Substitute Senate Bill No. 428
Public Act No. 24-111
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
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) The certificate of incorporation shall set forth: (1) A corporate
name for the corporation that satisfies the requirements of section 33-
655; (2) the number of shares the corporation is authorized to issue; (3)
the street and mailing address of the corporation's initial registered
office and the name of its initial registered agent at that office; [and] (4)
the name and address of each incorporator; (5) the valid electronic mail
address of the corporation; and (6) the corporation's North American
Industry Classification System Code.
Sec. 2. Subsection (a) of section 33-922 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) A foreign corporation may apply for a certificate of authority to
transact business in this state by delivering an application to the
Secretary of the State for filing. The application shall set forth: (1) The Substitute Senate Bill No. 428
Public Act No. 24-111 2 of 53
name of the foreign corporation or, if its name is unavailable for use in
this state, a corporate name that satisfies the requirements of section 33-
925; (2) the name of the state or country under whose law it is
incorporated; (3) its date of incorporation and period of duration; (4) the
street address of its principal office; (5) the address of its registered office
in this state and the name of its registered agent at that office; (6) the
valid electronic mail address [, if any,] of the corporation; [and] (7) the
names and respective business and residence addresses of the directors
and officers of the foreign corporation, except that if good cause is
shown, the Secretary of the State may accept business addresses in lieu
of business and residence addresses of the directors and officers of the
corporation; and (8) the foreign corporation's North American Industry
Classification System Code. For purposes of this section, a showing of
good cause shall include, but not be limited to, a showing that public
disclosure of the residence addresses of the corporation's directors and
officers may expose the personal security of such directors and officers
to significant risk.
Sec. 3. Subsection (a) of section 33-1026 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) The certificate of incorporation shall set forth: (1) A corporate
name for the corporation that satisfies the requirements of section 33-
1045; (2) a statement that the corporation is nonprofit and that the
corporation shall not have or issue shares of stock or make distributions;
(3) whether the corporation is to have members and, if it is to have
members, the provisions which under section 33-1055 are required to be
set forth in the certificate of incorporation; (4) the street address of the
corporation's initial registered office and the name of its initial
registered agent at that office; (5) the name and address of each
incorporator; [and] (6) the nature of the activities to be conducted or the
purposes to be promoted or carried out, except that it shall be sufficient Substitute Senate Bill No. 428
Public Act No. 24-111 3 of 53
to state, either alone or with other activities or purposes, that the
purpose of the corporation is to engage in any lawful act or activity for
which corporations may be formed under sections 33-1000 to 33-1290,
inclusive, and by such statement all lawful acts and activities shall be
within the purposes of the corporation, except for express limitations, if
any; (7) the valid electronic mail address of the corporation; and (8) the
foreign corporation's North American Industry Classification System
Code.
Sec. 4. Subsection (a) of section 33-1212 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) A foreign corporation may apply for a certificate of authority to
conduct affairs in this state by delivering an application to the Secretary
of the State for filing. The application shall set forth: (1) The name of the
foreign corporation or, if its name is unavailable for use in this state, a
corporate name that satisfies the requirements of section 33-1215; (2) the
name of the state or country under whose law it is incorporated; (3) its
date of incorporation and period of duration; (4) the street address of its
principal office; (5) the address of its registered office in this state and
the name of its registered agent at that office; (6) the valid electronic mail
address [, if any,] of the corporation; [and] (7) the names and respective
business and residence addresses of the directors and officers of the
foreign corporation, except that if good cause is shown, the Secretary of
the State may accept business addresses in lieu of business and
residence addresses of the directors and officers of the corporation; and
(8) the foreign corporation's North American Industry Classification
System Code. For purposes of this section, a showing of good cause shall
include, but not be limited to, a showing that public disclosure of the
residence addresses of the corporation's directors and officers may
expose the personal security of such directors and officers to significant
risk. Substitute Senate Bill No. 428
Public Act No. 24-111 4 of 53
Sec. 5. Subsection (a) of section 34-10 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) In order to form a limited partnership a certificate of limited
partnership must be executed as provided in section 34-10a and the
certificate shall set forth:
(1) The name of the limited partnership and the address of the office
required to be maintained by section 34-13b;
(2) The name and address of the agent for service of process required
to be maintained by section 34-13b;
(3) The name and business address of each general partner;
[(4) The latest date upon which the limited partnership is to dissolve;
(5) Any other matters the partners determine to include therein; and]
[(6) The] (4) The valid electronic mail address [, if any,] of the limited
partnership;
(5) The limited partnership's North American Industry Classification
System Code; and
(6) Any other matters the partners determine to include in the
certificate.
Sec. 6. Subsection (b) of section 34-13e of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(b) Each annual report shall set forth: (1) The name of the limited
partnership; (2) the address of the office of the limited partnership
required to be maintained by section 34-13b; (3) the valid electronic mail Substitute Senate Bill No. 428
Public Act No. 24-111 5 of 53
address [, if any,] of the limited partnership; (4) if applicable, the name
and address of the statutory agent; [and (5) such additional information,
including the North American Industry Classification System Code, that
the Secretary deems pertinent for determining the principal purpose of
the limited partnership] (5) the name and business address of the
general partner; and (6) the limited partnership's North American
Industry Classification System Code.
Sec. 7. Section 34-38g of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
Before transacting business in this state, a foreign limited partnership
shall register with the Secretary of the State. In order to register, a
foreign limited partnership shall submit to the Secretary of the State [a
signed copy of the] an application for registration as a foreign limited
partnership, signed [and sworn to] by a general partner and setting
forth: (1) The name of the foreign limited partnership and, if different,
the name under which it proposes to register and transact business in
the state; (2) the state and date of its formation; (3) the general character
of the business it proposes to transact in this state; (4) the name and
address of the agent in this state for service of process on the foreign
limited partnership required to be maintained by section 34-38p and an
acceptance of such appointment signed by the agent appointed if other
than the Secretary of the State; (5) the address of the office required to
be maintained in the state of its organization by the laws of that state,
or, if not so required, of the principal office of the foreign limited
partnership; (6) the name and business address of each general partner;
(7) the address of the office at which is kept a list of the names and
addresses of the limited partners and their capital contributions,
together with an undertaking by the foreign limited partnership to keep
those records until the foreign limited partnership registration in this
state is cancelled or withdrawn; (8) the date the foreign limited
partnership commenced transacting business in this state; [and] (9) the Substitute Senate Bill No. 428
Public Act No. 24-111 6 of 53
valid electronic mail address [, if any,] of the foreign limited partnership;
and (10) the foreign limited partnership's North American Industry
Classification System Code.
Sec. 8. Section 34-38j of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
If any statement in the application for registration of a foreign limited
partnership was false when made or any arrangements or other facts
described have changed, making the application inaccurate in any
respect, the foreign limited partnership shall promptly file in the office
of the Secretary of the State a [signed copy of a] certificate, signed [and
sworn to] by a general partner, correcting such statement.
Sec. 9. Section 34-38k of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
A foreign limited partnership may cancel its registration by filing
with the Secretary of the State [a signed copy of] a certificate of
cancellation signed [and sworn to] by a general partner. A cancellation
does not terminate the authority of the Secretary of the State to accept
service of process on the foreign limited partnership with respect to
causes of action arising out of the transactions of business in this state.
Sec. 10. Subsection (b) of section 34-38s of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(b) Each annual report shall set forth: (1) The name of the foreign
limited partnership and, if different, the name under which such foreign
limited partnership transacts business in this state; (2) the address of the
office required to be maintained in the state or other jurisdiction of the
foreign limited partnership's organization by the laws of that state or
jurisdiction or, if not so required, the address of its principal office; [and]
(3) the valid electronic mail address [, if any,] of the foreign limited Substitute Senate Bill No. 428
Public Act No. 24-111 7 of 53
partnership; and (4) the foreign limited partnership's North American
Industry Classification System Code.
Sec. 11. Subsection (b) of section 34-247 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(b) A certificate of organization shall state: (1) The name of the limited
liability company, which shall comply with section 34-243k; (2) the
street address and mailing address of the company's principal office; (3)
the name of a registered agent appointed in compliance with section 34-
243n, along with the street address and mailing address in this state of
the company's registered agent; (4) the name, business address and
residence address of at least one manager or member of the limited
liability company, except that if good cause is shown, the Secretary of
the State may accept a business address in lieu of the business and
residence addresses of such manager or member, provided, for
purposes of this subsection, a showing of good cause shall include, but
not be limited to, a showing that public disclosure of the residence
address of the manager or member of the limited liability company may
expose the personal security of such manager or member to significant
risk; [and] (5) the valid electronic mail address [, if any,] of the limited
liability company; and (6) the limited liability company's North
American Industry Classification System Code.
