Connecticut Senate Bill SB00428 Comm Sub / Bill

                     
 
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General Assembly  Substitute Bill No. 428  
February Session, 2024 
 
 
 
 
 
AN ACT CONCERNING BUSINESS REGISTRATIONS FILED WITH 
THE SECRETARY OF THE STATE.  
Be it enacted by the Senate and House of Representatives in General 
Assembly convened: 
 
Section 1. Subsection (a) of section 33-636 of the general statutes is 1 
repealed and the following is substituted in lieu thereof (Effective January 2 
1, 2025): 3 
(a) The certificate of incorporation shall set forth: (1) A corporate 4 
name for the corporation that satisfies the requirements of section 33-5 
655; (2) the number of shares the corporation is authorized to issue; (3) 6 
the street and mailing address of the corporation's initial registered 7 
office and the name of its initial registered agent at that office; [and] (4) 8 
the name and address of each incorporator; (5) the valid electronic mail 9 
address of the corporation; and (6) the corporation's North American 10 
Industry Classification System Code. 11 
Sec. 2. Subsection (a) of section 33-922 of the general statutes is 12 
repealed and the following is substituted in lieu thereof (Effective January 13 
1, 2025): 14 
(a) A foreign corporation may apply for a certificate of authority to 15 
transact business in this state by delivering an application to the 16 
Secretary of the State for filing. The application shall set forth: (1) The 17  Substitute Bill No. 428 
 
 
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name of the foreign corporation or, if its name is unavailable for use in 18 
this state, a corporate name that satisfies the requirements of section 33-19 
925; (2) the name of the state or country under whose law it is 20 
incorporated; (3) its date of incorporation and period of duration; (4) the 21 
street address of its principal office; (5) the address of its registered office 22 
in this state and the name of its registered agent at that office; (6) the 23 
valid electronic mail address [, if any,] of the corporation; [and] (7) the 24 
names and respective business and residence addresses of the directors 25 
and officers of the foreign corporation, except that if good cause is 26 
shown, the Secretary of the State may accept business addresses in lieu 27 
of business and residence addresses of the directors and officers of the 28 
corporation; and (8) the foreign corporation's North American Industry 29 
Classification System Code. For purposes of this section, a showing of 30 
good cause shall include, but not be limited to, a showing that public 31 
disclosure of the residence addresses of the corporation's directors and 32 
officers may expose the personal security of such directors and officers 33 
to significant risk. 34 
Sec. 3. Subsection (a) of section 33-1026 of the general statutes is 35 
repealed and the following is substituted in lieu thereof (Effective January 36 
1, 2025): 37 
(a) The certificate of incorporation shall set forth: (1) A corporate 38 
name for the corporation that satisfies the requirements of section 33-39 
1045; (2) a statement that the corporation is nonprofit and that the 40 
corporation shall not have or issue shares of stock or make distributions; 41 
(3) whether the corporation is to have members and, if it is to have 42 
members, the provisions which under section 33-1055 are required to be 43 
set forth in the certificate of incorporation; (4) the street address of the 44 
corporation's initial registered office and the name of its initial 45 
registered agent at that office; (5) the name and address of each 46 
incorporator; [and] (6) the nature of the activities to be conducted or the 47 
purposes to be promoted or carried out, except that it shall be sufficient 48 
to state, either alone or with other activities or purposes, that the 49 
purpose of the corporation is to engage in any lawful act or activity for 50 
which corporations may be formed under sections 33-1000 to 33-1290, 51  Substitute Bill No. 428 
 
 
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inclusive, and by such statement all lawful acts and activities shall be 52 
within the purposes of the corporation, except for express limitations, if 53 
any; (7) the valid electronic mail address of the corporation; and (8) the 54 
foreign corporation's North American Industry Classification System 55 
Code. 56 
Sec. 4. Subsection (a) of section 33-1212 of the general statutes is 57 
repealed and the following is substituted in lieu thereof (Effective January 58 
1, 2025): 59 
(a) A foreign corporation may apply for a certificate of authority to 60 
conduct affairs in this state by delivering an application to the Secretary 61 
of the State for filing. The application shall set forth: (1) The name of the 62 
foreign corporation or, if its name is unavailable for use in this state, a 63 
corporate name that satisfies the requirements of section 33-1215; (2) the 64 
name of the state or country under whose law it is incorporated; (3) its 65 
date of incorporation and period of duration; (4) the street address of its 66 
principal office; (5) the address of its registered office in this state and 67 
the name of its registered agent at that office; (6) the valid electronic mail 68 
address [, if any,] of the corporation; [and] (7) the names and respective 69 
business and residence addresses of the directors and officers of the 70 
foreign corporation, except that if good cause is shown, the Secretary of 71 
the State may accept business addresses in lieu of business and 72 
residence addresses of the directors and officers of the corporation; and 73 
(8) the foreign corporation's North American Industry Classification 74 
System Code. For purposes of this section, a showing of good cause shall 75 
include, but not be limited to, a showing that public disclosure of the 76 
residence addresses of the corporation's directors and officers may 77 
expose the personal security of such directors and officers to significant 78 
risk. 79 
Sec. 5. Subsection (a) of section 34-10 of the general statutes is 80 
repealed and the following is substituted in lieu thereof (Effective January 81 
1, 2025): 82 
(a) In order to form a limited partnership a certificate of limited 83  Substitute Bill No. 428 
 
 
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partnership must be executed as provided in section 34-10a and the 84 
certificate shall set forth: 85 
(1) The name of the limited partnership and the address of the office 86 
required to be maintained by section 34-13b; 87 
(2) The name and address of the agent for service of process required 88 
to be maintained by section 34-13b; 89 
(3) The name and business address of each general partner; 90 
[(4) The latest date upon which the limited partnership is to dissolve; 91 
(5) Any other matters the partners determine to include therein; and] 92 
[(6) The] (4) The valid electronic mail address [, if any,] of the limited 93 
partnership; 94 
(5) The limited partnership's North American Industry Classification 95 
System Code; and 96 
(6) Any other matters the partners determine to include in the 97 
certificate. 98 
Sec. 6. Subsection (b) of section 34-13e of the general statutes is 99 
repealed and the following is substituted in lieu thereof (Effective January 100 
1, 2025): 101 
(b) Each annual report shall set forth: (1) The name of the limited 102 
partnership; (2) the address of the office of the limited partnership 103 
required to be maintained by section 34-13b; (3) the valid electronic mail 104 
address [, if any,] of the limited partnership; (4) if applicable, the name 105 
and address of the statutory agent; [and (5) such additional information, 106 
including the North American Industry Classification System Code, that 107 
the Secretary deems pertinent for determining the principal purpose of 108 
the limited partnership] (5) the name and business address of the 109 
general partner; and (6) the limited partnership's North American 110 
Industry Classification System Code. 111  Substitute Bill No. 428 
 
 
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Sec. 7. Section 34-38g of the general statutes is repealed and the 112 
following is substituted in lieu thereof (Effective January 1, 2025): 113 
Before transacting business in this state, a foreign limited partnership 114 
shall register with the Secretary of the State. In order to register, a 115 
foreign limited partnership shall submit to the Secretary of the State [a 116 
signed copy of the] an application for registration as a foreign limited 117 
partnership, signed [and sworn to] by a general partner and setting 118 
forth: (1) The name of the foreign limited partnership and, if different, 119 
the name under which it proposes to register and transact business in 120 
the state; (2) the state and date of its formation; (3) the general character 121 
of the business it proposes to transact in this state; (4) the name and 122 
address of the agent in this state for service of process on the foreign 123 
limited partnership required to be maintained by section 34-38p and an 124 
acceptance of such appointment signed by the agent appointed if other 125 
than the Secretary of the State; (5) the address of the office required to 126 
be maintained in the state of its organization by the laws of that state, 127 
or, if not so required, of the principal office of the foreign limited 128 
partnership; (6) the name and business address of each general partner; 129 
(7) the address of the office at which is kept a list of the names and 130 
addresses of the limited partners and their capital contributions, 131 
together with an undertaking by the foreign limited partnership to keep 132 
those records until the foreign limited partnership registration in this 133 
state is cancelled or withdrawn; (8) the date the foreign limited 134 
partnership commenced transacting business in this state; [and] (9) the 135 
valid electronic mail address [, if any,] of the foreign limited partnership; 136 
and (10) the foreign limited partnership's North American Industry 137 
Classification System Code. 138 
Sec. 8. Section 34-38j of the general statutes is repealed and the 139 
following is substituted in lieu thereof (Effective January 1, 2025): 140 
If any statement in the application for registration of a foreign limited 141 
partnership was false when made or any arrangements or other facts 142 
described have changed, making the application inaccurate in any 143 
respect, the foreign limited partnership shall promptly file in the office 144  Substitute Bill No. 428 
 
 
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of the Secretary of the State a [signed copy of a] certificate, signed [and 145 
sworn to] by a general partner, correcting such statement. 146 
Sec. 9. Section 34-38k of the general statutes is repealed and the 147 
following is substituted in lieu thereof (Effective January 1, 2025): 148 
A foreign limited partnership may cancel its registration by filing 149 
with the Secretary of the State [a signed copy of] a certificate of 150 
cancellation signed [and sworn to] by a general partner. A cancellation 151 
does not terminate the authority of the Secretary of the State to accept 152 
service of process on the foreign limited partnership with respect to 153 
causes of action arising out of the transactions of business in this state. 154 
Sec. 10. Subsection (b) of section 34-38s of the general statutes is 155 
repealed and the following is substituted in lieu thereof (Effective January 156 
1, 2025): 157 
(b) Each annual report shall set forth: (1) The name of the foreign 158 
limited partnership and, if different, the name under which such foreign 159 
limited partnership transacts business in this state; (2) the address of the 160 
office required to be maintained in the state or other jurisdiction of the 161 
foreign limited partnership's organization by the laws of that state or 162 
jurisdiction or, if not so required, the address of its principal office; [and] 163 
(3) the valid electronic mail address [, if any,] of the foreign limited 164 
partnership; and (4) the foreign limited partnership's North American 165 
Industry Classification System Code. 166 
Sec. 11. Subsection (b) of section 34-247 of the general statutes is 167 
repealed and the following is substituted in lieu thereof (Effective January 168 
1, 2025): 169 
(b) A certificate of organization shall state: (1) The name of the limited 170 
liability company, which shall comply with section 34-243k; (2) the 171 
street address and mailing address of the company's principal office; (3) 172 
the name of a registered agent appointed in compliance with section 34-173 
243n, along with the street address and mailing address in this state of 174 
the company's registered agent; (4) the name, business address and 175  Substitute Bill No. 428 
 
 
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residence address of at least one manager or member of the limited 176 
liability company, except that if good cause is shown, the Secretary of 177 
the State may accept a business address in lieu of the business and 178 
residence addresses of such manager or member, provided, for 179 
purposes of this subsection, a showing of good cause shall include, but 180 
not be limited to, a showing that public disclosure of the residence 181 
address of the manager or member of the limited liability company may 182 
expose the personal security of such manager or member to significant 183 
risk; [and] (5) the valid electronic mail address [, if any,] of the limited 184 
liability company; and (6) the limited liability company's North 185 
American Industry Classification System Code. 186 
Sec. 12. Section 34-275b of the general statutes is repealed and the 187 
following is substituted in lieu thereof (Effective January 1, 2025): 188 
(a) To register to do business in this state, a foreign limited liability 189 
company must deliver a foreign registration certificate to the Secretary 190 
of the State for filing. The certificate shall set forth: 191 
(1) The name of the company and, if the name does not comply with 192 
section 34-243k, an alternate name adopted pursuant to subsection (a) 193 
of section 34-275e; 194 
(2) That the company is a foreign limited liability company; 195 
(3) The name of the company's governing jurisdiction; 196 
(4) The street and mailing addresses of the company's principal office 197 
and, if the law of the governing jurisdiction requires the company to 198 
maintain an office in that jurisdiction, the street and mailing addresses 199 
of the required office; 200 
(5) The name and address of the agent in this state for service of 201 
process on the foreign limited liability company required to be 202 
maintained by section 34-243n and an acceptance of such appointment 203 
signed by the agent appointed if other than the Secretary of the State; 204 
(6) The name and respective business and residence addresses of a 205  Substitute Bill No. 428 
 
