812 | | dollars; (8) filing a certificate of merger, sixty dollars; (9) filing a 668 |
---|
813 | 813 | | certificate of interest exchange, sixty dollars; (10) filing a certificate of 669 |
---|
814 | 814 | | abandonment, fifty dollars; (11) filing a certificate of reinstatement, [one 670 |
---|
815 | 815 | | hundred twenty dollars] two hundred fifty dollars; (12) filing a foreign 671 |
---|
816 | 816 | | registration certificate by a foreign limited liability company to transact 672 |
---|
817 | 817 | | business in this state, one hundred twenty dollars; (13) filing an 673 |
---|
818 | 818 | | application of foreign limited liability company for amended foreign 674 |
---|
819 | 819 | | registration certificate, one hundred twenty dollars; (14) [filing a 675 |
---|
820 | 820 | | certificate of withdrawal of registration under section 34-275h, one 676 |
---|
821 | 821 | | hundred twenty dollars; (15)] filing an annual report, (A) concerning 677 |
---|
822 | 822 | | any year prior to July 1, 2020, twenty dollars, and (B) concerning any 678 |
---|
823 | 823 | | year on or after July 1, 2020, eighty dollars; [(16)] (15) filing an interim 679 |
---|
824 | 824 | | notice of change of manager or member, twenty dollars; [(17)] (16) filing 680 |
---|
825 | 825 | | a registration of name or a renewal of registration of name, sixty dollars; 681 Substitute Bill No. 1119 |
---|
826 | 826 | | |
---|
827 | 827 | | |
---|
830 | 830 | | 23 of 24 |
---|
831 | 831 | | |
---|
832 | 832 | | [(18)] (17) filing a statement of correction, one hundred dollars; and 682 |
---|
833 | 833 | | [(19)] (18) filing a transfer of registration, sixty dollars plus the 683 |
---|
834 | 834 | | qualification fee. 684 |
---|
835 | 835 | | Sec. 30. Subsection (a) of section 34-413 of the general statutes is 685 |
---|
836 | 836 | | repealed and the following is substituted in lieu thereof (Effective January 686 |
---|
837 | 837 | | 1, 2024): 687 |
---|
838 | 838 | | (a) Fees for filing documents and processing certificates: (1) Filing 688 |
---|
839 | 839 | | application to reserve a registered limited liability partnership name or 689 |
---|
840 | 840 | | to cancel a reserved limited liability partnership name, sixty dollars; (2) 690 |
---|
841 | 841 | | filing transfer of reserved registered limited liability partnership name, 691 |
---|
842 | 842 | | sixty dollars; (3) filing change of address of statutory agent or change of 692 |
---|
843 | 843 | | statutory agent, fifty dollars; (4) filing certificate of limited liability 693 |
---|
844 | 844 | | partnership, one hundred twenty dollars; (5) filing amendment to 694 |
---|
845 | 845 | | certificate of limited liability partnership, one hundred twenty dollars; 695 |
---|
846 | 846 | | (6) filing certificate of authority to transact business in this state, 696 |
---|
847 | 847 | | including appointment of statutory agent, one hundred twenty dollars; 697 |
---|
848 | 848 | | (7) filing amendment to certificate of authority to transact business in 698 |
---|
849 | 849 | | this state, one hundred twenty dollars; (8) filing an annual report, (A) 699 |
---|
850 | 850 | | prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, 700 |
---|
851 | 851 | | eighty dollars; (9) filing statement of merger, sixty dollars; and (10) filing 701 |
---|
852 | 852 | | certificate of reinstatement, [one hundred twenty dollars] two hundred 702 |
---|
853 | 853 | | fifty dollars. 703 |
---|
854 | 854 | | This act shall take effect as follows and shall amend the following |
---|
855 | 855 | | sections: |
---|
856 | 856 | | |
---|
857 | 857 | | Section 1 January 1, 2024 33-636(a) |
---|
858 | 858 | | Sec. 2 January 1, 2024 33-922(a) |
---|
859 | 859 | | Sec. 3 January 1, 2024 33-1026(a) |
---|
860 | 860 | | Sec. 4 January 1, 2024 33-1212(a) |
---|
861 | 861 | | Sec. 5 January 1, 2024 34-10(a) |
---|
862 | 862 | | Sec. 6 January 1, 2024 34-13e(b) |
---|
863 | 863 | | Sec. 7 January 1, 2024 34-38g |
---|
864 | 864 | | Sec. 8 January 1, 2024 34-38j |
---|
865 | 865 | | Sec. 9 January 1, 2024 34-38k Substitute Bill No. 1119 |
---|
866 | 866 | | |
---|
867 | 867 | | |
---|
870 | 870 | | 24 of 24 |
---|
871 | 871 | | |
---|
872 | 872 | | Sec. 10 January 1, 2024 34-38s(b) |
---|
873 | 873 | | Sec. 11 January 1, 2024 34-247(b) |
---|
874 | 874 | | Sec. 12 January 1, 2024 34-275b |
---|
875 | 875 | | Sec. 13 January 1, 2024 34-419(a) |
---|
876 | 876 | | Sec. 14 January 1, 2024 34-429 |
---|
877 | 877 | | Sec. 15 January 1, 2024 34-503(a) |
---|
878 | 878 | | Sec. 16 January 1, 2024 34-531 |
---|
879 | 879 | | Sec. 17 January 1, 2024 33-953(c) |
---|
880 | 880 | | Sec. 18 January 1, 2024 33-1243(c) |
---|
881 | 881 | | Sec. 19 January 1, 2024 34-247k(a) |
---|
882 | 882 | | Sec. 20 January 1, 2024 34-420(b) |
---|
883 | 883 | | Sec. 21 January 1, 2024 34-431(b) |
---|
884 | 884 | | Sec. 22 January 1, 2024 3-99a |
---|
885 | 885 | | Sec. 23 January 1, 2024 3-99d(a) |
---|
886 | 886 | | Sec. 24 January 1, 2024 New section |
---|
887 | 887 | | Sec. 25 January 1, 2024 New section |
---|
888 | 888 | | Sec. 26 January 1, 2024 New section |
---|
889 | 889 | | Sec. 27 January 1, 2024 33-617(a) |
---|
890 | 890 | | Sec. 28 January 1, 2024 34-38n(a) |
---|
891 | 891 | | Sec. 29 January 1, 2024 34-243u(a) |
---|
892 | 892 | | Sec. 30 January 1, 2024 34-413(a) |
---|
893 | 893 | | |
---|