Sec. 12. Section 34-275b of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) To register to do business in this state, a foreign limited liability
company must deliver a foreign registration certificate to the Secretary
of the State for filing. The certificate shall set forth:
(1) The name of the company and, if the name does not comply with
section 34-243k, an alternate name adopted pursuant to subsection (a) Substitute Senate Bill No. 428
Public Act No. 24-111 8 of 53
of section 34-275e;
(2) That the company is a foreign limited liability company;
(3) The name of the company's governing jurisdiction;
(4) The street and mailing addresses of the company's principal office
and, if the law of the governing jurisdiction requires the company to
maintain an office in that jurisdiction, the street and mailing addresses
of the required office;
(5) The name and address of the agent in this state for service of
process on the foreign limited liability company required to be
maintained by section 34-243n and an acceptance of such appointment
signed by the agent appointed if other than the Secretary of the State;
(6) The name and respective business and residence addresses of a
manager or a member of the foreign limited liability company, except
that, if good cause is shown, the Secretary of the State may accept a
business address in lieu of business and residence addresses of such
manager or member. For the purposes of this subdivision, a showing of
good cause shall include, but need not be limited to, a showing that
public disclosure of the residence address of the manager or member of
the foreign limited liability company may expose the personal security
of such manager or member to significant risk; [and]
(7) The valid electronic mail address [, if any,] of the foreign limited
liability company; and
(8) The foreign limited liability company's North American Industry
Classification System Code.
(b) When delivering to the Secretary of the State a foreign registration
certificate that is completed in accordance with the provisions of
subsection (a) of this section, the foreign limited liability company shall Substitute Senate Bill No. 428
Public Act No. 24-111 9 of 53
also deliver a certificate of existence, or a document of similar import,
duly authenticated by the Secretary of the State or other official having
custody of corporate records in the state or country under whose law it
is formed.
Sec. 13. Subsection (a) of section 34-419 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) To become a registered limited liability partnership, a partnership
shall file a certificate of limited liability partnership with the Secretary
of the State, stating the name of the partnership, which shall conform to
the requirements of section 34-406; the address of its principal office; if
the partnership's principal office is not located in this state, the address
of a registered office and the name and address of a registered agent for
service of process in this state, which the partnership will be required to
maintain under section 34-408; a brief statement of the business in which
the partnership engages; the valid electronic mail address [, if any,] of
the registered limited liability partnership; the registered limited
liability partnership's North American Industry Classification System
Code; any other matters the partnership may determine to include; and
that the partnership thereby applies for status as a registered limited
liability partnership.
Sec. 14. Section 34-429 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
Before transacting business in this state, a foreign registered limited
liability partnership shall file a certificate of authority with the Secretary
of the State executed by a person with authority to do so under the laws
of the state or other jurisdiction where it is registered as a registered
limited liability partnership. The certificate of authority shall set forth:
(1) The name of the partnership and, if different, the name under which
it proposes to transact business in this state, either of which shall Substitute Senate Bill No. 428
Public Act No. 24-111 10 of 53
conform to the requirements of section 34-406; (2) the state or other
jurisdiction where it is registered as a registered limited liability
partnership and the date of its registration; (3) the name and address of
the agent in this state for service of process required to be maintained
by section 34-408 and an acceptance of such appointment signed by the
agent appointed; (4) the address of the office required to be maintained
in the state or other jurisdiction of its organization by the laws of that
state or jurisdiction or, if not so required, of the principal office of the
partnership; (5) a representation that the partnership is a "foreign
registered limited liability partnership" as defined in section 34-301; (6)
a brief statement of the business in which the partnership engages; (7)
the valid electronic mail address [, if any,] of the foreign registered
limited liability partnership; (8) the foreign registered limited liability
partnership's North American Industry Classification System Code; and
[(8)] (9) any other matters the partnership may determine to include.
Sec. 15. Subsection (a) of section 34-503 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) Every statutory trust shall file a signed copy of its certificate of
trust with the office of the Secretary of the State. The certificate of trust
shall set forth:
(1) A name of the statutory trust that satisfies the requirements of
section 34-506;
(2) The future effective date, which shall be a date certain, of
effectiveness of the certificate if it is not to be effective upon the filing of
the certificate;
(3) The principal office address of the statutory trust;
(4) The appointment of a statutory agent for service of process, as
required by section 34-507; [and] Substitute Senate Bill No. 428
Public Act No. 24-111 11 of 53
(5) The valid electronic mail address of the statutory trust;
(6) The statutory trust's North American Industry Classification
System Code; and
[(5)] (7) Any other information the trustees determine to include
therein.
Sec. 16. Section 34-531 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
Before transacting business in this state, a foreign statutory trust shall
register with the Secretary of the State. In order to register, a foreign
statutory trust shall submit to the Secretary of the State a signed copy of
an application for registration as a foreign statutory trust executed by a
person with authority to do so under the laws of the state or other
jurisdiction of its formation. The application shall set forth: (1) The name
of the foreign statutory trust and, if different, the name under which it
proposes to transact business in this state; (2) the state or other
jurisdiction where formed, and date of its organization; (3) the name and
address of the agent in this state for service of process on the foreign
statutory trust required to be maintained by section 34-532 and an
acceptance of such appointment signed by the agent appointed if other
than the Secretary of the State; (4) the address of the office required to
be maintained in the state or other jurisdiction of its organization by the
laws of that state or jurisdiction or, if not so required, of the principal
office of the foreign statutory trust; (5) a representation that the foreign
statutory trust is a "foreign statutory trust" as defined in section 34-501;
[and] (6) the character of the business which the statutory trust intends
to transact in this state; (7) the valid electronic mail address of the
foreign statutory trust; and (8) the foreign statutory trust's North
American Industry Classification System Code.
Sec. 17. Section 33-953 of the general statutes is repealed and the Substitute Senate Bill No. 428
Public Act No. 24-111 12 of 53
following is substituted in lieu thereof (Effective January 1, 2025):
(a) Each domestic corporation, except banks, trust companies,
insurance or surety companies, savings and loan associations and public
service companies, as defined in section 16-1, and each foreign
corporation authorized to transact business in this state, shall file an
annual report with the Secretary of the State as prescribed in this section.
(b) The first annual report of a domestic corporation formed prior to
January 1, 2020, shall be filed not later than two years after the date on
which the corporation filed its certificate of incorporation. The first
annual report of a corporation formed on or after January 1, 2020, shall
be filed not later than ninety days after the date on which such
corporation filed its certificate of incorporation. Subsequent annual
reports of a domestic corporation and annual reports of each foreign
corporation authorized to transact business in this state shall be filed by
electronic transmission on the anniversary date of the filing of the first
annual report. Upon request of a corporation, the Secretary of the State
may grant an exemption from the requirement to file an annual report
by electronic transmission if the corporation does not have the capability
to file by electronic transmission or make payment in an authorized
manner by electronic means or if other good cause is shown.
(c) Each annual report shall set forth: (1) The name of the corporation;
(2) the principal office of the corporation or, in the case of a foreign
corporation (A) the address of the principal office of the foreign
corporation in the state under the laws of which it is incorporated, (B)
the address of the executive offices of the foreign corporation, and (C)
the address of the principal office of the foreign corporation in this state,
if any; (3) the valid electronic mail address [, if any,] of the corporation;
(4) the name and address of the registered agent; (5) the names and
respective business and residence addresses of the directors and officers
of the corporation, except that if good cause is shown, the Secretary of
the State may accept business addresses in lieu of business and Substitute Senate Bill No. 428
Public Act No. 24-111 13 of 53
residence addresses of the directors and officers of the corporation; and
(6) [such additional information, including the North American
Industry Classification System Code, that the Secretary deems pertinent
for determining the principal purpose of the corporation] the
corporation's or foreign corporation's North American Industry
Classification System Code. For the purposes of this subsection, a
showing of good cause shall include, but not be limited to, a showing
that public disclosure of the residence addresses of the corporation's
directors and officers may expose the personal security of such directors
and officers to significant risk.
(d) Each annual report shall be accompanied by the required filing
fee. The report shall be executed as set forth in section 33-608. The
Secretary of the State shall deliver to each domestic corporation at its
principal office or electronic mail address, as shown by the Secretary's
records, and to each foreign corporation authorized to transact business
in this state at its executive offices or electronic mail address, as last
shown by the Secretary's records, notice that the annual report is due,
but failure to receive such notice shall not relieve a corporation of the
requirement of filing the report as provided in this section.
(e) If any information required in the annual report, except for the
corporation's name, changes after the corporation has filed its most
current annual report and not later than thirty days preceding the
month during which the corporation's next annual report becomes due,
the corporation shall file with the Secretary of the State an amended
annual report, which shall meet the requirements set forth in subsection
(c) of this section. The filing fee for an amended annual report is twenty-
five dollars.
Sec. 18. Section 33-1243 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) Each domestic corporation, except banks, trust companies, Substitute Senate Bill No. 428
Public Act No. 24-111 14 of 53
insurance or surety companies, savings and loan associations, credit
unions, public service companies, as defined in section 16-1, cemetery
associations and incorporated church or religious corporations, and
each foreign corporation authorized to conduct affairs in this state, and
except corporations formed before January 1, 1961, which under the law
in effect on December 31, 1960, were not required to file an annual
report, shall file an annual report with the Secretary of the State as
prescribed in this section.
(b) The first annual report of a domestic corporation formed prior to
January 1, 2020, shall be filed not later than two years after the date on
which the corporation filed its certificate of incorporation. The first
annual report of a corporation formed on or after January 1, 2020, shall
be filed not later than ninety days after the date on which such
corporation filed its certificate of incorporation. Subsequent annual
reports of a domestic corporation and annual reports of each foreign
corporation authorized to conduct affairs in this state shall be filed by
electronic transmission on the anniversary date of the filing of the first
annual report. Upon request of a corporation, the Secretary of the State
may grant an exemption from the requirement to file an annual report
by electronic transmission if the corporation does not have the capability
to file by electronic transmission or make payment in an authorized
manner by electronic means or if other good cause is shown.