 
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manager or a member of the foreign limited liability company, except 206 
that, if good cause is shown, the Secretary of the State may accept a 207 
business address in lieu of business and residence addresses of such 208 
manager or member. For the purposes of this subdivision, a showing of 209 
good cause shall include, but need not be limited to, a showing that 210 
public disclosure of the residence address of the manager or member of 211 
the foreign limited liability company may expose the personal security 212 
of such manager or member to significant risk; [and] 213 
(7) The valid electronic mail address [, if any,] of the foreign limited 214 
liability company; and 215 
(8) The foreign limited liability company's North American Industry 216 
Classification System Code. 217 
(b) When delivering to the Secretary of the State a foreign registration 218 
certificate that is completed in accordance with the provisions of 219 
subsection (a) of this section, the foreign limited liability company shall 220 
also deliver a certificate of existence, or a document of similar import, 221 
duly authenticated by the Secretary of the State or other official having 222 
custody of corporate records in the state or country under whose law it 223 
is formed. 224 
Sec. 13. Subsection (a) of section 34-419 of the general statutes is 225 
repealed and the following is substituted in lieu thereof (Effective January 226 
1, 2025): 227 
(a) To become a registered limited liability partnership, a partnership 228 
shall file a certificate of limited liability partnership with the Secretary 229 
of the State, stating the name of the partnership, which shall conform to 230 
the requirements of section 34-406; the address of its principal office; if 231 
the partnership's principal office is not located in this state, the address 232 
of a registered office and the name and address of a registered agent for 233 
service of process in this state, which the partnership will be required to 234 
maintain under section 34-408; a brief statement of the business in which 235 
the partnership engages; the valid electronic mail address [, if any,] of 236 
the registered limited liability partnership; the registered limited 237  Substitute Bill No. 428 
 
 
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liability partnership's North American Industry Classification System 238 
Code; any other matters the partnership may determine to include; and 239 
that the partnership thereby applies for status as a registered limited 240 
liability partnership. 241 
Sec. 14. Section 34-429 of the general statutes is repealed and the 242 
following is substituted in lieu thereof (Effective January 1, 2025): 243 
Before transacting business in this state, a foreign registered limited 244 
liability partnership shall file a certificate of authority with the Secretary 245 
of the State executed by a person with authority to do so under the laws 246 
of the state or other jurisdiction where it is registered as a registered 247 
limited liability partnership. The certificate of authority shall set forth: 248 
(1) The name of the partnership and, if different, the name under which 249 
it proposes to transact business in this state, either of which shall 250 
conform to the requirements of section 34-406; (2) the state or other 251 
jurisdiction where it is registered as a registered limited liability 252 
partnership and the date of its registration; (3) the name and address of 253 
the agent in this state for service of process required to be maintained 254 
by section 34-408 and an acceptance of such appointment signed by the 255 
agent appointed; (4) the address of the office required to be maintained 256 
in the state or other jurisdiction of its organization by the laws of that 257 
state or jurisdiction or, if not so required, of the principal office of the 258 
partnership; (5) a representation that the partnership is a "foreign 259 
registered limited liability partnership" as defined in section 34-301; (6) 260 
a brief statement of the business in which the partnership engages; (7) 261 
the valid electronic mail address [, if any,] of the foreign registered 262 
limited liability partnership; (8) the foreign registered limited liability 263 
partnership's North American Industry Classification System Code; and 264 
[(8)] (9) any other matters the partnership may determine to include. 265 
Sec. 15. Subsection (a) of section 34-503 of the general statutes is 266 
repealed and the following is substituted in lieu thereof (Effective January 267 
1, 2025): 268 
(a) Every statutory trust shall file a signed copy of its certificate of 269  Substitute Bill No. 428 
 
 
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trust with the office of the Secretary of the State. The certificate of trust 270 
shall set forth: 271 
(1) A name of the statutory trust that satisfies the requirements of 272 
section 34-506; 273 
(2) The future effective date, which shall be a date certain, of 274 
effectiveness of the certificate if it is not to be effective upon the filing of 275 
the certificate; 276 
(3) The principal office address of the statutory trust; 277 
(4) The appointment of a statutory agent for service of process, as 278 
required by section 34-507; [and]  279 
(5) The valid electronic mail address of the statutory trust; 280 
(6) The statutory trust's North American Industry Classification 281 
System Code; and 282 
[(5)] (7) Any other information the trustees determine to include 283 
therein. 284 
Sec. 16. Section 34-531 of the general statutes is repealed and the 285 
following is substituted in lieu thereof (Effective January 1, 2025): 286 
Before transacting business in this state, a foreign statutory trust shall 287 
register with the Secretary of the State. In order to register, a foreign 288 
statutory trust shall submit to the Secretary of the State a signed copy of 289 
an application for registration as a foreign statutory trust executed by a 290 
person with authority to do so under the laws of the state or other 291 
jurisdiction of its formation. The application shall set forth: (1) The name 292 
of the foreign statutory trust and, if different, the name under which it 293 
proposes to transact business in this state; (2) the state or other 294 
jurisdiction where formed, and date of its organization; (3) the name and 295 
address of the agent in this state for service of process on the foreign 296 
statutory trust required to be maintained by section 34-532 and an 297 
acceptance of such appointment signed by the agent appointed if other 298  Substitute Bill No. 428 
 
 
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than the Secretary of the State; (4) the address of the office required to 299 
be maintained in the state or other jurisdiction of its organization by the 300 
laws of that state or jurisdiction or, if not so required, of the principal 301 
office of the foreign statutory trust; (5) a representation that the foreign 302 
statutory trust is a "foreign statutory trust" as defined in section 34-501; 303 
[and] (6) the character of the business which the statutory trust intends 304 
to transact in this state; (7) the valid electronic mail address of the 305 
foreign statutory trust; and (8) the foreign statutory trust's North 306 
American Industry Classification System Code. 307 
Sec. 17. Section 33-953 of the general statutes is repealed and the 308 
following is substituted in lieu thereof (Effective January 1, 2025): 309 
(a) Each domestic corporation, except banks, trust companies, 310 
insurance or surety companies, savings and loan associations and public 311 
service companies, as defined in section 16-1, and each foreign 312 
corporation authorized to transact business in this state, shall file an 313 
annual report with the Secretary of the State as prescribed in this section. 314 
(b) The first annual report of a domestic corporation formed prior to 315 
January 1, 2020, shall be filed not later than two years after the date on 316 
which the corporation filed its certificate of incorporation. The first 317 
annual report of a corporation formed on or after January 1, 2020, shall 318 
be filed not later than ninety days after the date on which such 319 
corporation filed its certificate of incorporation. Subsequent annual 320 
reports of a domestic corporation and annual reports of each foreign 321 
corporation authorized to transact business in this state shall be filed by 322 
electronic transmission on the anniversary date of the filing of the first 323 
annual report. Upon request of a corporation, the Secretary of the State 324 
may grant an exemption from the requirement to file an annual report 325 
by electronic transmission if the corporation does not have the capability 326 
to file by electronic transmission or make payment in an authorized 327 
manner by electronic means or if other good cause is shown. 328 
(c) Each annual report shall set forth: (1) The name of the corporation; 329 
(2) the principal office of the corporation or, in the case of a foreign 330  Substitute Bill No. 428 
 
 
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corporation (A) the address of the principal office of the foreign 331 
corporation in the state under the laws of which it is incorporated, (B) 332 
the address of the executive offices of the foreign corporation, and (C) 333 
the address of the principal office of the foreign corporation in this state, 334 
if any; (3) the valid electronic mail address [, if any,] of the corporation; 335 
(4) the name and address of the registered agent; (5) the names and 336 
respective business and residence addresses of the directors and officers 337 
of the corporation, except that if good cause is shown, the Secretary of 338 
the State may accept business addresses in lieu of business and 339 
residence addresses of the directors and officers of the corporation; and 340 
(6) [such additional information, including the North American 341 
Industry Classification System Code, that the Secretary deems pertinent 342 
for determining the principal purpose of the corporation] the 343 
corporation's or foreign corporation's North American Industry 344 
Classification System Code. For the purposes of this subsection, a 345 
showing of good cause shall include, but not be limited to, a showing 346 
that public disclosure of the residence addresses of the corporation's 347 
directors and officers may expose the personal security of such directors 348 
and officers to significant risk. 349 
(d) Each annual report shall be accompanied by the required filing 350 
fee. The report shall be executed as set forth in section 33-608. The 351 
Secretary of the State shall deliver to each domestic corporation at its 352 
principal office or electronic mail address, as shown by the Secretary's 353 
records, and to each foreign corporation authorized to transact business 354 
in this state at its executive offices or electronic mail address, as last 355 
shown by the Secretary's records, notice that the annual report is due, 356 
but failure to receive such notice shall not relieve a corporation of the 357 
requirement of filing the report as provided in this section. 358 
(e) If any information required in the annual report, except for the 359 
corporation's name, changes after the corporation has filed its most 360 
current annual report and not later than thirty days preceding the 361 
month during which the corporation's next annual report becomes due, 362 
the corporation shall file with the Secretary of the State an amended 363 
annual report, which shall meet the requirements set forth in subsection 364  Substitute Bill No. 428 
 
 
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(c) of this section. The filing fee for an amended annual report is twenty-365 
five dollars. 366 
Sec. 18. Section 33-1243 of the general statutes is repealed and the 367 
following is substituted in lieu thereof (Effective January 1, 2025): 368 
(a) Each domestic corporation, except banks, trust companies, 369 
insurance or surety companies, savings and loan associations, credit 370 
unions, public service companies, as defined in section 16-1, cemetery 371 
associations and incorporated church or religious corporations, and 372 
each foreign corporation authorized to conduct affairs in this state, and 373 
except corporations formed before January 1, 1961, which under the law 374 
in effect on December 31, 1960, were not required to file an annual 375 
report, shall file an annual report with the Secretary of the State as 376 
prescribed in this section. 377 
(b) The first annual report of a domestic corporation formed prior to 378 
January 1, 2020, shall be filed not later than two years after the date on 379 
which the corporation filed its certificate of incorporation. The first 380 
annual report of a corporation formed on or after January 1, 2020, shall 381 
be filed not later than ninety days after the date on which such 382 
corporation filed its certificate of incorporation. Subsequent annual 383 
reports of a domestic corporation and annual reports of each foreign 384 
corporation authorized to conduct affairs in this state shall be filed by 385 
electronic transmission on the anniversary date of the filing of the first 386 
annual report. Upon request of a corporation, the Secretary of the State 387 
may grant an exemption from the requirement to file an annual report 388 
by electronic transmission if the corporation does not have the capability 389 
to file by electronic transmission or make payment in an authorized 390 
manner by electronic means or if other good cause is shown. 391 
(c) Each annual report shall set forth: (1) The name of the corporation 392 
and, in the case of a foreign corporation, the state under the laws of 393 
which it is incorporated; (2) the principal office of the corporation or, in 394 
the case of a foreign corporation (A) the address of the principal office 395 
of the foreign corporation in the state under the laws of which it is 396  Substitute Bill No. 428 
 