(c) Each annual report shall set forth: (1) The name of the corporation
and, in the case of a foreign corporation, the state under the laws of
which it is incorporated; (2) the principal office of the corporation or, in
the case of a foreign corporation (A) the address of the principal office
of the foreign corporation in the state under the laws of which it is
incorporated, (B) the address of the executive offices of the foreign
corporation, and (C) the address of the principal office of the foreign
corporation in this state, if any; (3) the valid electronic mail address [, if
any,] of the corporation; (4) the name and address of the registered Substitute Senate Bill No. 428
Public Act No. 24-111 15 of 53
agent; (5) the names and respective business and residence addresses of
the directors and officers of the corporation, except that if good cause is
shown, the Secretary of the State may accept business addresses in lieu
of business and residence addresses of the directors and officers of the
corporation; and (6) [such additional information, including the North
American Industry Classification System Code, that the Secretary
deems pertinent for determining the principal purpose of the
corporation] the corporation's or foreign corporation's North American
Industry Classification System Code. For the purposes of this
subsection, a showing of good cause shall include, but not be limited to,
a showing that public disclosure of the residence addresses of the
corporation's directors and officers may expose the personal security of
such directors and officers to significant risk.
(d) Each annual report shall be accompanied by the required filing
fee. The report shall be executed as set forth in section 33-1004. The
Secretary of the State shall deliver to each domestic corporation at its
principal office or electronic mail address, as shown by the Secretary's
records, and to each foreign corporation authorized to conduct affairs in
this state at its executive offices or electronic mail address, as last shown
by the Secretary's records, notice that the annual report is due, but
failure to receive such notice shall not relieve a corporation of the
requirement of filing the report as provided in this section.
(e) If any information required in the annual report, except for the
corporation's name, changes after the corporation has filed its most
current annual report and not later than thirty days preceding the
month during which the corporation's next annual report becomes due,
the corporation shall file with the Secretary of the State an amended
annual report, which shall meet the requirements set forth in subsection
(c) of this section. The filing fee for an amended annual report is twenty-
five dollars.
Sec. 19. Section 34-247k of the general statutes is repealed and the Substitute Senate Bill No. 428
Public Act No. 24-111 16 of 53
following is substituted in lieu thereof (Effective January 1, 2025):
(a) A limited liability company or a registered foreign limited liability
company shall deliver to the Secretary of the State by electronic
transmission an annual report that states:
(1) The name of the company;
(2) The street address and mailing address of its principal office;
(3) The name, business address and residence address of at least one
member or manager, except that, if good cause is shown, the Secretary
of the State may accept a business address in lieu of business and
residence addresses of such manager or member. For purposes of this
subdivision, a showing of good cause shall include, but not be limited
to, a showing that public disclosure of the residence address of the
manager or member of the limited liability company may expose the
personal security of such manager or member to significant risk;
(4) The name and address of the registered agent;
(5) [An] A valid electronic mail address where the Secretary of the
State can communicate with the company or its filing agent; [, if the
company or its filing agent maintains an electronic mail address;]
(6) In the case of a foreign limited liability company, any alternate
name adopted under section 34-275e, its governing jurisdiction and if
the law of the governing jurisdiction requires the company to maintain
an office in that jurisdiction, the street and mailing addresses of the
required office; and
(7) [Such additional information, including the] The limited liability
company's or registered foreign limited liability company's North
American Industry Classification System Code. [, that the Secretary
deems pertinent for determining the principal purpose of the limited Substitute Senate Bill No. 428
Public Act No. 24-111 17 of 53
liability company.]
(b) Information in the annual report must be current as of the date the
report is signed by the limited liability company or registered foreign
limited liability company.
(c) The first annual report must be filed with the Secretary of the State
after January first and before April first of the year following the
calendar year in which the limited liability company was formed or the
registered foreign limited liability company registered to do business in
this state. Subsequent annual reports must be filed with the Secretary of
the State after January first and before April first of each calendar year
thereafter.
(d) If an annual report does not contain the information required by
this section, the Secretary of the State promptly shall notify the reporting
limited liability company or registered foreign limited liability company
and return the report for correction.
(e) Upon the request of a limited liability company or a registered
foreign limited liability company, the Secretary of the State may grant
an exemption from the requirement to file an annual report by electronic
transmission if the limited liability company or the registered foreign
limited liability company does not have the capability to file by
electronic transmission or make payment in an authorized manner by
electronic means or if other good cause is shown. For purposes of this
section, electronic transmission shall be limited to online filing utilizing
the Internet or any newer mode of computer-aided, automated filing
designated by the Secretary of the State for annual report filing.
(f) If the manager or member named in a limited liability company's
or a registered foreign limited liability company's most current annual
report pursuant to subsection (c) of this section is replaced for such
purpose by another manager or member after the limited liability Substitute Senate Bill No. 428
Public Act No. 24-111 18 of 53
company has filed such annual report, but not later than thirty days
preceding the month during which the limited liability company's next
annual report becomes due, the limited liability company shall file with
the Secretary of the State an interim notice of change of manager or
member that sets forth: (1) The name of the limited liability company;
and (2) the name, title, business address and residence address of the
new manager or member and the name and title of the former manager
or member, except that if good cause is shown, the Secretary of the State
may accept a business address in lieu of the business and residence
addresses of the new manager or member. Any such change of manager
or member that occurs within the thirty-day period preceding the
month during which the limited liability company's next annual report
becomes due shall be reflected in such next annual report.
(g) If any information required in the annual report, except for the
limited liability company's name, changes after the limited liability
company has filed its most current annual report and not later than
thirty days preceding the month during which the limited liability
company's next annual report becomes due, the limited liability
company shall file with the Secretary of the State an amended annual
report, which shall meet the requirements set forth in subsection (a) of
this section. The filing fee for an amended annual report is twenty-five
dollars.
Sec. 20. Section 34-420 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) Each registered limited liability partnership shall file an annual
report by electronic transmission with the Secretary of the State, which
report shall be due upon the anniversary of the filing of a certificate of
limited liability partnership pursuant to section 34-419, as amended by
this act. Upon request of a registered limited liability partnership, the
Secretary of the State may grant an exemption from the requirement to
file an annual report by electronic transmission if the registered limited Substitute Senate Bill No. 428
Public Act No. 24-111 19 of 53
liability partnership does not have the capability to file by electronic
transmission or make payment in an authorized manner by electronic
means or if other good cause is shown.
(b) Each annual report shall set forth: (1) The name of the registered
limited liability partnership; (2) the registered limited liability
partnership's current principal office address; (3) the valid electronic
mail address [, if any,] of the registered limited liability partnership; (4)
the name and address of the registered agent; and (5) [such additional
information, including the North American Industry Classification
System Code, that the Secretary deems pertinent for determining the
principal purpose of the limited liability partnership] the registered
limited liability partnership's North American Industry Classification
System Code.
(c) Each annual report shall be executed in accordance with section
34-410 and be accompanied by the filing fee established in section 34-
413. The Secretary of the State shall deliver to each registered limited
liability partnership at its principal office or electronic mail address, as
shown on the Secretary's records, notice that the annual report is due,
but failure to receive such notice shall not relieve a registered limited
liability partnership of the requirement of filing the report as provided
in this section.
(d) If any information required in the annual report, except for the
registered limited liability partnership's name, changes after the
registered limited liability partnership has filed its most current annual
report and not later than thirty days preceding the month during which
the registered limited liability partnership's next annual report becomes
due, the registered limited liability partnership shall file with the
Secretary of the State an amended annual report, which shall meet the
requirements set forth in subsection (b) of this section. The filing fee for
an amended annual report is twenty-five dollars. Substitute Senate Bill No. 428
Public Act No. 24-111 20 of 53
Sec. 21. Section 34-431 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) A foreign registered limited liability partnership authorized to
transact business in this state shall file an annual report by electronic
transmission with the office of the Secretary of the State which report
shall be due upon the anniversary of such foreign registered limited
liability partnership's certificate of authority pursuant to section 34-429,
as amended by this act. Upon request of a foreign registered limited
liability partnership, the Secretary of the State may grant an exemption
from the requirement to file an annual report by electronic transmission
if the foreign registered limited liability partnership does not have the
capability to file by electronic transmission or make payment in an
authorized manner by electronic means or if other good cause is shown.
(b) Each annual report shall set forth: (1) The name of the foreign
registered limited liability partnership and, if different, the name under
which such foreign registered limited liability partnership transacts
business in this state; (2) the address of the office required to be
maintained in the state or other jurisdiction of the foreign registered
limited liability partnership's organization by the laws of that state or
jurisdiction or, if not so required, the address of its principal office; (3)
the valid electronic mail address [, if any,] of the foreign registered
limited liability partnership; (4) the name and address of the statutory
agent; and (5) [such additional information, including the North
American Industry Classification System Code, that the Secretary
deems pertinent for determining the principal purpose of the foreign
registered limited liability partnership] the foreign registered limited
liability partnership's North American Industry Classification System
Code.
(c) Each annual report shall be executed in accordance with section
34-410, and be accompanied by the filing fee established in section 34-
413. The Secretary of the State shall deliver to each foreign registered Substitute Senate Bill No. 428
Public Act No. 24-111 21 of 53
limited liability partnership at its principal office or electronic mail
address, as shown on the Secretary's records, notice that the annual
report is due, but failure to receive such notice shall not relieve a foreign
registered limited liability partnership of the requirement of filing the
report as provided in this section.
(d) If any information required in the annual report, except for the
foreign registered limited liability partnership's name, changes after the
foreign registered limited liability partnership has filed its most current
annual report and not later than thirty days preceding the month during
which the limited liability partnership's next annual report becomes
due, the foreign registered limited liability partnership shall file with
the Secretary of the State an amended annual report, which shall meet
the requirements set forth in subsection (b) of this section. The filing fee
for an amended annual report is twenty-five dollars.
Sec. 22. Subsections (d) and (e) of section 3-99a of the general statutes
are repealed and the following is substituted in lieu thereof (Effective
January 1, 2025):
(d) In the performance of their functions, the [Commercial Recording]
Business Services Division and the [Records and Legislative Services]
Legislation and Elections Administration Division of the office of the
Secretary of the State may, in the discretion of the Secretary, provide
expedited services. The Secretary shall provide for the establishment
and administration of a system of payment for such expedited services
and may include in such system prepaid deposit accounts. The Secretary
shall charge, in addition to the filing fees provided for by law, the sum
of fifty dollars for each expedited service provided. The filing fee and
the expediting fee shall be paid by the person requesting the information
and documents, in such manner as required by the Secretary. The
Secretary may promulgate rules and regulations necessary to establish
guidelines for the use of expedited services and shall establish fees, in
addition to the expediting fee, for expedited electronic data processing Substitute Senate Bill No. 428
Public Act No. 24-111 22 of 53
services which cover the cost of such services.
(e) (1) The Secretary of the State may accept the filing of documents
[by telecopier or other electronic media] and data over the Internet and
employ new technology, as it is developed, to aid in the performance of
all duties required by the law. The Secretary of the State may establish
rules, fee schedules and regulations, not inconsistent with the law, for
filing documents [by telecopier or other electronic media, for the
adoption, employment and use of new technology in the performance
of the duties of the office and for providing electronic access and other
related products or services that result from the employment of such
new technology] with the Business Services Division.
(2) The Secretary may require the Internet submission of any filing to
the Business Services Division under titles 33, 34 and 42a, except the
Secretary may permit the paper filing of such documents and data if the
filer establishes to the satisfaction of the Secretary that Internet
submission is impracticable.
Sec. 23. Subsection (a) of section 3-99d of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(a) The [Commercial Recording] Business Services Division of the
office of the Secretary of the State shall establish an electronic business
portal as a single point of entry for business entities for purposes of
business registration pursuant to title 33 or 34. Such portal shall provide
explanatory information and electronic links provided by state agencies
and quasi-public agencies, including, but not limited to, the Labor
Department, the Workers' Compensation Commission, the
Departments of Economic and C ommunity Development,
Administrative Services, Consumer Protection, Energy and
Environmental Protection and Revenue Services, Connecticut
Innovations, Incorporated, Connecticut Licensing Info Center, The Substitute Senate Bill No. 428
Public Act No. 24-111 23 of 53
United States Small Business Administration, the Connecticut Small
Business Development Center, the Connecticut Economic Resource
Center and the Connecticut Center for Advanced Technology, for the
purposes of assisting such business entities in determining permitting
and licensure requirements, identifying state revenue responsibilities
and benefits, and finding available state financial incentives and
programs related to such entities' businesses. The information provided
for purposes of business registration with the office of the Secretary of
the State may be made available to state agencies and quasi-public
agencies for economic development, state revenue collection and
statistical purposes as provided by law.
Sec. 24. Section 33-890 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The Secretary of the State may effect the administrative
dissolution of a corporation as provided in this section.
(b) Whenever any corporation is more than one year in default of
filing its annual report as required by section 33-953, as amended by this
act, the Secretary of the State may notify such corporation by [first class]
electronic mail addressed to such corporation [at its principal office] and
sent to the corporation's electronic mail address as last shown on the
Secretary's records that under the provisions of this section the
corporation is to be administratively dissolved. Unless the corporation,
within three months of the [mailing] sending of such notice, files such
annual report, the Secretary of the State shall prepare and file in the
Secretary's office a certificate of administrative dissolution stating that
the delinquent corporation has been administratively dissolved by
reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State
that a corporation has failed to maintain a registered agent or that such
registered agent cannot, with reasonable diligence, be found at the Substitute Senate Bill No. 428
Public Act No. 24-111 24 of 53
address shown in the records of his office, the Secretary of the State may
notify such corporation by [registered or certified] electronic mail
addressed [to such corporation at its principal office] and sent to such
corporation at its electronic mail address as last shown on [his] the
Secretary's records that under the provisions of this section the
corporation is to be administratively dissolved. Unless the corporation
within three months of the mailing of such notice files an appointment
of registered agent, the Secretary of the State shall prepare and file in his
office a certificate of administrative dissolution stating that the
delinquent corporation has been administratively dissolved by reason
of its default.
(d) Dissolution shall be effective upon the filing by the Secretary of
the State in his office of such certificate of administrative dissolution.
(e) After filing the certificate of administrative dissolution, the
Secretary of the State shall: (1) [Mail] Send a copy thereof to the
delinquent corporation, addressed to such corporation at its [principal
office] electronic mail address as last shown on [his] the Secretary's
records; and (2) cause notice of the filing of such certificate of
administrative dissolution to be posted on the office of the Secretary of
the State's Internet web site for a period of sixty days following the date
on which the Secretary of the State files the certificate of administrative
dissolution.
Sec. 25. Section 33-1181 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The Secretary of the State may effect the administrative
dissolution of a corporation as provided in this section.
(b) Whenever any corporation is more than two years in default of
filing its annual report as required by section 33-1243, as amended by
this act, the Secretary of the State may notify such corporation by [first Substitute Senate Bill No. 428
Public Act No. 24-111 25 of 53
class] electronic mail addressed to such corporation [at its principal
office] and sent to the corporation's electronic mail address as last
shown on the Secretary's records that under the provisions of this
section the corporation is to be administratively dissolved. Unless the
corporation, within three months of the [mailing] sending of such
notice, files such annual report, the Secretary of the State shall prepare
and file in the Secretary's office a certificate of administrative dissolution
stating that the delinquent corporation has been administratively
dissolved by reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State
that a corporation has failed to maintain a registered agent or that such
registered agent cannot, with reasonable diligence, be found at the
address shown in the records of his office, the Secretary of the State may
notify such corporation by [registered or certified] electronic mail
addressed to such corporation [at its principal office] sent to such
corporation at its electronic mail address as last shown on [his] the
Secretary's records that under the provisions of this section the
corporation is to be administratively dissolved. Unless the corporation
within three months of the mailing of such notice files an appointment
of registered agent, the Secretary of the State shall prepare and file in his
office a certificate of administrative dissolution stating that the
delinquent corporation has been administratively dissolved by reason
of its default.
(d) Dissolution shall be effective upon the filing by the Secretary of
the State in his office of such certificate of administrative dissolution.
(e) After filing the certificate of administrative dissolution, the
Secretary of the State shall: (1) [Mail] Send a copy thereof to the
delinquent corporation, addressed to such corporation at its [principal
office] electronic mail address as last shown on [his] the Secretary's
records, and (2) cause notice of the filing of such certificate of
administrative dissolution to be posted on the office of the Secretary of Substitute Senate Bill No. 428
Public Act No. 24-111 26 of 53
the State's Internet web site for a period of sixty days following the date
on which the Secretary of the State files the certificate of administrative
dissolution.
Sec. 26. Section 34-32b of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The Secretary of the State may effect the cancellation of a limited
partnership by forfeiture as provided in this section.
(b) Whenever any limited partnership is more than one year in
default of filing its annual report as required by section 34-13e, as
amended by this act, the Secretary of the State may notify such limited
partnership by [first class] electronic mail addressed and sent to such
limited partnership at its electronic mail address as last shown on the
Secretary's records that under the provisions of this section the limited
partnership's rights and powers are prima facie forfeited. Unless the
limited partnership, within three months of the [mailing] sending of
such notice, files such annual report, the Secretary of the State shall
prepare and file in the Secretary's office a certificate of cancellation by
forfeiture stating that the delinquent limited partnership's certificate has
been cancelled by forfeiture by reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State
that a limited partnership has failed to maintain a statutory agent for
service, the Secretary of the State may notify such limited partnership
by [registered or certified] electronic mail addressed and sent to such
limited partnership at its electronic mail address as last shown on [his]
the Secretary's records that under the provisions of this section the
limited partnership's rights and powers are prima facie forfeited. Unless
the limited partnership within three months of the [mailing] sending of
such notice files an appointment of statutory agent for service, the
Secretary of the State shall prepare and file in his office a certificate of
cancellation by forfeiture stating that the delinquent limited Substitute Senate Bill No. 428
Public Act No. 24-111 27 of 53
partnership's certificate has been cancelled by forfeiture by reason of its
default.
(d) Cancellation shall be effective upon the filing by the Secretary of
the State in his office of such certificate of cancellation by forfeiture.