 
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incorporated, (B) the address of the executive offices of the foreign 397 
corporation, and (C) the address of the principal office of the foreign 398 
corporation in this state, if any; (3) the valid electronic mail address [, if 399 
any,] of the corporation; (4) the name and address of the registered 400 
agent; (5) the names and respective business and residence addresses of 401 
the directors and officers of the corporation, except that if good cause is 402 
shown, the Secretary of the State may accept business addresses in lieu 403 
of business and residence addresses of the directors and officers of the 404 
corporation; and (6) [such additional information, including the North 405 
American Industry Classification System Code, that the Secretary 406 
deems pertinent for determining the principal purpose of the 407 
corporation] the corporation's or foreign corporation's North American 408 
Industry Classification System Code. For the purposes of this 409 
subsection, a showing of good cause shall include, but not be limited to, 410 
a showing that public disclosure of the residence addresses of the 411 
corporation's directors and officers may expose the personal security of 412 
such directors and officers to significant risk. 413 
(d) Each annual report shall be accompanied by the required filing 414 
fee. The report shall be executed as set forth in section 33-1004. The 415 
Secretary of the State shall deliver to each domestic corporation at its 416 
principal office or electronic mail address, as shown by the Secretary's 417 
records, and to each foreign corporation authorized to conduct affairs in 418 
this state at its executive offices or electronic mail address, as last shown 419 
by the Secretary's records, notice that the annual report is due, but 420 
failure to receive such notice shall not relieve a corporation of the 421 
requirement of filing the report as provided in this section. 422 
(e) If any information required in the annual report, except for the 423 
corporation's name, changes after the corporation has filed its most 424 
current annual report and not later than thirty days preceding the 425 
month during which the corporation's next annual report becomes due, 426 
the corporation shall file with the Secretary of the State an amended 427 
annual report, which shall meet the requirements set forth in subsection 428 
(c) of this section. The filing fee for an amended annual report is twenty-429 
five dollars. 430  Substitute Bill No. 428 
 
 
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Sec. 19. Section 34-247k of the general statutes is repealed and the 431 
following is substituted in lieu thereof (Effective January 1, 2025): 432 
(a) A limited liability company or a registered foreign limited liability 433 
company shall deliver to the Secretary of the State by electronic 434 
transmission an annual report that states: 435 
(1) The name of the company; 436 
(2) The street address and mailing address of its principal office; 437 
(3) The name, business address and residence address of at least one 438 
member or manager, except that, if good cause is shown, the Secretary 439 
of the State may accept a business address in lieu of business and 440 
residence addresses of such manager or member. For purposes of this 441 
subdivision, a showing of good cause shall include, but not be limited 442 
to, a showing that public disclosure of the residence address of the 443 
manager or member of the limited liability company may expose the 444 
personal security of such manager or member to significant risk; 445 
(4) The name and address of the registered agent; 446 
(5) [An] A valid electronic mail address where the Secretary of the 447 
State can communicate with the company or its filing agent; [, if the 448 
company or its filing agent maintains an electronic mail address;] 449 
(6) In the case of a foreign limited liability company, any alternate 450 
name adopted under section 34-275e, its governing jurisdiction and if 451 
the law of the governing jurisdiction requires the company to maintain 452 
an office in that jurisdiction, the street and mailing addresses of the 453 
required office; and 454 
(7) [Such additional information, including the] The limited liability 455 
company's or registered foreign limited liability company's North 456 
American Industry Classification System Code. [, that the Secretary 457 
deems pertinent for determining the principal purpose of the limited 458 
liability company.] 459  Substitute Bill No. 428 
 
 
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(b) Information in the annual report must be current as of the date the 460 
report is signed by the limited liability company or registered foreign 461 
limited liability company. 462 
(c) The first annual report must be filed with the Secretary of the State 463 
after January first and before April first of the year following the 464 
calendar year in which the limited liability company was formed or the 465 
registered foreign limited liability company registered to do business in 466 
this state. Subsequent annual reports must be filed with the Secretary of 467 
the State after January first and before April first of each calendar year 468 
thereafter. 469 
(d) If an annual report does not contain the information required by 470 
this section, the Secretary of the State promptly shall notify the reporting 471 
limited liability company or registered foreign limited liability company 472 
and return the report for correction. 473 
(e) Upon the request of a limited liability company or a registered 474 
foreign limited liability company, the Secretary of the State may grant 475 
an exemption from the requirement to file an annual report by electronic 476 
transmission if the limited liability company or the registered foreign 477 
limited liability company does not have the capability to file by 478 
electronic transmission or make payment in an authorized manner by 479 
electronic means or if other good cause is shown. For purposes of this 480 
section, electronic transmission shall be limited to online filing utilizing 481 
the Internet or any newer mode of computer-aided, automated filing 482 
designated by the Secretary of the State for annual report filing. 483 
(f) If the manager or member named in a limited liability company's 484 
or a registered foreign limited liability company's most current annual 485 
report pursuant to subsection (c) of this section is replaced for such 486 
purpose by another manager or member after the limited liability 487 
company has filed such annual report, but not later than thirty days 488 
preceding the month during which the limited liability company's next 489 
annual report becomes due, the limited liability company shall file with 490 
the Secretary of the State an interim notice of change of manager or 491  Substitute Bill No. 428 
 
 
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member that sets forth: (1) The name of the limited liability company; 492 
and (2) the name, title, business address and residence address of the 493 
new manager or member and the name and title of the former manager 494 
or member, except that if good cause is shown, the Secretary of the State 495 
may accept a business address in lieu of the business and residence 496 
addresses of the new manager or member. Any such change of manager 497 
or member that occurs within the thirty-day period preceding the 498 
month during which the limited liability company's next annual report 499 
becomes due shall be reflected in such next annual report. 500 
(g) If any information required in the annual report, except for the 501 
limited liability company's name, changes after the limited liability 502 
company has filed its most current annual report and not later than 503 
thirty days preceding the month during which the limited liability 504 
company's next annual report becomes due, the limited liability 505 
company shall file with the Secretary of the State an amended annual 506 
report, which shall meet the requirements set forth in subsection (a) of 507 
this section. The filing fee for an amended annual report is twenty-five 508 
dollars. 509 
Sec. 20. Section 34-420 of the general statutes is repealed and the 510 
following is substituted in lieu thereof (Effective January 1, 2025): 511 
(a) Each registered limited liability partnership shall file an annual 512 
report by electronic transmission with the Secretary of the State, which 513 
report shall be due upon the anniversary of the filing of a certificate of 514 
limited liability partnership pursuant to section 34-419, as amended by 515 
this act. Upon request of a registered limited liability partnership, the 516 
Secretary of the State may grant an exemption from the requirement to 517 
file an annual report by electronic transmission if the registered limited 518 
liability partnership does not have the capability to file by electronic 519 
transmission or make payment in an authorized manner by electronic 520 
means or if other good cause is shown. 521 
(b) Each annual report shall set forth: (1) The name of the registered 522 
limited liability partnership; (2) the registered limited liability 523  Substitute Bill No. 428 
 
 
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partnership's current principal office address; (3) the valid electronic 524 
mail address [, if any,] of the registered limited liability partnership; (4) 525 
the name and address of the registered agent; and (5) [such additional 526 
information, including the North American Industry Classification 527 
System Code, that the Secretary deems pertinent for determining the 528 
principal purpose of the limited liability partnership] the registered 529 
limited liability partnership's North American Industry Classification 530 
System Code. 531 
(c) Each annual report shall be executed in accordance with section 532 
34-410 and be accompanied by the filing fee established in section 34-533 
413. The Secretary of the State shall deliver to each registered limited 534 
liability partnership at its principal office or electronic mail address, as 535 
shown on the Secretary's records, notice that the annual report is due, 536 
but failure to receive such notice shall not relieve a registered limited 537 
liability partnership of the requirement of filing the report as provided 538 
in this section. 539 
(d) If any information required in the annual report, except for the 540 
registered limited liability partnership's name, changes after the 541 
registered limited liability partnership has filed its most current annual 542 
report and not later than thirty days preceding the month during which 543 
the registered limited liability partnership's next annual report becomes 544 
due, the registered limited liability partnership shall file with the 545 
Secretary of the State an amended annual report, which shall meet the 546 
requirements set forth in subsection (b) of this section. The filing fee for 547 
an amended annual report is twenty-five dollars. 548 
Sec. 21. Section 34-431 of the general statutes is repealed and the 549 
following is substituted in lieu thereof (Effective January 1, 2025): 550 
(a) A foreign registered limited liability partnership authorized to 551 
transact business in this state shall file an annual report by electronic 552 
transmission with the office of the Secretary of the State which report 553 
shall be due upon the anniversary of such foreign registered limited 554 
liability partnership's certificate of authority pursuant to section 34-429, 555  Substitute Bill No. 428 
 
 
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as amended by this act. Upon request of a foreign registered limited 556 
liability partnership, the Secretary of the State may grant an exemption 557 
from the requirement to file an annual report by electronic transmission 558 
if the foreign registered limited liability partnership does not have the 559 
capability to file by electronic transmission or make payment in an 560 
authorized manner by electronic means or if other good cause is shown. 561 
(b) Each annual report shall set forth: (1) The name of the foreign 562 
registered limited liability partnership and, if different, the name under 563 
which such foreign registered limited liability partnership transacts 564 
business in this state; (2) the address of the office required to be 565 
maintained in the state or other jurisdiction of the foreign registered 566 
limited liability partnership's organization by the laws of that state or 567 
jurisdiction or, if not so required, the address of its principal office; (3) 568 
the valid electronic mail address [, if any,] of the foreign registered 569 
limited liability partnership; (4) the name and address of the statutory 570 
agent; and (5) [such additional information, including the North 571 
American Industry Classification System Code, that the Secretary 572 
deems pertinent for determining the principal purpose of the foreign 573 
registered limited liability partnership] the foreign registered limited 574 
liability partnership's North American Industry Classification System 575 
Code. 576 
(c) Each annual report shall be executed in accordance with section 577 
34-410, and be accompanied by the filing fee established in section 34-578 
413. The Secretary of the State shall deliver to each foreign registered 579 
limited liability partnership at its principal office or electronic mail 580 
address, as shown on the Secretary's records, notice that the annual 581 
report is due, but failure to receive such notice shall not relieve a foreign 582 
registered limited liability partnership of the requirement of filing the 583 
report as provided in this section. 584 
(d) If any information required in the annual report, except for the 585 
foreign registered limited liability partnership's name, changes after the 586 
foreign registered limited liability partnership has filed its most current 587 
annual report and not later than thirty days preceding the month during 588  Substitute Bill No. 428 
 
 
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which the limited liability partnership's next annual report becomes 589 
due, the foreign registered limited liability partnership shall file with 590 
the Secretary of the State an amended annual report, which shall meet 591 
the requirements set forth in subsection (b) of this section. The filing fee 592 
for an amended annual report is twenty-five dollars. 593 
Sec. 22. Subsections (d) and (e) of section 3-99a of the general statutes 594 
are repealed and the following is substituted in lieu thereof (Effective 595 
January 1, 2025): 596 
(d) In the performance of their functions, the [Commercial Recording] 597 
Business Services Division and the [Records and Legislative Services] 598 
Legislation and Elections Administration Division of the office of the 599 
Secretary of the State may, in the discretion of the Secretary, provide 600 
expedited services. The Secretary shall provide for the establishment 601 
and administration of a system of payment for such expedited services 602 
and may include in such system prepaid deposit accounts. The Secretary 603 
shall charge, in addition to the filing fees provided for by law, the sum 604 
of fifty dollars for each expedited service provided. The filing fee and 605 
the expediting fee shall be paid by the person requesting the information 606 
and documents, in such manner as required by the Secretary. The 607 
Secretary may promulgate rules and regulations necessary to establish 608 
guidelines for the use of expedited services and shall establish fees, in 609 
addition to the expediting fee, for expedited electronic data processing 610 
services which cover the cost of such services. 611 
(e) (1) The Secretary of the State may accept the filing of documents 612 
[by telecopier or other electronic media] and data over the Internet and 613 
employ new technology, as it is developed, to aid in the performance of 614 
all duties required by the law. The Secretary of the State may establish 615 
rules, fee schedules and regulations, not inconsistent with the law, for 616 
filing documents [by telecopier or other electronic media, for the 617 
adoption, employment and use of new technology in the performance 618 
of the duties of the office and for providing electronic access and other 619 
related products or services that result from the employment of such 620 
new technology] with the Business Services Division. 621  Substitute Bill No. 428 
 