(e) After filing the certificate of cancellation by forfeiture, the
Secretary of the State shall: (1) [Mail a certified] Send a copy thereof to
the delinquent limited partnership at its electronic mail address as last
shown on [his] the Secretary's records; and (2) cause notice of the filing
of such certificate of cancellation by forfeiture to be posted on the office
of the Secretary of the State's Internet web site for a period of sixty days
following the date on which the Secretary of the State files the certificate
of cancellation by forfeiture.
Sec. 27. Section 34-267g of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The Secretary of the State may effect the dissolution of a limited
liability company by forfeiture as provided in this section.
(b) Whenever it comes to the attention of the Secretary of the State
that a limited liability company is more than one year in default of filing
its annual report as required by section 34-247k, as amended by this act,
the Secretary of the State may notify such limited liability company by
[first class] electronic mail addressed to such limited liability company
[at its principal office] and sent to the limited liability company's
electronic mail address as last shown on the Secretary's records that,
under the provisions of this section, the limited liability company's
rights and powers are prima facie forfeited. Unless the limited liability
company, within three months of the [mailing] sending of such notice,
files such annual report, the Secretary of the State shall prepare and file
in the Secretary's office a certificate of dissolution by forfeiture stating
that the delinquent limited liability company has been dissolved by Substitute Senate Bill No. 428
Public Act No. 24-111 28 of 53
forfeiture by reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State
that a delinquent limited liability company has failed to maintain a
registered agent for service, the Secretary of the State may notify such
limited liability company by [registered or certified] electronic mail
addressed to such limited liability company [at its principal office] and
sent to the limited liability company's electronic mail address as last
shown on [his] the Secretary's records that, under the provisions of this
section, the limited liability company's rights and powers are prima
facie forfeited. Unless the limited liability company, within three
months of the [mailing] sending of such notice, files an appointment of
a registered agent for service, the Secretary of the State shall prepare and
file in his office a certificate of dissolution by forfeiture stating that the
delinquent limited liability company has been dissolved by forfeiture by
reason of its default.
(d) Dissolution shall be effective upon the filing by the Secretary of
the State of such certificate of dissolution by forfeiture.
(e) After filing the certificate of dissolution by forfeiture, the Secretary
of the State shall: (1) [Mail a certified] Send a copy thereof to the
delinquent limited liability company addressed to such limited liability
company [at its principal office] electronic mail address as last shown
on [his] the Secretary's records; and (2) cause notice of the filing of such
certificate of dissolution by forfeiture to be posted on the office of the
Secretary of the State's Internet web site for a period of sixty days
following the date on which the Secretary of the State files the certificate
of dissolution by forfeiture.
(f) A limited liability company that is dissolved by forfeiture
continues in existence as an entity but may not carry on any activities
except as necessary to wind up its activities and affairs and liquidate its
assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or Substitute Senate Bill No. 428
Public Act No. 24-111 29 of 53
to apply for reinstatement under section 34-267b.
(g) The dissolution of a limited liability company by forfeiture does
not terminate the authority of its registered agent.
Sec. 28. Section 34-422 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The Secretary of the State may effect the revocation of a registered
limited liability partnership's certificate of registered limited liability
partnership as provided in this section.
(b) Whenever any registered limited liability partnership is more than
one year in default of filing its annual report, the Secretary of the State
may notify such registered limited liability partnership by [first class]
electronic mail addressed to such registered limited liability partnership
[at its principal office] and sent to the limited liability partnership's
electronic mail address as last shown in the records of said Secretary
that under the provisions of this section the registered limited liability
partnership's status as a registered limited liability partnership is to be
revoked by reason of its default. Unless, within three months after the
[mailing] sending of such notice, the registered limited liability
partnership files a report made out and verified in all respects as the
annual report of such registered limited liability partnership, the
Secretary of the State shall prepare and file in the office of said Secretary
a certificate of revocation by forfeiture stating that the status of the
registered limited liability partnership as a registered limited liability
partnership has been revoked by reason of its default. The status of a
registered limited liability partnership, including the liability of
partners for debts, obligations and liabilities of or chargeable to the
partnership, is retained until expressly revoked by the Secretary of the
State. Revocation of the status of a registered limited liability
partnership shall not affect the status of such partnership or the liability
of the partners thereof with regard to events, acts or omissions occurring Substitute Senate Bill No. 428
Public Act No. 24-111 30 of 53
prior to the date of revocation.
(c) Whenever it comes to the attention of the Secretary of the State
that a registered limited liability partnership has failed to maintain a
statutory agent for service, the Secretary of the State may notify such
registered limited liability partnership by [registered or certified]
electronic mail addressed to such registered limited liability partnership
[at its principal office] and sent to such registered limited liability
partnership's electronic mail address as last shown on [his] the
Secretary's records that under the provisions of this section the
registered limited liability partnership's rights and powers are in
default. Unless the registered limited liability partnership within three
months of the [mailing] sending of such notice files an appointment of
statutory agent for service, the Secretary of the State shall prepare and
file in his office a certificate of revocation by forfeiture stating that the
status of the registered limited liability partnership as a registered
limited liability partnership has been revoked by reason of its default.
The status of a registered limited liability partnership, including the
liability of partners for debts, obligations and liabilities of or chargeable
to the partnership, is retained until expressly revoked by the Secretary
of the State. Revocation of the status of a registered limited liability
partnership shall not affect the status of said partnership or the liabilities
of the partners thereof with regard to events, acts or omissions occurring
prior to the date of revocation.
(d) Revocation shall be effective upon the filing by the Secretary of
the State in his office of such certificate of revocation.
(e) After filing the certificate of revocation, the Secretary of the State
shall: (1) [Mail] Send a certified copy thereof to the delinquent registered
limited liability partnership addressed to such registered limited
liability partnership at its [principal office] electronic mail address as
last shown on [his] the Secretary's records; and (2) cause notice of the
filing of such certificate of revocation to be posted on the office of the Substitute Senate Bill No. 428
Public Act No. 24-111 31 of 53
Secretary of the State's Internet web site for a period of sixty days
following the date on which the Secretary of the State files the certificate
of revocation.
Sec. 29. Section 33-936 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) If the Secretary of the State determines that one or more grounds
exist under section 33-935 for revocation of a certificate of authority, [he]
the Secretary shall notify the foreign corporation by [registered or
certified] electronic mail addressed to such foreign corporation [at its
principal office] and sent to the electronic mail address as last shown on
[his] the Secretary's records that under the provisions of this section the
foreign corporation's certificate of authority is to be revoked.
(b) If the foreign corporation does not correct each ground for
revocation or demonstrate to the reasonable satisfaction of the Secretary
of the State that each ground determined by the Secretary of the State
does not exist, within ninety days after mailing of the notice, the
Secretary of the State may revoke the foreign corporation's certificate of
authority by signing a certificate of revocation that recites the ground or
grounds for revocation and its effective date. The Secretary of the State
shall file the original of the certificate and shall: (1) [Mail] Send a copy
thereof to the delinquent corporation, addressed to such [corporation at
its principal office] corporation's electronic mail address as last shown
on [his] the Secretary's records; and (2) cause notice of the filing to be
posted on the office of the Secretary of the State's Internet web site for a
period of sixty days following the date on which the Secretary of the
State files the certificate of revocation.
(c) The authority of a foreign corporation to transact business in this
state ceases on the date shown on the certificate revoking its certificate
of authority. Substitute Senate Bill No. 428
Public Act No. 24-111 32 of 53
(d) The Secretary of the State's revocation of a foreign corporation's
certificate of authority appoints the Secretary of the State the foreign
corporation's agent for service of process in any proceeding based on a
cause of action which arose during the time the foreign corporation was
authorized to transact business in this state. Service of process on the
Secretary of the State as provided in section 33-929 is service on the
foreign corporation.
(e) Revocation of a foreign corporation's certificate of authority does
not terminate the authority of the registered agent of the corporation.
Sec. 30. Section 33-1226 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) If the Secretary of the State determines that one or more grounds
exist under section 33-1225 for revocation of a certificate of authority,
[he] the Secretary shall notify such foreign corporation by [registered or
certified] electronic mail addressed to such foreign corporation at [its
principal office] such corporation's electronic mail address as last shown
on [his] the Secretary's records that under the provisions of this section
the foreign corporation's certificate of authority is to be revoked.
(b) If the foreign corporation does not correct each ground for
revocation or demonstrate to the reasonable satisfaction of the Secretary
of the State that each ground determined by the Secretary of the State
does not exist, within ninety days after [mailing] sending of the notice,
the Secretary of the State may revoke the foreign corporation's certificate
of authority by signing a certificate of revocation that recites the ground
or grounds for revocation and its effective date. The Secretary of the
State shall file the original of the certificate and shall: (1) [Mail] Send a
copy thereof to the delinquent foreign corporation, addressed to such
foreign corporation at [its principal office] such corporation's electronic
mail address as last shown on [his] the Secretary's records; and (2) cause
notice of the filing to be posted on the office of the Secretary of the State's Substitute Senate Bill No. 428
Public Act No. 24-111 33 of 53
Internet web site for a period of sixty days following the date on which
the Secretary of the State files the certificate of revocation.
(c) The authority of a foreign corporation to conduct affairs in this
state ceases on the date shown on the certificate revoking its certificate
of authority.