 
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(2) The Secretary may require the Internet submission of any filing to 622 
the Business Services Division under titles 33, 34 and 42a, provided the 623 
Secretary may permit paper filing of such documents and data if the 624 
Secretary determines that Internet submission is impracticable. 625 
Sec. 23. Subsection (a) of section 3-99d of the general statutes is 626 
repealed and the following is substituted in lieu thereof (Effective January 627 
1, 2025): 628 
(a) The [Commercial Recording] Business Services Division of the 629 
office of the Secretary of the State shall establish an electronic business 630 
portal as a single point of entry for business entities for purposes of 631 
business registration pursuant to title 33 or 34. Such portal shall provide 632 
explanatory information and electronic links provided by state agencies 633 
and quasi-public agencies, including, but not limited to, the Labor 634 
Department, the Workers' Compensation Commission, the 635 
Departments of Economic and Community Development, 636 
Administrative Services, Consumer Protection, Energy and 637 
Environmental Protection and Revenue Services, Connecticut 638 
Innovations, Incorporated, Connecticut Licensing Info Center, The 639 
United States Small Business Administration, the Connecticut Small 640 
Business Development Center, the Connecticut Economic Resource 641 
Center and the Connecticut Center for Advanced Technology, for the 642 
purposes of assisting such business entities in determining permitting 643 
and licensure requirements, identifying state revenue responsibilities 644 
and benefits, and finding available state financial incentives and 645 
programs related to such entities' businesses. The information provided 646 
for purposes of business registration with the office of the Secretary of 647 
the State may be made available to state agencies and quasi-public 648 
agencies for economic development, state revenue collection and 649 
statistical purposes as provided by law. 650 
Sec. 24. Section 33-890 of the general statutes is repealed and the 651 
following is substituted in lieu thereof (Effective January 1, 2025): 652 
(a) The Secretary of the State may effect the administrative 653  Substitute Bill No. 428 
 
 
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dissolution of a corporation as provided in this section. 654 
(b) Whenever any corporation is more than one year in default of 655 
filing its annual report as required by section 33-953, as amended by this 656 
act, the Secretary of the State may notify such corporation by [first class] 657 
electronic mail addressed to such corporation [at its principal office] and 658 
sent to the corporation's electronic mail address as last shown on the 659 
Secretary's records that under the provisions of this section the 660 
corporation is to be administratively dissolved. Unless the corporation, 661 
within three months of the [mailing] sending of such notice, files such 662 
annual report, the Secretary of the State shall prepare and file in the 663 
Secretary's office a certificate of administrative dissolution stating that 664 
the delinquent corporation has been administratively dissolved by 665 
reason of its default. 666 
(c) Whenever it comes to the attention of the Secretary of the State 667 
that a corporation has failed to maintain a registered agent or that such 668 
registered agent cannot, with reasonable diligence, be found at the 669 
address shown in the records of his office, the Secretary of the State may 670 
notify such corporation by [registered or certified] electronic mail 671 
addressed [to such corporation at its principal office] and sent to such 672 
corporation at its electronic mail address as last shown on [his] the 673 
Secretary's records that under the provisions of this section the 674 
corporation is to be administratively dissolved. Unless the corporation 675 
within three months of the mailing of such notice files an appointment 676 
of registered agent, the Secretary of the State shall prepare and file in his 677 
office a certificate of administrative dissolution stating that the 678 
delinquent corporation has been administratively dissolved by reason 679 
of its default. 680 
(d) Dissolution shall be effective upon the filing by the Secretary of 681 
the State in his office of such certificate of administrative dissolution. 682 
(e) After filing the certificate of administrative dissolution, the 683 
Secretary of the State shall: (1) [Mail] Send a copy thereof to the 684 
delinquent corporation, addressed to such corporation at its [principal 685  Substitute Bill No. 428 
 
 
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office] electronic mail address as last shown on [his] the Secretary's 686 
records; and (2) cause notice of the filing of such certificate of 687 
administrative dissolution to be posted on the office of the Secretary of 688 
the State's Internet web site for a period of sixty days following the date 689 
on which the Secretary of the State files the certificate of administrative 690 
dissolution. 691 
Sec. 25. Section 33-1181 of the general statutes is repealed and the 692 
following is substituted in lieu thereof (Effective January 1, 2025): 693 
(a) The Secretary of the State may effect the administrative 694 
dissolution of a corporation as provided in this section. 695 
(b) Whenever any corporation is more than two years in default of 696 
filing its annual report as required by section 33-1243, as amended by 697 
this act, the Secretary of the State may notify such corporation by [first 698 
class] electronic mail addressed to such corporation [at its principal 699 
office] and sent to the corporation's electronic mail address as last 700 
shown on the Secretary's records that under the provisions of this 701 
section the corporation is to be administratively dissolved. Unless the 702 
corporation, within three months of the [mailing] sending of such 703 
notice, files such annual report, the Secretary of the State shall prepare 704 
and file in the Secretary's office a certificate of administrative dissolution 705 
stating that the delinquent corporation has been administratively 706 
dissolved by reason of its default. 707 
(c) Whenever it comes to the attention of the Secretary of the State 708 
that a corporation has failed to maintain a registered agent or that such 709 
registered agent cannot, with reasonable diligence, be found at the 710 
address shown in the records of his office, the Secretary of the State may 711 
notify such corporation by [registered or certified] electronic mail 712 
addressed to such corporation [at its principal office] sent to such 713 
corporation at its electronic mail address as last shown on [his] the 714 
Secretary's records that under the provisions of this section the 715 
corporation is to be administratively dissolved. Unless the corporation 716 
within three months of the mailing of such notice files an appointment 717  Substitute Bill No. 428 
 
 
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of registered agent, the Secretary of the State shall prepare and file in his 718 
office a certificate of administrative dissolution stating that the 719 
delinquent corporation has been administratively dissolved by reason 720 
of its default. 721 
(d) Dissolution shall be effective upon the filing by the Secretary of 722 
the State in his office of such certificate of administrative dissolution. 723 
(e) After filing the certificate of administrative dissolution, the 724 
Secretary of the State shall: (1) [Mail] Send a copy thereof to the 725 
delinquent corporation, addressed to such corporation at its [principal 726 
office] electronic mail address as last shown on [his] the Secretary's 727 
records, and (2) cause notice of the filing of such certificate of 728 
administrative dissolution to be posted on the office of the Secretary of 729 
the State's Internet web site for a period of sixty days following the date 730 
on which the Secretary of the State files the certificate of administrative 731 
dissolution. 732 
Sec. 26. Section 34-32b of the general statutes is repealed and the 733 
following is substituted in lieu thereof (Effective January 1, 2025): 734 
(a) The Secretary of the State may effect the cancellation of a limited 735 
partnership by forfeiture as provided in this section. 736 
(b) Whenever any limited partnership is more than one year in 737 
default of filing its annual report as required by section 34-13e, as 738 
amended by this act, the Secretary of the State may notify such limited 739 
partnership by [first class] electronic mail addressed and sent to such 740 
limited partnership at its electronic mail address as last shown on the 741 
Secretary's records that under the provisions of this section the limited 742 
partnership's rights and powers are prima facie forfeited. Unless the 743 
limited partnership, within three months of the [mailing] sending of 744 
such notice, files such annual report, the Secretary of the State shall 745 
prepare and file in the Secretary's office a certificate of cancellation by 746 
forfeiture stating that the delinquent limited partnership's certificate has 747 
been cancelled by forfeiture by reason of its default. 748  Substitute Bill No. 428 
 
 
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(c) Whenever it comes to the attention of the Secretary of the State 749 
that a limited partnership has failed to maintain a statutory agent for 750 
service, the Secretary of the State may notify such limited partnership 751 
by [registered or certified] electronic mail addressed and sent to such 752 
limited partnership at its electronic mail address as last shown on [his] 753 
the Secretary's records that under the provisions of this section the 754 
limited partnership's rights and powers are prima facie forfeited. Unless 755 
the limited partnership within three months of the [mailing] sending of 756 
such notice files an appointment of statutory agent for service, the 757 
Secretary of the State shall prepare and file in his office a certificate of 758 
cancellation by forfeiture stating that the delinquent limited 759 
partnership's certificate has been cancelled by forfeiture by reason of its 760 
default. 761 
(d) Cancellation shall be effective upon the filing by the Secretary of 762 
the State in his office of such certificate of cancellation by forfeiture. 763 
(e) After filing the certificate of cancellation by forfeiture, the 764 
Secretary of the State shall: (1) [Mail a certified] Send a copy thereof to 765 
the delinquent limited partnership at its electronic mail address as last 766 
shown on [his] the Secretary's records; and (2) cause notice of the filing 767 
of such certificate of cancellation by forfeiture to be posted on the office 768 
of the Secretary of the State's Internet web site for a period of sixty days 769 
following the date on which the Secretary of the State files the certificate 770 
of cancellation by forfeiture. 771 
Sec. 27. Section 34-267g of the general statutes is repealed and the 772 
following is substituted in lieu thereof (Effective January 1, 2025): 773 
(a) The Secretary of the State may effect the dissolution of a limited 774 
liability company by forfeiture as provided in this section. 775 
(b) Whenever it comes to the attention of the Secretary of the State 776 
that a limited liability company is more than one year in default of filing 777 
its annual report as required by section 34-247k, as amended by this act, 778 
the Secretary of the State may notify such limited liability company by 779 
[first class] electronic mail addressed to such limited liability company 780  Substitute Bill No. 428 
 
 
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[at its principal office] and sent to the limited liability company's 781 
electronic mail address as last shown on the Secretary's records that, 782 
under the provisions of this section, the limited liability company's 783 
rights and powers are prima facie forfeited. Unless the limited liability 784 
company, within three months of the [mailing] sending of such notice, 785 
files such annual report, the Secretary of the State shall prepare and file 786 
in the Secretary's office a certificate of dissolution by forfeiture stating 787 
that the delinquent limited liability company has been dissolved by 788 
forfeiture by reason of its default. 789 
(c) Whenever it comes to the attention of the Secretary of the State 790 
that a delinquent limited liability company has failed to maintain a 791 
registered agent for service, the Secretary of the State may notify such 792 
limited liability company by [registered or certified] electronic mail 793 
addressed to such limited liability company [at its principal office] and 794 
sent to the limited liability company's electronic mail address as last 795 
shown on [his] the Secretary's records that, under the provisions of this 796 
section, the limited liability company's rights and powers are prima 797 
facie forfeited. Unless the limited liability company, within three 798 
months of the [mailing] sending of such notice, files an appointment of 799 
a registered agent for service, the Secretary of the State shall prepare and 800 
file in his office a certificate of dissolution by forfeiture stating that the 801 
delinquent limited liability company has been dissolved by forfeiture by 802 
reason of its default. 803 
(d) Dissolution shall be effective upon the filing by the Secretary of 804 
the State of such certificate of dissolution by forfeiture. 805 
(e) After filing the certificate of dissolution by forfeiture, the Secretary 806 
of the State shall: (1) [Mail a certified] Send a copy thereof to the 807 
delinquent limited liability company addressed to such limited liability 808 
company [at its principal office] electronic mail address as last shown 809 
on [his] the Secretary's records; and (2) cause notice of the filing of such 810 
certificate of dissolution by forfeiture to be posted on the office of the 811 
Secretary of the State's Internet web site for a period of sixty days 812 
following the date on which the Secretary of the State files the certificate 813  Substitute Bill No. 428 
 