(d) The Secretary of the State's revocation of a foreign corporation's
certificate of authority appoints the Secretary of the State the foreign
corporation's agent for service of process in any proceeding based on a
cause of action which arose during the time the foreign corporation was
authorized to conduct affairs in this state. Service of process on the
Secretary of the State as provided in section 33-1219 is service on the
foreign corporation.
(e) Revocation of a foreign corporation's certificate of authority does
not terminate the authority of the registered agent of the corporation.
Sec. 31. Section 34-38u of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The certificate of registration of a foreign limited partnership to
transact business in this state may be revoked by the Secretary of the
State upon the conditions provided in this section when: (1) The foreign
limited partnership has failed to file its annual report with the Secretary
of the State; (2) any wilful misrepresentation has been made of any
material matter in any application, report, affidavit or other document,
submitted by such foreign limited partnership pursuant to this chapter;
(3) the foreign limited partnership is exceeding the authority conferred
upon it by this chapter; or (4) the foreign limited partnership is without
an agent upon whom process may be served in this state for sixty days
or more.
(b) On the happening of the events set out in subdivision (1), (2), (3)
or (4) of subsection (a) of this section, the Secretary of the State shall give Substitute Senate Bill No. 428
Public Act No. 24-111 34 of 53
not less than twenty days' written notice to the foreign limited
partnership that he intends to revoke the certificate of registration of
such foreign limited partnership for one of said causes, specifying the
same. Such notice shall be given by [registered or certified] electronic
mail addressed and sent to the foreign limited partnership at its
electronic mail address as last shown on the records of the Secretary of
the State. If, before expiration of the time set forth in such notice, the
foreign limited partnership establishes to the satisfaction of the
Secretary of the State that the stated cause for the revocation of its
certificate of registration did not exist at the time the notice was mailed
or, if it did exist at said time, has been cured, the Secretary of the State
shall take no further action. Otherwise, on the expiration of the time
stated in the notice, [he] the Secretary shall revoke the certificate of
registration of such foreign limited partnership to transact business in
this state.
(c) Upon revoking the certificate of registration of any foreign limited
partnership, the Secretary of the State shall file a certificate of revocation
in his office and shall: (1) [Mail] Send a copy thereof to such foreign
limited partnership at its electronic mail address as last shown on [his]
the Secretary's records; and (2) cause notice of the filing of such
certificate of revocation to be posted on the office of the Secretary of the
State's Internet web site for a period of sixty days following the date on
which the Secretary of the State files the certificate of revocation. The
filing of such certificate of revocation shall cause the authority of a
foreign limited partnership to transact business in this state to cease.
Notwithstanding the filing of the certificate of revocation, the
appointment by a foreign limited partnership of an attorney upon
whom process may be served shall continue in force as long as any
liability remains outstanding against the foreign limited partnership in
this state.
Sec. 32. Section 34-275g of the general statutes is repealed and the Substitute Senate Bill No. 428
Public Act No. 24-111 35 of 53
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The foreign registration certificate of a foreign limited liability
company to transact business in this state may be revoked by the
Secretary of the State upon the conditions provided in this section when:
(1) The foreign limited liability company has failed to file its annual
report with the Secretary of the State; (2) a wilful misrepresentation has
been made of any material matter in any application, report, affidavit or
other document, submitted by such foreign limited liability company
pursuant to sections 34-275 to 34-275i, inclusive; (3) the foreign limited
liability company is exceeding the authority conferred upon it by said
sections; or (4) the foreign limited liability company is without an agent
upon whom process may be served in this state for sixty days or more.
(b) On the happening of an event set forth in subdivision (1), (2), (3)
or (4) of subsection (a) of this section, the Secretary of the State shall give
not less than twenty days' written notice to the foreign limited liability
company that the Secretary intends to revoke the foreign registration
certificate of such foreign limited liability company for one of said
causes, specifying the same. Such notice shall be given by [registered or
certified mail] electronic mail addressed to the foreign limited liability
company at its electronic mail address as last shown on the records of
the Secretary of the State. If, before expiration of the time set forth in the
notice, the foreign limited liability company establishes to the
satisfaction of the Secretary of the State that the stated cause for the
revocation of its foreign registration certificate did not exist at the time
the notice was mailed or, if it did exist at said time, has been cured, the
Secretary of the State shall take no further action. Otherwise, on the
expiration of the time set forth in the notice, the Secretary shall revoke
the foreign registration certificate of such foreign limited liability
company to transact business in this state.
(c) Upon revoking the foreign registration certificate of any foreign
limited liability company, the Secretary of the State shall file a certificate Substitute Senate Bill No. 428
Public Act No. 24-111 36 of 53
of revocation in his office and shall: (1) [Mail] Send a copy thereof to
such foreign limited liability company at its electronic mail address as
last shown on the Secretary's records; and (2) cause notice of the filing
of such certificate of revocation to be posted on the office of the Secretary
of the State's Internet web site for a period of sixty days following the
date on which the Secretary of the State files the certificate of revocation.
The filing of such certificate of revocation shall cause the authority of a
foreign limited liability company to transact business in this state to
cease. Notwithstanding the filing of the certificate of revocation, the
appointment by a foreign limited liability company of a registered agent
upon whom process may be served shall continue in force as long as any
liability remains outstanding against the foreign limited liability
company in this state.
Sec. 33. Section 34-433 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) The certificate of authority of a foreign registered limited liability
partnership to transact business in this state may be revoked by the
Secretary of the State upon the conditions provided in this section when:
(1) The foreign registered limited liability partnership has failed to file
its annual report with the Secretary of the State; or (2) a wilful
misrepresentation has been made of any material matter in any
application, report, affidavit or other document, submitted by such
foreign registered limited liability partnership pursuant to sections 34-
300 to 34-434, inclusive.
(b) (1) Upon the happening of the events set out in subdivision (1) of
subsection (a) of this section, the Secretary of the State may revoke the
certificate of authority of such foreign registered limited liability
partnership to transact business in this state. (2) Upon determining to
revoke the certificate of authority of a foreign registered limited liability
partnership the Secretary of the State shall give not less than thirty days'
written notice to the foreign registered limited liability partnership that Substitute Senate Bill No. 428
Public Act No. 24-111 37 of 53
said Secretary intends to revoke the certificate of authority of such
foreign registered limited liability partnership for one of said causes,
specifying the same. Such notice shall be given by [first class] electronic
mail addressed to the foreign registered limited liability partnership at
its electronic mail address as last shown on the records of the Secretary
of the State. If, before expiration of the time set forth in the notice, the
foreign registered limited liability partnership establishes to the
satisfaction of the Secretary of the State that the stated cause for the
revocation of its certificate of authority did not exist at the time the
notice was mailed or, if it did exist at such time, has been cured, the
Secretary of the State shall take no further action. Otherwise, on the
expiration of the time stated in the notice, said Secretary shall revoke the
certificate of authority of such foreign registered limited liability
partnership to transact business in this state.
(c) Upon revoking the certificate of authority of any foreign registered
limited liability partnership, the Secretary of the State shall file a
certificate of revocation in his office and shall: (1) [Mail] Send a copy
thereof to such foreign registered limited liability partnership at its
address as last shown on said Secretary's records; and (2) cause notice
of the filing of such certificate of revocation to be posted on the office of
the Secretary of the State's Internet web site for a period of sixty days
following the date on which the Secretary of the State files the certificate
of revocation. The filing of such certificate shall cause the authority of a
foreign registered limited liability partnership to transact business in
this state to cease. Notwithstanding the filing of the certificate of
revocation, the appointment by a foreign registered limited liability
partnership of an attorney upon whom process may be served shall
continue in force as long as any liability remains outstanding against the
partnership in this state.
(d) The authority to transact business in this state is retained until
expressly revoked by the Secretary of the State. Revocation of the Substitute Senate Bill No. 428
Public Act No. 24-111 38 of 53
authority of a foreign registered limited liability partnership to transact
business in this state shall not affect the status of said partnership in this
state under subsection (4) of section 34-400, or the validity of the acts of
said partnership occurring prior to the effective date of revocation.
Sec. 34. (NEW) (Effective January 1, 2025) (a) No person shall transact
business in this state under any assumed or fictitious name, or under
any designation, name or style, corporate or otherwise, other than the
real name or names of the person or persons transacting such business,
unless a trade name certificate has been issued in accordance with this
section or section 35 of this act.
(b) An application for a trade name certificate shall be filed on a form
prescribed by the Secretary of the State in the office of the town clerk in
the town in which such business is, or will be, principally transacted.
(1) An application filed by a natural person or a group of natural
persons shall provide: (A) The name under which such business is, or
will be, transacted, (B) the physical address of the business located in
the town of filing, (C) the valid electronic mail address of the business,
and (D) the full name, physical address and valid electronic mail
address of each person transacting such business.
(2) For the purposes of this section, "business organization" means
any corporation, limited partnership, limited liability partnership or
limited liability company on record with the Secretary of the State. An
application filed by a business organization shall provide: (A) The name
under which such business is, or will be, transacted, (B) the business
identification number for the business organization provided by the
Secretary of the State, (C) the name of the corporation, limited
partnership, limited liability partnership or limited liability company on
file with the Secretary of the State, (D) the principal business address of
the business organization on file with the Secretary of the State, and (E)
the electronic mail address of the business organization. Substitute Senate Bill No. 428
Public Act No. 24-111 39 of 53
(c) An application for a trade name certificate shall be executed by
each natural person filing such application or, in the case of a business
organization, by an authorized officer of such business organization and
acknowledged before an authority qualified to administer oaths. The
filing fee for the trade name application shall be in accordance with
section 7-34a of the general statutes, as amended by this act.
(d) A town clerk shall issue a trade name certificate upon acceptance
of a trade name application filed in accordance with this section or
section 35 of this act. Such certificate shall be valid for a period of five
years from the date of issuance.
(e) All trade name certificates issued prior to January 1, 2025, shall
expire on December 31, 2029, unless renewed in accordance with this
act. A trade name in existence prior to January 1, 2025, may be renewed
at any time during such five-year period and the renewed trade name
shall be valid for five years from the date such renewal is accepted by
the town clerk.
Sec. 35. (NEW) (Effective January 1, 2025) (a) A trade name certificate
may be renewed not earlier than six months prior to the expiration date
of such certificate and not later than the expiration date of such
certificate. An application for renewal shall be on a form prescribed by
the Secretary of the State and provide the information required by
section 34 of this act. Upon acceptance of an application for renewal, the
town clerk shall issue a new trade name certificate, which shall be valid
for five years from the expiration date of the previous certificate. The
filing fee for a trade name renewal shall be in accordance with section 7-
34a of the general statutes, as amended by this act.
(b) Any information contained on an original application for a trade
name certificate or a renewal application may be amended by the filer
at any time prior to the expiration of the trade name certificate and the
fee for such amendment shall be in accordance with section 7-34a of the Substitute Senate Bill No. 428
Public Act No. 24-111 40 of 53
general statutes, as amended by this act.
(c) A trade name certificate may be cancelled by the filer prior to the
expiration date of the trade name certificate upon filing a cancellation of
the trade name certificate with the town clerk of the town where the
original application was filed, and the fee for such cancellation shall be
in accordance with section 7-34a of the general statutes, as amended by
this act.
Sec. 36. (NEW) (Effective January 1, 2025) (a) Each town clerk shall
keep an alphabetical index of the trade name certificates issued by such
town clerk and the natural persons, corporations, limited partnerships,
limited liability partnerships or limited liability companies filing such
trade name applications.
(b) The Secretary of the State shall create an electronic system for
town clerks to process applications for trade name certificates. Such
system shall provide for state-wide public searching of trade name
certificate information. Any town clerk utilizing such system shall be
deemed to have complied with the indexing requirements in subsection
(a) of this section. On and after January 1, 2026, the Secretary may
require town clerks to utilize the electronic system described in this
section.
Sec. 37. (NEW) (Effective January 1, 2025) (a) A copy of any trade name
certificate, certified by the town clerk from whose office the same has
been issued, shall be presumptive evidence, in all courts in this state, of
the facts contained in such certificate. The provisions of sections 34 to
36, inclusive, of this act shall not prevent the lawful use of a partnership
name or designation, if such partnership name or designation includes
the true surname of at least one of the individuals composing such
partnership.
(b) A trade name certificate shall not be required for any domestic or Substitute Senate Bill No. 428
Public Act No. 24-111 41 of 53
foreign limited partnership, limited liability partnership, limited
liability company, corporation or statutory trust registered with the
Secretary of the State pursuant to title 33 or 34 of the general statutes, as
applicable, provided such entity transacts business under the name
stated in its formation or registration document, as applicable, filed with
the Secretary of the State.
(c) Nothing in sections 34 to 38, inclusive, of this act shall require any
town clerk to determine that the trade name that is the subject of a trade
name certificate issued pursuant to section 34 or 35 of this act is unique
in the town of filing or in any other town in the state.
(d) Any person transacting business in violation of the provisions of
sections 34 to 38, inclusive, of this act shall be fined not more than five
hundred dollars, imprisoned not more than one year, or both. Failure to
comply with the provisions of sections 34 to 38, inclusive, of this act shall
be deemed to be an unfair or deceptive trade practice under subsection
(a) of section 42-110b of the general statutes.
Sec. 38. (NEW) (Effective January 1, 2025) (a) No person shall use, in
any printed advertisement, an assumed or fictitious name for the
conduct of such person's business that includes the name of any
municipality in this state in such a manner as to suggest that such
person's business is located in such municipality unless: (1) Such
person's business is, in fact, located in such municipality; or (2) such
person includes in any such printed advertisement the complete street
address of the location from which such person's business is actually
conducted, including the municipality and, if located outside of
Connecticut, the state in which such person's business is located. A
violation of any provision of this section by a person conducting
business under an assumed or fictitious name that includes the name of
a municipality in this state shall be deemed an unfair or deceptive trade
practice under subsection (a) of section 42-110b of the general statutes. Substitute Senate Bill No. 428
Public Act No. 24-111 42 of 53
(b) The provisions of this section shall not apply to the use of (1) any
trademark or service mark registered under the laws of this state or
under federal law, (2) any name that, when applied to the goods or
services of such person's business, is merely descriptive of them, or (3)
any name that is merely a surname.
(c) Nothing in this section shall be construed to impose any liability
on any publisher that relies on the written assurances of a person
placing such printed advertisement that such person has authority to
use any such assumed or fictitious name.
Sec. 39. Subdivision (1) of subsection (a) of section 7-34a of the general
statutes is repealed and the following is substituted in lieu thereof
(Effective January 1, 2025):
(a) (1) Town clerks shall receive, for recording any document, ten
dollars for the first page and five dollars for each subsequent page or
fractional part thereof, a page being not more than eight and one-half by
fourteen inches. Town clerks shall receive, for recording the information
contained in a certificate of registration for the practice of any of the
healing arts, five dollars. Town clerks shall receive, for recording
documents conforming to, or substantially similar to, section 47-36c,
which are clearly entitled "statutory form" in the heading of such
documents, as follows: For the first page of a warranty deed, a quitclaim
deed, a mortgage deed, or an assignment of mortgage, ten dollars; for
each additional page of such documents, five dollars; and for each
assignment of mortgage, subsequent to the first two assignments, two
dollars. Town clerks shall receive, for recording any document with
respect to which certain data must be submitted by each town clerk to
the Secretary of the Office of Policy and Management in accordance with
section 10-261b, two dollars in addition to the regular recording fee. Any
person who offers any written document for recording in the office of
any town clerk, which document fails to have legibly typed, printed or
stamped directly beneath the signatures the names of the persons who Substitute Senate Bill No. 428
Public Act No. 24-111 43 of 53
executed such document, the names of any witnesses thereto and the
name of the officer before whom the same was acknowledged, shall pay
one dollar in addition to the regular recording fee. Town clerks shall
receive, for recording any deed, except a mortgage deed, conveying title
to real estate, which deed does not contain the current mailing address
of the grantee, five dollars in addition to the regular recording fee. Town
clerks shall receive, for filing any document, ten dollars; for receiving
and keeping a survey or map, legally filed in the town clerk's office, ten
dollars; and for indexing such survey or map, in accordance with section
7-32, ten dollars, except with respect to indexing any such survey or map
pertaining to a subdivision of land as defined in section 8-18, in which
event town clerks shall receive twenty dollars for each such indexing.
Town clerks shall receive, for a copy, in any format, of any document
either recorded or filed in their offices, one dollar for each page or
fractional part thereof, as the case may be; for certifying any copy of the
same, two dollars; for making a copy of any survey or map, the actual
cost thereof; and for certifying such copy of a survey or map, two
dollars. Town clerks shall receive, for recording the commission and
oath of a notary public and for a trade name application, renewal,
amendment, cancellation or other filing, twenty dollars; and for
certifying under seal to the official character of a notary, five dollars.
Sec. 40. Subsection (d) of section 33-921 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective from
passage):
(d) A foreign corporation is liable to this state, for the years or parts
thereof during which it transacted business in this state without a
certificate of authority, in an amount equal to (1) all fees and taxes which
would have been imposed by law upon such corporation had it duly
applied for and received such certificate of authority to transact business
in this state, and (2) all interest and penalties imposed by law for failure
to pay such fees and taxes. A foreign corporation is further liable to this Substitute Senate Bill No. 428
Public Act No. 24-111 44 of 53
state, for each month or part thereof during which it transacted business
without a certificate of authority, in an amount equal to three hundred
dollars, except that a foreign corporation which has obtained a
certificate of authority not later than ninety days after it has commenced
transacting business in this state shall not be liable for such monthly
penalty. Such fees and penalties may be levied by the Secretary of the
State. The Attorney General shall bring such action as he may deem
necessary to recover any amounts due the state under the provisions of
this subsection including an action to restrain a foreign corporation
against which fees and penalties have been imposed pursuant to this
subsection from transacting business in this state until such time as such
fees and penalties have been paid. Any action to enforce liability under
this section shall be brought by the Attorney General not later than three
years after the date of the levy assessed by the Secretary of the State.