 
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of dissolution by forfeiture. 814 
(f) A limited liability company that is dissolved by forfeiture 815 
continues in existence as an entity but may not carry on any activities 816 
except as necessary to wind up its activities and affairs and liquidate its 817 
assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or 818 
to apply for reinstatement under section 34-267b. 819 
(g) The dissolution of a limited liability company by forfeiture does 820 
not terminate the authority of its registered agent. 821 
Sec. 28. Section 34-422 of the general statutes is repealed and the 822 
following is substituted in lieu thereof (Effective January 1, 2025): 823 
(a) The Secretary of the State may effect the revocation of a registered 824 
limited liability partnership's certificate of registered limited liability 825 
partnership as provided in this section. 826 
(b) Whenever any registered limited liability partnership is more than 827 
one year in default of filing its annual report, the Secretary of the State 828 
may notify such registered limited liability partnership by [first class] 829 
electronic mail addressed to such registered limited liability partnership 830 
[at its principal office] and sent to the limited liability partnership's 831 
electronic mail address as last shown in the records of said Secretary 832 
that under the provisions of this section the registered limited liability 833 
partnership's status as a registered limited liability partnership is to be 834 
revoked by reason of its default. Unless, within three months after the 835 
[mailing] sending of such notice, the registered limited liability 836 
partnership files a report made out and verified in all respects as the 837 
annual report of such registered limited liability partnership, the 838 
Secretary of the State shall prepare and file in the office of said Secretary 839 
a certificate of revocation by forfeiture stating that the status of the 840 
registered limited liability partnership as a registered limited liability 841 
partnership has been revoked by reason of its default. The status of a 842 
registered limited liability partnership, including the liability of 843 
partners for debts, obligations and liabilities of or chargeable to the 844 
partnership, is retained until expressly revoked by the Secretary of the 845  Substitute Bill No. 428 
 
 
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State. Revocation of the status of a registered limited liability 846 
partnership shall not affect the status of such partnership or the liability 847 
of the partners thereof with regard to events, acts or omissions occurring 848 
prior to the date of revocation. 849 
(c) Whenever it comes to the attention of the Secretary of the State 850 
that a registered limited liability partnership has failed to maintain a 851 
statutory agent for service, the Secretary of the State may notify such 852 
registered limited liability partnership by [registered or certified] 853 
electronic mail addressed to such registered limited liability partnership 854 
[at its principal office] and sent to such registered limited liability 855 
partnership's electronic mail address as last shown on [his] the 856 
Secretary's records that under the provisions of this section the 857 
registered limited liability partnership's rights and powers are in 858 
default. Unless the registered limited liability partnership within three 859 
months of the [mailing] sending of such notice files an appointment of 860 
statutory agent for service, the Secretary of the State shall prepare and 861 
file in his office a certificate of revocation by forfeiture stating that the 862 
status of the registered limited liability partnership as a registered 863 
limited liability partnership has been revoked by reason of its default. 864 
The status of a registered limited liability partnership, including the 865 
liability of partners for debts, obligations and liabilities of or chargeable 866 
to the partnership, is retained until expressly revoked by the Secretary 867 
of the State. Revocation of the status of a registered limited liability 868 
partnership shall not affect the status of said partnership or the liabilities 869 
of the partners thereof with regard to events, acts or omissions occurring 870 
prior to the date of revocation. 871 
(d) Revocation shall be effective upon the filing by the Secretary of 872 
the State in his office of such certificate of revocation. 873 
(e) After filing the certificate of revocation, the Secretary of the State 874 
shall: (1) [Mail] Send a certified copy thereof to the delinquent registered 875 
limited liability partnership addressed to such registered limited 876 
liability partnership at its [principal office] electronic mail address as 877 
last shown on [his] the Secretary's records; and (2) cause notice of the 878  Substitute Bill No. 428 
 
 
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filing of such certificate of revocation to be posted on the office of the 879 
Secretary of the State's Internet web site for a period of sixty days 880 
following the date on which the Secretary of the State files the certificate 881 
of revocation. 882 
Sec. 29. Section 33-936 of the general statutes is repealed and the 883 
following is substituted in lieu thereof (Effective January 1, 2025): 884 
(a) If the Secretary of the State determines that one or more grounds 885 
exist under section 33-935 for revocation of a certificate of authority, [he] 886 
the Secretary shall notify the foreign corporation by [registered or 887 
certified] electronic mail addressed to such foreign corporation [at its 888 
principal office] and sent to the electronic mail address as last shown on 889 
[his] the Secretary's records that under the provisions of this section the 890 
foreign corporation's certificate of authority is to be revoked. 891 
(b) If the foreign corporation does not correct each ground for 892 
revocation or demonstrate to the reasonable satisfaction of the Secretary 893 
of the State that each ground determined by the Secretary of the State 894 
does not exist, within ninety days after mailing of the notice, the 895 
Secretary of the State may revoke the foreign corporation's certificate of 896 
authority by signing a certificate of revocation that recites the ground or 897 
grounds for revocation and its effective date. The Secretary of the State 898 
shall file the original of the certificate and shall: (1) [Mail] Send a copy 899 
thereof to the delinquent corporation, addressed to such [corporation at 900 
its principal office] corporation's electronic mail address as last shown 901 
on [his] the Secretary's records; and (2) cause notice of the filing to be 902 
posted on the office of the Secretary of the State's Internet web site for a 903 
period of sixty days following the date on which the Secretary of the 904 
State files the certificate of revocation. 905 
(c) The authority of a foreign corporation to transact business in this 906 
state ceases on the date shown on the certificate revoking its certificate 907 
of authority. 908 
(d) The Secretary of the State's revocation of a foreign corporation's 909 
certificate of authority appoints the Secretary of the State the foreign 910  Substitute Bill No. 428 
 
 
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corporation's agent for service of process in any proceeding based on a 911 
cause of action which arose during the time the foreign corporation was 912 
authorized to transact business in this state. Service of process on the 913 
Secretary of the State as provided in section 33-929 is service on the 914 
foreign corporation. 915 
(e) Revocation of a foreign corporation's certificate of authority does 916 
not terminate the authority of the registered agent of the corporation. 917 
Sec. 30. Section 33-1226 of the general statutes is repealed and the 918 
following is substituted in lieu thereof (Effective January 1, 2025): 919 
(a) If the Secretary of the State determines that one or more grounds 920 
exist under section 33-1225 for revocation of a certificate of authority, 921 
[he] the Secretary shall notify such foreign corporation by [registered or 922 
certified] electronic mail addressed to such foreign corporation at [its 923 
principal office] such corporation's electronic mail address as last shown 924 
on [his] the Secretary's records that under the provisions of this section 925 
the foreign corporation's certificate of authority is to be revoked. 926 
(b) If the foreign corporation does not correct each ground for 927 
revocation or demonstrate to the reasonable satisfaction of the Secretary 928 
of the State that each ground determined by the Secretary of the State 929 
does not exist, within ninety days after [mailing] sending of the notice, 930 
the Secretary of the State may revoke the foreign corporation's certificate 931 
of authority by signing a certificate of revocation that recites the ground 932 
or grounds for revocation and its effective date. The Secretary of the 933 
State shall file the original of the certificate and shall: (1) [Mail] Send a 934 
copy thereof to the delinquent foreign corporation, addressed to such 935 
foreign corporation at [its principal office] such corporation's electronic 936 
mail address as last shown on [his] the Secretary's records; and (2) cause 937 
notice of the filing to be posted on the office of the Secretary of the State's 938 
Internet web site for a period of sixty days following the date on which 939 
the Secretary of the State files the certificate of revocation. 940 
(c) The authority of a foreign corporation to conduct affairs in this 941 
state ceases on the date shown on the certificate revoking its certificate 942  Substitute Bill No. 428 
 
 
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of authority. 943 
(d) The Secretary of the State's revocation of a foreign corporation's 944 
certificate of authority appoints the Secretary of the State the foreign 945 
corporation's agent for service of process in any proceeding based on a 946 
cause of action which arose during the time the foreign corporation was 947 
authorized to conduct affairs in this state. Service of process on the 948 
Secretary of the State as provided in section 33-1219 is service on the 949 
foreign corporation. 950 
(e) Revocation of a foreign corporation's certificate of authority does 951 
not terminate the authority of the registered agent of the corporation. 952 
Sec. 31. Section 34-38u of the general statutes is repealed and the 953 
following is substituted in lieu thereof (Effective January 1, 2025): 954 
(a) The certificate of registration of a foreign limited partnership to 955 
transact business in this state may be revoked by the Secretary of the 956 
State upon the conditions provided in this section when: (1) The foreign 957 
limited partnership has failed to file its annual report with the Secretary 958 
of the State; (2) any wilful misrepresentation has been made of any 959 
material matter in any application, report, affidavit or other document, 960 
submitted by such foreign limited partnership pursuant to this chapter; 961 
(3) the foreign limited partnership is exceeding the authority conferred 962 
upon it by this chapter; or (4) the foreign limited partnership is without 963 
an agent upon whom process may be served in this state for sixty days 964 
or more. 965 
(b) On the happening of the events set out in subdivision (1), (2), (3) 966 
or (4) of subsection (a) of this section, the Secretary of the State shall give 967 
not less than twenty days' written notice to the foreign limited 968 
partnership that he intends to revoke the certificate of registration of 969 
such foreign limited partnership for one of said causes, specifying the 970 
same. Such notice shall be given by [registered or certified] electronic 971 
mail addressed and sent to the foreign limited partnership at its 972 
electronic mail address as last shown on the records of the Secretary of 973 
the State. If, before expiration of the time set forth in such notice, the 974  Substitute Bill No. 428 
 
 
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foreign limited partnership establishes to the satisfaction of the 975 
Secretary of the State that the stated cause for the revocation of its 976 
certificate of registration did not exist at the time the notice was mailed 977 
or, if it did exist at said time, has been cured, the Secretary of the State 978 
shall take no further action. Otherwise, on the expiration of the time 979 
stated in the notice, [he] the Secretary shall revoke the certificate of 980 
registration of such foreign limited partnership to transact business in 981 
this state. 982 
(c) Upon revoking the certificate of registration of any foreign limited 983 
partnership, the Secretary of the State shall file a certificate of revocation 984 
in his office and shall: (1) [Mail] Send a copy thereof to such foreign 985 
limited partnership at its electronic mail address as last shown on [his] 986 
the Secretary's records; and (2) cause notice of the filing of such 987 
certificate of revocation to be posted on the office of the Secretary of the 988 
State's Internet web site for a period of sixty days following the date on 989 
which the Secretary of the State files the certificate of revocation. The 990 
filing of such certificate of revocation shall cause the authority of a 991 
foreign limited partnership to transact business in this state to cease. 992 
Notwithstanding the filing of the certificate of revocation, the 993 
appointment by a foreign limited partnership of an attorney upon 994 
whom process may be served shall continue in force as long as any 995 
liability remains outstanding against the foreign limited partnership in 996 
this state. 997 
Sec. 32. Section 34-275g of the general statutes is repealed and the 998 
following is substituted in lieu thereof (Effective January 1, 2025): 999 
(a) The foreign registration certificate of a foreign limited liability 1000 
company to transact business in this state may be revoked by the 1001 
Secretary of the State upon the conditions provided in this section when: 1002 
(1) The foreign limited liability company has failed to file its annual 1003 
report with the Secretary of the State; (2) a wilful misrepresentation has 1004 
been made of any material matter in any application, report, affidavit or 1005 
other document, submitted by such foreign limited liability company 1006 
pursuant to sections 34-275 to 34-275i, inclusive; (3) the foreign limited 1007  Substitute Bill No. 428 
 
 
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liability company is exceeding the authority conferred upon it by said 1008 
sections; or (4) the foreign limited liability company is without an agent 1009 
upon whom process may be served in this state for sixty days or more. 1010 
(b) On the happening of an event set forth in subdivision (1), (2), (3) 1011 
or (4) of subsection (a) of this section, the Secretary of the State shall give 1012 
not less than twenty days' written notice to the foreign limited liability 1013 
company that the Secretary intends to revoke the foreign registration 1014 
certificate of such foreign limited liability company for one of said 1015 
causes, specifying the same. Such notice shall be given by [registered or 1016 
certified mail] electronic mail addressed to the foreign limited liability 1017 
company at its electronic mail address as last shown on the records of 1018 
the Secretary of the State. If, before expiration of the time set forth in the 1019 
notice, the foreign limited liability company establishes to the 1020 
satisfaction of the Secretary of the State that the stated cause for the 1021 
revocation of its foreign registration certificate did not exist at the time 1022 
the notice was mailed or, if it did exist at said time, has been cured, the 1023 
Secretary of the State shall take no further action. Otherwise, on the 1024 
expiration of the time set forth in the notice, the Secretary shall revoke 1025 
the foreign registration certificate of such foreign limited liability 1026 
company to transact business in this state. 1027 
(c) Upon revoking the foreign registration certificate of any foreign 1028 
limited liability company, the Secretary of the State shall file a certificate 1029 
of revocation in his office and shall: (1) [Mail] Send a copy thereof to 1030 
such foreign limited liability company at its electronic mail address as 1031 
last shown on the Secretary's records; and (2) cause notice of the filing 1032 
of such certificate of revocation to be posted on the office of the Secretary 1033 
of the State's Internet web site for a period of sixty days following the 1034 
date on which the Secretary of the State files the certificate of revocation. 1035 
The filing of such certificate of revocation shall cause the authority of a 1036 
foreign limited liability company to transact business in this state to 1037 
cease. Notwithstanding the filing of the certificate of revocation, the 1038 
appointment by a foreign limited liability company of a registered agent 1039 
upon whom process may be served shall continue in force as long as any 1040 
liability remains outstanding against the foreign limited liability 1041  Substitute Bill No. 428 
 
 
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company in this state. 1042 
Sec. 33. Section 34-433 of the general statutes is repealed and the 1043 
following is substituted in lieu thereof (Effective January 1, 2025): 1044 
(a) The certificate of authority of a foreign registered limited liability 1045 
partnership to transact business in this state may be revoked by the 1046 
Secretary of the State upon the conditions provided in this section when: 1047 
(1) The foreign registered limited liability partnership has failed to file 1048 
its annual report with the Secretary of the State; or (2) a wilful 1049 
misrepresentation has been made of any material matter in any 1050 
application, report, affidavit or other document, submitted by such 1051 
foreign registered limited liability partnership pursuant to sections 34-1052 
300 to 34-434, inclusive. 1053 
(b) (1) Upon the happening of the events set out in subdivision (1) of 1054 
subsection (a) of this section, the Secretary of the State may revoke the 1055 
certificate of authority of such foreign registered limited liability 1056 
partnership to transact business in this state. (2) Upon determining to 1057 
revoke the certificate of authority of a foreign registered limited liability 1058 
partnership the Secretary of the State shall give not less than thirty days' 1059 
written notice to the foreign registered limited liability partnership that 1060 
said Secretary intends to revoke the certificate of authority of such 1061 
foreign registered limited liability partnership for one of said causes, 1062 
specifying the same. Such notice shall be given by [first class] electronic 1063 
mail addressed to the foreign registered limited liability partnership at 1064 
its electronic mail address as last shown on the records of the Secretary 1065 
of the State. If, before expiration of the time set forth in the notice, the 1066 
foreign registered limited liability partnership establishes to the 1067 
satisfaction of the Secretary of the State that the stated cause for the 1068 
revocation of its certificate of authority did not exist at the time the 1069 
notice was mailed or, if it did exist at such time, has been cured, the 1070 
Secretary of the State shall take no further action. Otherwise, on the 1071 
expiration of the time stated in the notice, said Secretary shall revoke the 1072 
certificate of authority of such foreign registered limited liability 1073 
partnership to transact business in this state. 1074  Substitute Bill No. 428 
 
 
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(c) Upon revoking the certificate of authority of any foreign registered 1075 
limited liability partnership, the Secretary of the State shall file a 1076 
certificate of revocation in his office and shall: (1) [Mail] Send a copy 1077 
thereof to such foreign registered limited liability partnership at its 1078 
address as last shown on said Secretary's records; and (2) cause notice 1079 
of the filing of such certificate of revocation to be posted on the office of 1080 
the Secretary of the State's Internet web site for a period of sixty days 1081 
following the date on which the Secretary of the State files the certificate 1082 
of revocation. The filing of such certificate shall cause the authority of a 1083 
foreign registered limited liability partnership to transact business in 1084 
this state to cease. Notwithstanding the filing of the certificate of 1085 
revocation, the appointment by a foreign registered limited liability 1086 
partnership of an attorney upon whom process may be served shall 1087 
continue in force as long as any liability remains outstanding against the 1088 
partnership in this state. 1089 
(d) The authority to transact business in this state is retained until 1090 
expressly revoked by the Secretary of the State. Revocation of the 1091 
authority of a foreign registered limited liability partnership to transact 1092 
business in this state shall not affect the status of said partnership in this 1093 
state under subsection (4) of section 34-400, or the validity of the acts of 1094 
said partnership occurring prior to the effective date of revocation. 1095 
Sec. 34. (NEW) (Effective January 1, 2025) (a) No person shall transact 1096 
business in this state under any assumed or fictitious name, or under 1097 
any designation, name or style, corporate or otherwise, other than the 1098 
real name or names of the person or persons transacting such business, 1099 
unless a trade name certificate has been issued in accordance with this 1100 
section or section 35 of this act. 1101 
(b) An application for a trade name certificate shall be filed on a form 1102 
prescribed by the Secretary of the State in the office of the town clerk in 1103 
the town in which such business is, or will be, principally transacted. 1104 
(1) An application filed by a natural person or a group of natural 1105 
persons shall provide: (A) The name under which such business is, or 1106  Substitute Bill No. 428 
 
 
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will be, transacted, (B) the physical address of the business located in 1107 
the town of filing, (C) the valid electronic mail address of the business, 1108 
and (D) the full name, physical address and valid electronic mail 1109 
address of each person transacting such business. 1110 
(2) For the purposes of this section, "business organization" means 1111 
any corporation, limited partnership, limited liability partnership or 1112 
limited liability company on record with the Secretary of the State. An 1113 
application filed by a business organization shall provide: (A) The name 1114 
under which such business is, or will be, transacted, (B) the business 1115 
identification number for the business organization provided by the 1116 
Secretary of the State, (C) the name of the corporation, limited 1117 
partnership, limited liability partnership or limited liability company on 1118 
file with the Secretary of the State, (D) the principal business address of 1119 
the business organization on file with the Secretary of the State, and (E) 1120 
the electronic mail address of the business organization. 1121 
(c) An application for a trade name certificate shall be executed by 1122 
each natural person filing such application or, in the case of a business 1123 
organization, by an authorized officer of such business organization and 1124 
acknowledged before an authority qualified to administer oaths. The 1125 
filing fee for the trade name application shall be in accordance with 1126 
section 7-34a of the general statutes, as amended by this act. 1127 
(d) A town clerk shall issue a trade name certificate upon acceptance 1128 
of a trade name application filed in accordance with this section or 1129 
section 35 of this act. Such certificate shall be valid for a period of five 1130 
years from the date of issuance. 1131 
(e) All trade name certificates issued prior to January 1, 2025, shall 1132 
expire on December 31, 2029, unless renewed in accordance with this 1133 
act. A trade name in existence prior to January 1, 2025, may be renewed 1134 
at any time during such five-year period and the renewed trade name 1135 
shall be valid for five years from the date such renewal is accepted by 1136 
the town clerk. 1137 
Sec. 35. (NEW) (Effective January 1, 2025) (a) A trade name certificate 1138  Substitute Bill No. 428 
 
 
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may be renewed not earlier than six months prior to the expiration date 1139 
of such certificate and not later than the expiration date of such 1140 
certificate. An application for renewal shall be on a form prescribed by 1141 
the Secretary of the State and provide the information required by 1142 
section 34 of this act. Upon acceptance of an application for renewal, the 1143 
town clerk shall issue a new trade name certificate, which shall be valid 1144 
for five years from the expiration date of the previous certificate. The 1145 
filing fee for a trade name renewal shall be in accordance with section 7-1146 
34a of the general statutes, as amended by this act. 1147 
(b) Any information contained on an original application for a trade 1148 
name certificate or a renewal application may be amended by the filer 1149 
at any time prior to the expiration of the trade name certificate and the 1150 
fee for such amendment shall be in accordance with section 7-34a of the 1151 
general statutes, as amended by this act. 1152 
(c) A trade name certificate may be cancelled by the filer prior to the 1153 
expiration date of the trade name certificate upon filing a cancellation of 1154 
the trade name certificate with the town clerk of the town where the 1155 
original application was filed, and the fee for such cancellation shall be 1156 
in accordance with section 7-34a of the general statutes, as amended by 1157 
this act. 1158 
Sec. 36. (NEW) (Effective January 1, 2025) (a) Each town clerk shall 1159 
keep an alphabetical index of the trade name certificates issued by such 1160 
town clerk and the natural persons, corporations, limited partnerships, 1161 
limited liability partnerships or limited liability companies filing such 1162 
trade name applications. 1163 
(b) The Secretary of the State shall create an electronic system for 1164 
town clerks to process applications for trade name certificates. Such 1165 
system shall provide for state-wide public searching of trade name 1166 
certificate information. Any town clerk utilizing such system shall be 1167 
deemed to have complied with the indexing requirements in subsection 1168 
(a) of this section. On and after January 1, 2026, the Secretary may 1169 
require town clerks to utilize the electronic system described in this 1170  Substitute Bill No. 428 
 
 
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section. 1171 
Sec. 37. (NEW) (Effective January 1, 2025) (a) A copy of any trade name 1172 
certificate, certified by the town clerk from whose office the same has 1173 
been issued, shall be presumptive evidence, in all courts in this state, of 1174 
the facts contained in such certificate. The provisions of sections 34 to 1175 
36, inclusive, of this act shall not prevent the lawful use of a partnership 1176 
name or designation, if such partnership name or designation includes 1177 
the true surname of at least one of the individuals composing such 1178 
partnership. 1179 
(b) A trade name certificate shall not be required for any domestic or 1180 
foreign limited partnership, limited liability partnership, limited 1181 
liability company, corporation or statutory trust registered with the 1182 
Secretary of the State pursuant to title 33 or 34 of the general statutes, as 1183 
applicable, provided such entity transacts business under the name 1184 
stated in its formation or registration document, as applicable, filed with 1185 
the Secretary of the State. 1186 
(c) Nothing in sections 34 to 38, inclusive, of this act shall require any 1187 
town clerk to determine that the trade name that is the subject of a trade 1188 
name certificate issued pursuant to section 34 or 35 of this act is unique 1189 
in the town of filing or in any other town in the state. 1190 
(d) Any person transacting business in violation of the provisions of 1191 
sections 34 to 38, inclusive, of this act shall be fined not more than five 1192 
hundred dollars, imprisoned not more than one year, or both. Failure to 1193 
comply with the provisions of sections 34 to 38, inclusive, of this act shall 1194 
be deemed to be an unfair or deceptive trade practice under subsection 1195 
(a) of section 42-110b of the general statutes. 1196 
Sec. 38. (NEW) (Effective January 1, 2025) (a) No person shall use, in 1197 
any printed advertisement, an assumed or fictitious name for the 1198 
conduct of such person's business that includes the name of any 1199 
municipality in this state in such a manner as to suggest that such 1200 
person's business is located in such municipality unless: (1) Such 1201 
person's business is, in fact, located in such municipality; or (2) such 1202  Substitute Bill No. 428 
 
 
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person includes in any such printed advertisement the complete street 1203 
address of the location from which such person's business is actually 1204 
conducted, including the municipality and, if located outside of 1205 
Connecticut, the state in which such person's business is located. A 1206 
violation of any provision of this section by a person conducting 1207 
business under an assumed or fictitious name that includes the name of 1208 
a municipality in this state shall be deemed an unfair or deceptive trade 1209 
practice under subsection (a) of section 42-110b of the general statutes. 1210 
(b) The provisions of this section shall not apply to the use of (1) any 1211 
trademark or service mark registered under the laws of this state or 1212 
under federal law, (2) any name that, when applied to the goods or 1213 
services of such person's business, is merely descriptive of them, or (3) 1214 
any name that is merely a surname. 1215 
(c) Nothing in this section shall be construed to impose any liability 1216 
on any publisher that relies on the written assurances of a person 1217 
placing such printed advertisement that such person has authority to 1218 
use any such assumed or fictitious name. 1219 
Sec. 39. Subdivision (1) of subsection (a) of section 7-34a of the general 1220 
statutes is repealed and the following is substituted in lieu thereof 1221 
(Effective January 1, 2025): 1222 
(a) (1) Town clerks shall receive, for recording any document, ten 1223 
dollars for the first page and five dollars for each subsequent page or 1224 
fractional part thereof, a page being not more than eight and one-half by 1225 
fourteen inches. Town clerks shall receive, for recording the information 1226 
contained in a certificate of registration for the practice of any of the 1227 
healing arts, five dollars. Town clerks shall receive, for recording 1228 
documents conforming to, or substantially similar to, section 47-36c, 1229 
which are clearly entitled "statutory form" in the heading of such 1230 
documents, as follows: For the first page of a warranty deed, a quitclaim 1231 
deed, a mortgage deed, or an assignment of mortgage, ten dollars; for 1232 
each additional page of such documents, five dollars; and for each 1233 
assignment of mortgage, subsequent to the first two assignments, two 1234  Substitute Bill No. 428 
 
 
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dollars. Town clerks shall receive, for recording any document with 1235 
respect to which certain data must be submitted by each town clerk to 1236 
the Secretary of the Office of Policy and Management in accordance with 1237 
section 10-261b, two dollars in addition to the regular recording fee. Any 1238 
person who offers any written document for recording in the office of 1239 
any town clerk, which document fails to have legibly typed, printed or 1240 
stamped directly beneath the signatures the names of the persons who 1241 
executed such document, the names of any witnesses thereto and the 1242 
name of the officer before whom the same was acknowledged, shall pay 1243 
one dollar in addition to the regular recording fee. Town clerks shall 1244 
receive, for recording any deed, except a mortgage deed, conveying title 1245 
to real estate, which deed does not contain the current mailing address 1246 
of the grantee, five dollars in addition to the regular recording fee. Town 1247 
clerks shall receive, for filing any document, ten dollars; for receiving 1248 
and keeping a survey or map, legally filed in the town clerk's office, ten 1249 
dollars; and for indexing such survey or map, in accordance with section 1250 
7-32, ten dollars, except with respect to indexing any such survey or map 1251 
pertaining to a subdivision of land as defined in section 8-18, in which 1252 
event town clerks shall receive twenty dollars for each such indexing. 1253 
Town clerks shall receive, for a copy, in any format, of any document 1254 
either recorded or filed in their offices, one dollar for each page or 1255 
fractional part thereof, as the case may be; for certifying any copy of the 1256 
same, two dollars; for making a copy of any survey or map, the actual 1257 
cost thereof; and for certifying such copy of a survey or map, two 1258 
dollars. Town clerks shall receive, for recording the commission and 1259 
oath of a notary public and for a trade name application, renewal, 1260 
amendment, cancellation or other filing, twenty dollars; and for 1261 
certifying under seal to the official character of a notary, five dollars. 1262 
Sec. 40. Subsection (d) of section 33-921 of the general statutes is 1263 
repealed and the following is substituted in lieu thereof (Effective from 1264 
passage): 1265 
(d) A foreign corporation is liable to this state, for the years or parts 1266 
thereof during which it transacted business in this state without a 1267 
certificate of authority, in an amount equal to (1) all fees and taxes which 1268  Substitute Bill No. 428 
 
 
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would have been imposed by law upon such corporation had it duly 1269 
applied for and received such certificate of authority to transact business 1270 
in this state, and (2) all interest and penalties imposed by law for failure 1271 
to pay such fees and taxes. A foreign corporation is further liable to this 1272 
state, for each month or part thereof during which it transacted business 1273 
without a certificate of authority, in an amount equal to three hundred 1274 
dollars, except that a foreign corporation which has obtained a 1275 
certificate of authority not later than ninety days after it has commenced 1276 
transacting business in this state shall not be liable for such monthly 1277 
penalty. Such fees and penalties may be levied by the Secretary of the 1278 
State. The Attorney General shall bring such action as he may deem 1279 
necessary to recover any amounts due the state under the provisions of 1280 
this subsection including an action to restrain a foreign corporation 1281 
against which fees and penalties have been imposed pursuant to this 1282 
subsection from transacting business in this state until such time as such 1283 
fees and penalties have been paid. Any action to enforce liability under 1284 
this section shall be brought by the Attorney General not later than three 1285 
years after the date of the levy assessed by the Secretary of the State. 1286 
Sec. 41. Subsection (d) of section 33-1211 of the general statutes is 1287 
repealed and the following is substituted in lieu thereof (Effective from 1288 
passage): 1289 
(d) A foreign corporation is liable to this state, for the years or parts 1290 
thereof during which it conducted affairs in this state without a 1291 
certificate of authority, in an amount equal to (1) all fees and taxes which 1292 
would have been imposed by law upon such corporation had it duly 1293 
applied for and received such certificate of authority to conduct affairs 1294 
in this state, and (2) all interest and penalties imposed by law for failure 1295 
to pay such fees and taxes. A foreign corporation is further liable to this 1296 
state, for each month or part thereof during which it conducted affairs 1297 
in this state without a certificate of authority, in an amount equal to 1298 
three hundred dollars, except that a foreign corporation which has 1299 
obtained a certificate of authority not later than ninety days after it has 1300 
commenced conducting affairs in this state shall not be liable for such 1301 
monthly penalty. Such fees and penalties may be levied by the Secretary 1302  Substitute Bill No. 428 
 
 
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of the State. The Attorney General shall bring such action as he may 1303 
deem necessary to recover any amounts due the state under the 1304 
provisions of this subsection including an action to restrain a foreign 1305 
corporation against which fees and penalties have been imposed 1306 
pursuant to this subsection from conducting affairs in this state until 1307 
such time as such fees and penalties have been paid. Any action to 1308 
enforce liability under this section shall be brought by the Attorney 1309 
General not later than three years after the date of the levy assessed by 1310 
the Secretary of the State. 1311 
Sec. 42. Subsection (g) of section 34-275a of the general statutes is 1312 
repealed and the following is substituted in lieu thereof (Effective from 1313 
passage): 1314 
(g) A foreign limited liability company which transacts business in 1315 
this state without a valid foreign registration certificate shall be liable to 1316 
this state, for each year or part thereof during which it transacted 1317 
business in this state without such certificate, in an amount equal to: (1) 1318 
All fees and taxes which would have been imposed by law upon such 1319 
limited liability company had it duly applied for and received such 1320 
registration to transact business in this state, and (2) all interest and 1321 
penalties imposed by law for failure to pay such fees and taxes. A 1322 
foreign limited liability company is further liable to this state, for each 1323 
month or part thereof during which it transacted business in this state 1324 
without a valid foreign registration certificate, in an amount equal to 1325 
three hundred dollars, except that a foreign limited liability company 1326 
which has registered with the Secretary of the State not later than ninety 1327 
days after it has commenced transacting business in this state shall not 1328 
be liable for such monthly penalty. Such fees and penalties may be 1329 
levied by the Secretary of the State. The Attorney General may bring 1330 
proceedings to recover all amounts due this state under the provisions 1331 
of this subsection not later than three years after the date of the levy 1332 
assessed by the Secretary of the State. 1333 
Sec. 43. (NEW) (Effective from passage) The Secretary of the State has 1334 
the power reasonably necessary to perform the duties required of the 1335  Substitute Bill No. 428 
 
 
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Secretary by sections 34-243 to 34-299, inclusive, of the general statutes. 1336 
Sec. 44. (NEW) (Effective from passage) (a) The Secretary of the State 1337 
may propound to any limited liability company subject to the provisions 1338 
of sections 34-243 to 34-299, inclusive, of the general statutes, domestic 1339 
or foreign, and to any member or manager thereof, interrogatories as 1340 
may be reasonably necessary and proper to enable the Secretary to 1341 
ascertain whether such limited liability company has complied with the 1342 
provisions of said sections applicable to such limited liability company. 1343 
Such interrogatories shall be answered within thirty days after the 1344 
mailing thereof, or within such additional time as shall be fixed by the 1345 
Secretary of the State, and the answers thereto shall be full and complete 1346 
and shall be made in writing and under oath. If such interrogatories are 1347 
directed to an individual, they shall be answered by such individual, 1348 
and, if directed to a limited liability company, they shall be answered by 1349 
any member or manager thereof. 1350 
(b) Each limited liability company, domestic or foreign, and each 1351 
member or manager of a limited liability company, domestic or foreign, 1352 
failing or refusing within the time prescribed by this section to answer 1353 
truthfully and fully interrogatories duly propounded to such company, 1354 
member or manager by the Secretary of the State as provided in 1355 
subsection (a) of this section shall be fined not more than five hundred 1356 
dollars. 1357 
(c) Interrogatories propounded by the Secretary of the State and the 1358 
answers thereto shall not be open to public inspection nor shall the 1359 
Secretary of the State disclose any facts or information obtained 1360 
therefrom except insofar as the Secretary's official duty may require the 1361 
same to be made public or if such interrogatories or the answers thereto 1362 
are required for evidence in any criminal proceedings or in any other 1363 
action by this state. 1364 
Sec. 45. Subsection (c) of section 34-430 of the general statutes is 1365 
repealed and the following is substituted in lieu thereof (Effective from 1366 
passage): 1367  Substitute Bill No. 428 
 
 
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(c) A foreign registered limited liability partnership which transacts 1368 
business in this state without filing a certificate of authority under 1369 
section 34-429, as amended by this act, shall be liable to this state, for 1370 
each year or part thereof during which it transacted business in this state 1371 
without such certificate, in an amount equal to: (1) All fees and taxes 1372 
which would have been imposed by law upon such registered limited 1373 
liability partnership had it duly applied for and received such authority 1374 
to transact business in this state, and (2) all interest and penalties 1375 
imposed by law for failure to pay such fees and taxes. A foreign 1376 
registered limited liability partnership is further liable to this state, for 1377 
each month or part thereof during which it transacted business in this 1378 
state without filing a certificate of authority under section 34-429, as 1379 
amended by this act, in an amount equal to three hundred dollars, 1380 
except that a foreign registered limited liability partnership which has 1381 
filed a certificate of authority with the Secretary of the State not later 1382 
than ninety days after it has commenced transacting business in this 1383 
state shall not be liable for such monthly penalty. Such fees and penalties 1384 
may be levied by the Secretary of the State. The Attorney General may 1385 
bring proceedings to recover all amounts due this state under the 1386 
provisions of this subsection not later than three years after the date of 1387 
the levy assessed by the Secretary of the State. 1388 
Sec. 46. (NEW) (Effective from passage) The Secretary of the State has 1389 
the power reasonably necessary to perform the duties required of the 1390 
Secretary by sections 34-300 to 34-499, inclusive, of the general statutes. 1391 
Sec. 47. Subsection (d) of section 34-539 of the general statutes is 1392 
repealed and the following is substituted in lieu thereof (Effective from 1393 
passage): 1394 
(d) A foreign statutory trust which transacts business in this state 1395 
without a valid certificate of registration shall be liable to this state, for 1396 
each year or part thereof during which it transacted business in this state 1397 
without such certificate, in an amount equal to: (1) All fees and taxes 1398 
which would have been imposed by law upon such statutory trust had 1399 
it duly applied for and received such registration to transact business in 1400  Substitute Bill No. 428 
 
 
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this state, and (2) all interest and penalties imposed by law for failure to 1401 
pay such fees and taxes. A foreign statutory trust is further liable to this 1402 
state, for each month or part thereof during which it transacted business 1403 
without a valid certificate of registration, in an amount equal to three 1404 
hundred dollars, except that a foreign statutory trust which has 1405 
registered with the Secretary of the State not later than ninety days after 1406 
it has commenced transacting business in this state shall not be liable for 1407 
such monthly penalty. Such fees and penalties may be levied by the 1408 
Secretary of the State. The Attorney General may bring proceedings to 1409 
recover all amounts due this state under the provisions of this 1410 
subsection not later than three years after the date of the levy assessed 1411 
by the Secretary of the State. 1412 
Sec. 48. (NEW) (Effective from passage) The Secretary of the State has 1413 
the power reasonably necessary to perform the duties required of the 1414 
Secretary by sections 34-500 to 34-599, inclusive, of the general statutes. 1415 
Sec. 49. (NEW) (Effective from passage) (a) The Secretary of the State 1416 
may propound to any statutory trust subject to the provisions of sections 1417 
34-500 to 34-599, inclusive, of the general statutes, domestic or foreign, 1418 
and to any trustee thereof, interrogatories as may be reasonably 1419 
necessary and proper to enable the Secretary to ascertain whether such 1420 
statutory trust has complied with the provisions of said sections 1421 
applicable to such statutory trust. Such interrogatories shall be 1422 
answered within thirty days after the mailing thereof, or within such 1423 
additional time as shall be fixed by the Secretary of the State, and the 1424 
answers thereto shall be full and complete and shall be made in writing 1425 
and under oath. If such interrogatories are directed to an individual, 1426 
they shall be answered by such individual, and, if directed to a statutory 1427 
trust, they shall be answered by any trustee thereof. 1428 
(b) Each statutory trust, domestic or foreign, and each trustee of a 1429 
statutory trust, domestic or foreign, failing or refusing within the time 1430 
prescribed by this section to answer truthfully and fully interrogatories 1431 
duly propounded to such trust or such trustee by the Secretary of the 1432 
State as provided in subsection (a) of this section shall be fined not more 1433  Substitute Bill No. 428 
 
 
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than five hundred dollars. 1434 
(c) Interrogatories propounded by the Secretary of the State and the 1435 
answers thereto shall not be opened to public inspection nor shall the 1436 
Secretary of the State disclose any facts or information obtained 1437 
therefrom except insofar as the Secretary's official duty may require the 1438 
same to be made public or if such interrogatories or the answers thereto 1439 
are required for evidence in any criminal proceedings or in any other 1440 
action by this state. 1441 
Sec. 50. (NEW) (Effective from passage) (a) As used in this section: 1442 
(1) "Connecticut Business Registry" means the data and filing history 1443 
of all businesses that form or register with the Secretary of the State 1444 
under titles 33 and 34 of the general statutes and made available to the 1445 
public on the state's centralized business Internet web site. 1446 
(2) "Validate" means to prevent the submission of data that cannot be 1447 
authenticated by the Secretary, including rejection of the filing 1448 
containing such data. 1449 
(3) "Verify" means to confirm the veracity of data submitted and 1450 
accepted by the Secretary. 1451 
(4) "Registered business entity" means any corporation, limited 1452 
liability company, limited liability partnership, limited partnership, 1453 
statutory trust or any other business entity on the Connecticut Business 1454 
Registry. 1455 
(b) The Secretary may validate and verify the data submitted to the 1456 
Connecticut Business Registry and confirm that such information has 1457 
been transmitted with the authorization of the registered business entity 1458 
for which it is filed. If the Secretary finds that any data submitted cannot 1459 
be verified, the Secretary may, on the Secretary's own initiative, 1460 
investigate and refer the matter to the Attorney General in accordance 1461 
with the provisions of this section. 1462 
(c) The Secretary may take the following measures to prevent the 1463  Substitute Bill No. 428 
 
 
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fraudulent submission of data to the Connecticut Business Registry: 1464 
(1) Validate the identity of the person submitting a filing to the 1465 
Secretary; 1466 
(2) Validate any and all electronic mail addresses and cellular 1467 
telephone numbers provided in connection with a filing on the 1468 
Connecticut Business Registry, including the electronic mail address 1469 
and cellular telephone number used by the person submitting the filing 1470 
and the electronic mail address of record for the business; 1471 
(3) Require proof that the registered business entity has authorization 1472 
to use the address provided to the Secretary as the principal business 1473 
address. Such proof may include evidence that the registered business 1474 
entity or one of its principals owns or leases the property or that the 1475 
owner or lessor of the property consents to the use of the property as the 1476 
registered business entity's principal place of business; 1477 
(4) Require that all addresses submitted to the Secretary be valid 1478 
according to the United States Postal Service; and 1479 
(5) Take such other measures as the Secretary deems necessary that 1480 
further the purposes of this section and are consistent with the law of 1481 
this state. 1482 
Sec. 51. (NEW) (Effective January 1, 2025) The following requirements 1483 
apply to any registered agent required to be appointed by law for any 1484 
corporation, limited liability company, limited liability partnership, 1485 
limited partnership or any other business entity that forms or is required 1486 
to register with the Secretary of the State: 1487 
(1) If the agent is a natural person, the person shall be eighteen years 1488 
of age or older and be a resident of Connecticut during all such times as 1489 
the person is named as agent. The Secretary may require proof that (A) 1490 
the name of the agent provided is the legal name of the person 1491 
appointed agent, (B) the residential address provided is the agent's 1492 
primary residence, and (C) the business address is the usual place of 1493  Substitute Bill No. 428 
 
 
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business of the agent. 1494 
(2) If the agent is another registered business entity, such entity shall 1495 
be in good standing with the Secretary of the State. For the purposes of 1496 
this subparagraph, "good standing" means that the registered business 1497 
entity is active on the Secretary's records and compliant with its legal 1498 
obligation to file annual reports and maintain a registered agent. 1499 
(3) The business address provided for a registered business entity 1500 
appointed to serve as registered agent for another registered business 1501 
entity shall be the usual place of business for such agent. For the 1502 
purposes of this subdivision, "usual place of business" means a place in 1503 
this state that is customarily open during normal business hours where 1504 
a person who is authorized to perform the services of a registered agent, 1505 
including acceptance of service of process and other notifications for the 1506 
entity for which the registered agent is serving as registered agent, is 1507 
commonly present. "Usual place of business" does not include a United 1508 
States post office box or a commercial post office box. 1509 
Sec. 52. (NEW) (Effective October 1, 2024) (a) The following actions are 1510 
prohibited with respect to any data, document or record submitted to 1511 
the Secretary of the State on behalf of a business entity under title 33 or 1512 
34 of the general statutes: 1513 
(1) Including the name of a person on a document filed with the 1514 
Secretary under title 33 or 34 of the general statutes without the named 1515 
person's written consent if the person is included in the filing as: 1516 
(A) The registered agent; 1517 
(B) The person causing the document to be delivered to the Secretary 1518 
for filing; 1519 
(C) The person incorporating, forming or organizing an entity; 1520 
(D) The person named as officer, director, member, manager, partner 1521 
or other principal of the entity; or 1522  Substitute Bill No. 428 
 
 
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(E) Any other person required under title 33 or 34 of the general 1523 
statutes to be identified in a document filed with the Secretary. 1524 
(2) Including an address in a document filed with the Secretary under 1525 
title 33 or 34 of the general statutes without the consent of the owner or 1526 
occupant of the included address; and 1527 
(3) Delivering a document regarding an entity to the Secretary if the 1528 
person who makes the delivery lacks the necessary written consent or 1529 
authority to do so. 1530 
(b) An intentional violation of this section in connection with a filing 1531 
with the Secretary of the State shall constitute perjury under section 53a-1532 
156 of the general statutes and shall be a class D felony. 1533 
Sec. 53. Section 34-275c of the general statutes is repealed and the 1534 
following is substituted in lieu thereof (Effective January 1, 2025): 1535 
(a) A registered foreign limited liability company shall deliver to the 1536 
Secretary of the State for filing an amendment to its foreign registration 1537 
certificate if there is a change in: (1) The name of the company; or (2) the 1538 
company's governing jurisdiction. 1539 
(b) The requirements of section 34-275b, as amended by this act, for 1540 
registering a foreign limited liability company apply to obtaining an 1541 
amended registration under this section. 1542 
Sec. 54. Subdivision (2) of subsection (f) of section 14-12 of the general 1543 
statutes is repealed and the following is substituted in lieu thereof 1544 
(Effective January 1, 2025): 1545 
(2) The commissioner shall not register a motor vehicle if the 1546 
commissioner knows that the motor vehicle's equipment fails to comply 1547 
with the provisions of this chapter, provided nothing contained in this 1548 
section shall preclude the commissioner from issuing one or more 1549 
temporary registrations for a motor vehicle not previously registered in 1550 
this state. [or from issuing a temporary registration for a motor vehicle 1551 
under a trade name without a certified copy of the notice required by 1552  Substitute Bill No. 428 
 
 
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section 35-1.] 1553 
Sec. 55. Subsection (c) of section 16a-22k of the general statutes is 1554 
repealed and the following is substituted in lieu thereof (Effective January 1555 
1, 2025): 1556 
(c) Each heating fuel dealer who sells under a trade name heating fuel 1557 
or who provides service for heating fuel burners shall disclose to any 1558 
consumer or potential consumer on any communication and invoice 1559 
and in any advertising, the name of the person or entity which has filed 1560 
a certificate to use such a trade name. [, as required by and pursuant to 1561 
section 35-1.] 1562 
Sec. 56. Section 35-1 of the general statutes is repealed. (Effective 1563 
January 1, 2025) 1564 
This act shall take effect as follows and shall amend the following 
sections: 
 
Section 1 January 1, 2025 33-636(a) 
Sec. 2 January 1, 2025 33-922(a) 
Sec. 3 January 1, 2025 33-1026(a) 
Sec. 4 January 1, 2025 33-1212(a) 
Sec. 5 January 1, 2025 34-10(a) 
Sec. 6 January 1, 2025 34-13e(b) 
Sec. 7 January 1, 2025 34-38g 
Sec. 8 January 1, 2025 34-38j 
Sec. 9 January 1, 2025 34-38k 
Sec. 10 January 1, 2025 34-38s(b) 
Sec. 11 January 1, 2025 34-247(b) 
Sec. 12 January 1, 2025 34-275b 
Sec. 13 January 1, 2025 34-419(a) 
Sec. 14 January 1, 2025 34-429 
Sec. 15 January 1, 2025 34-503(a) 
Sec. 16 January 1, 2025 34-531 
Sec. 17 January 1, 2025 33-953 
Sec. 18 January 1, 2025 33-1243 
Sec. 19 January 1, 2025 34-247k 
Sec. 20 January 1, 2025 34-420  Substitute Bill No. 428 
 
 
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Sec. 21 January 1, 2025 34-431 
Sec. 22 January 1, 2025 3-99a(d) and (e) 
Sec. 23 January 1, 2025 3-99d(a) 
Sec. 24 January 1, 2025 33-890 
Sec. 25 January 1, 2025 33-1181 
Sec. 26 January 1, 2025 34-32b 
Sec. 27 January 1, 2025 34-267g 
Sec. 28 January 1, 2025 34-422 
Sec. 29 January 1, 2025 33-936 
Sec. 30 January 1, 2025 33-1226 
Sec. 31 January 1, 2025 34-38u 
Sec. 32 January 1, 2025 34-275g 
Sec. 33 January 1, 2025 34-433 
Sec. 34 January 1, 2025 New section 
Sec. 35 January 1, 2025 New section 
Sec. 36 January 1, 2025 New section 
Sec. 37 January 1, 2025 New section 
Sec. 38 January 1, 2025 New section 
Sec. 39 January 1, 2025 7-34a(a)(1) 
Sec. 40 from passage 33-921(d) 
Sec. 41 from passage 33-1211(d) 
Sec. 42 from passage 34-275a(g) 
Sec. 43 from passage New section 
Sec. 44 from passage New section 
Sec. 45 from passage 34-430(c) 
Sec. 46 from passage New section 
Sec. 47 from passage 34-539(d) 
Sec. 48 from passage New section 
Sec. 49 from passage New section 
Sec. 50 from passage New section 
Sec. 51 January 1, 2025 New section 
Sec. 52 October 1, 2024 New section 
Sec. 53 January 1, 2025 34-275c 
Sec. 54 January 1, 2025 14-12(f)(2) 
Sec. 55 January 1, 2025 16a-22k(c) 
Sec. 56 January 1, 2025 Repealer section 
 
Statement of Legislative Commissioners:  
In Section 12(b), the provisions were redrafted for clarity; in Section 
34(a), "assumed name" was changed to "assumed or fictitious name" for 
consistency with the provisions of Section 38; and in Sections 51 and 52,  Substitute Bill No. 428 
 
 
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references to "individual" were changed to "person" for internal 
consistency. 
 
JUD Joint Favorable Subst.