Sec. 41. Subsection (d) of section 33-1211 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective from
passage):
(d) A foreign corporation is liable to this state, for the years or parts
thereof during which it conducted affairs in this state without a
certificate of authority, in an amount equal to (1) all fees and taxes which
would have been imposed by law upon such corporation had it duly
applied for and received such certificate of authority to conduct affairs
in this state, and (2) all interest and penalties imposed by law for failure
to pay such fees and taxes. A foreign corporation is further liable to this
state, for each month or part thereof during which it conducted affairs
in this state without a certificate of authority, in an amount equal to
three hundred dollars, except that a foreign corporation which has
obtained a certificate of authority not later than ninety days after it has
commenced conducting affairs in this state shall not be liable for such
monthly penalty. Such fees and penalties may be levied by the Secretary
of the State. The Attorney General shall bring such action as he may Substitute Senate Bill No. 428
Public Act No. 24-111 45 of 53
deem necessary to recover any amounts due the state under the
provisions of this subsection including an action to restrain a foreign
corporation against which fees and penalties have been imposed
pursuant to this subsection from conducting affairs in this state until
such time as such fees and penalties have been paid. Any action to
enforce liability under this section shall be brought by the Attorney
General not later than three years after the date of the levy assessed by
the Secretary of the State.
Sec. 42. Subsection (g) of section 34-275a of the general statutes is
repealed and the following is substituted in lieu thereof (Effective from
passage):
(g) A foreign limited liability company which transacts business in
this state without a valid foreign registration certificate shall be liable to
this state, for each year or part thereof during which it transacted
business in this state without such certificate, in an amount equal to: (1)
All fees and taxes which would have been imposed by law upon such
limited liability company had it duly applied for and received such
registration to transact business in this state, and (2) all interest and
penalties imposed by law for failure to pay such fees and taxes. A
foreign limited liability company is further liable to this state, for each
month or part thereof during which it transacted business in this state
without a valid foreign registration certificate, in an amount equal to
three hundred dollars, except that a foreign limited liability company
which has registered with the Secretary of the State not later than ninety
days after it has commenced transacting business in this state shall not
be liable for such monthly penalty. Such fees and penalties may be
levied by the Secretary of the State. The Attorney General may bring
proceedings to recover all amounts due this state under the provisions
of this subsection not later than three years after the date of the levy
assessed by the Secretary of the State.
Sec. 43. (NEW) (Effective from passage) The Secretary of the State has Substitute Senate Bill No. 428
Public Act No. 24-111 46 of 53
the power reasonably necessary to perform the duties required of the
Secretary by sections 34-243 to 34-299, inclusive, of the general statutes.
Sec. 44. (NEW) (Effective from passage) (a) The Secretary of the State
may propound to any limited liability company subject to the provisions
of sections 34-243 to 34-299, inclusive, of the general statutes, domestic
or foreign, and to any member or manager thereof, interrogatories as
may be reasonably necessary and proper to enable the Secretary to
ascertain whether such limited liability company has complied with the
provisions of said sections applicable to such limited liability company.
Such interrogatories shall be answered within thirty days after the
mailing thereof, or within such additional time as shall be fixed by the
Secretary of the State, and the answers thereto shall be full and complete
and shall be made in writing and under oath. If such interrogatories are
directed to an individual, they shall be answered by such individual,
and, if directed to a limited liability company, they shall be answered by
any member or manager thereof.
(b) Each limited liability company, domestic or foreign, and each
member or manager of a limited liability company, domestic or foreign,
failing or refusing within the time prescribed by this section to answer
truthfully and fully interrogatories duly propounded to such company,
member or manager by the Secretary of the State as provided in
subsection (a) of this section shall be fined not more than five hundred
dollars.
(c) Interrogatories propounded by the Secretary of the State and the
answers thereto shall not be open to public inspection nor shall the
Secretary of the State disclose any facts or information obtained
therefrom except insofar as the Secretary's official duty may require the
same to be made public or if such interrogatories or the answers thereto
are required for evidence in any criminal proceedings or in any other
action by this state. Substitute Senate Bill No. 428
Public Act No. 24-111 47 of 53
Sec. 45. Subsection (c) of section 34-430 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective from
passage):
(c) A foreign registered limited liability partnership which transacts
business in this state without filing a certificate of authority under
section 34-429, as amended by this act, shall be liable to this state, for
each year or part thereof during which it transacted business in this state
without such certificate, in an amount equal to: (1) All fees and taxes
which would have been imposed by law upon such registered limited
liability partnership had it duly applied for and received such authority
to transact business in this state, and (2) all interest and penalties
imposed by law for failure to pay such fees and taxes. A foreign
registered limited liability partnership is further liable to this state, for
each month or part thereof during which it transacted business in this
state without filing a certificate of authority under section 34-429, as
amended by this act, in an amount equal to three hundred dollars,
except that a foreign registered limited liability partnership which has
filed a certificate of authority with the Secretary of the State not later
than ninety days after it has commenced transacting business in this
state shall not be liable for such monthly penalty. Such fees and penalties
may be levied by the Secretary of the State. The Attorney General may
bring proceedings to recover all amounts due this state under the
provisions of this subsection not later than three years after the date of
the levy assessed by the Secretary of the State.
Sec. 46. (NEW) (Effective from passage) The Secretary of the State has
the power reasonably necessary to perform the duties required of the
Secretary by sections 34-300 to 34-499, inclusive, of the general statutes.
Sec. 47. Subsection (d) of section 34-539 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective from
passage): Substitute Senate Bill No. 428
Public Act No. 24-111 48 of 53
(d) A foreign statutory trust which transacts business in this state
without a valid certificate of registration shall be liable to this state, for
each year or part thereof during which it transacted business in this state
without such certificate, in an amount equal to: (1) All fees and taxes
which would have been imposed by law upon such statutory trust had
it duly applied for and received such registration to transact business in
this state, and (2) all interest and penalties imposed by law for failure to
pay such fees and taxes. A foreign statutory trust is further liable to this
state, for each month or part thereof during which it transacted business
without a valid certificate of registration, in an amount equal to three
hundred dollars, except that a foreign statutory trust which has
registered with the Secretary of the State not later than ninety days after
it has commenced transacting business in this state shall not be liable for
such monthly penalty. Such fees and penalties may be levied by the
Secretary of the State. The Attorney General may bring proceedings to
recover all amounts due this state under the provisions of this
subsection not later than three years after the date of the levy assessed
by the Secretary of the State.
Sec. 48. (NEW) (Effective from passage) The Secretary of the State has
the power reasonably necessary to perform the duties required of the
Secretary by sections 34-500 to 34-599, inclusive, of the general statutes.
Sec. 49. (NEW) (Effective from passage) (a) The Secretary of the State
may propound to any statutory trust subject to the provisions of sections
34-500 to 34-599, inclusive, of the general statutes, domestic or foreign,
and to any trustee thereof, interrogatories as may be reasonably
necessary and proper to enable the Secretary to ascertain whether such
statutory trust has complied with the provisions of said sections
applicable to such statutory trust. Such interrogatories shall be
answered within thirty days after the mailing thereof, or within such
additional time as shall be fixed by the Secretary of the State, and the
answers thereto shall be full and complete and shall be made in writing Substitute Senate Bill No. 428
Public Act No. 24-111 49 of 53
and under oath. If such interrogatories are directed to an individual,
they shall be answered by such individual, and, if directed to a statutory
trust, they shall be answered by any trustee thereof.
(b) Each statutory trust, domestic or foreign, and each trustee of a
statutory trust, domestic or foreign, failing or refusing within the time
prescribed by this section to answer truthfully and fully interrogatories
duly propounded to such trust or such trustee by the Secretary of the
State as provided in subsection (a) of this section shall be fined not more
than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the
answers thereto shall not be opened to public inspection nor shall the
Secretary of the State disclose any facts or information obtained
therefrom except insofar as the Secretary's official duty may require the
same to be made public or if such interrogatories or the answers thereto
are required for evidence in any criminal proceedings or in any other
action by this state.
Sec. 50. (NEW) (Effective from passage) (a) As used in this section:
(1) "Connecticut Business Registry" means the data and filing history
of all businesses that form or register with the Secretary of the State
under titles 33 and 34 of the general statutes and made available to the
public on the state's centralized business Internet web site.
(2) "Verify" means to confirm the veracity of data submitted and
accepted by the Secretary.
(3) "Registered business entity" means any corporation, limited
liability company, limited liability partnership, limited partnership,
statutory trust or any other business entity on the Connecticut Business
Registry.
(b) The Secretary may verify the data submitted to the Connecticut Substitute Senate Bill No. 428
Public Act No. 24-111 50 of 53
Business Registry and confirm that such information has been
transmitted with the authorization of the registered business entity for
which it is filed. When verifying such data, the Secretary may prevent
the submission of data that cannot be authenticated and reject the filing
of data that cannot be authenticated. If the Secretary finds that any data
submitted cannot be verified, the Secretary may administratively
dissolve, forfeit, revoke or cancel the registered business entity in
accordance with the applicable provisions of titles 33 and 34 of the
general statutes.
(c) The Secretary may take the following measures to prevent the
fraudulent submission of data to the Connecticut Business Registry:
(1) Authenticate the identity of the person submitting a filing to the
Secretary;
(2) Authenticate any and all electronic mail addresses and cellular
telephone numbers provided in connection with a filing on the
Connecticut Business Registry, including the electronic mail address
and cellular telephone number used by the person submitting the filing
and the electronic mail address of record for the business;
(3) Require proof that the registered business entity has authorization
to use the address provided to the Secretary as the principal business
address. Such proof may include evidence that the registered business
entity or one of its principals owns or leases the property or that the
owner or lessor of the property consents to the use of the property as the
registered business entity's principal place of business;
(4) Require that all addresses submitted to the Secretary be valid
according to the United States Postal Service; and
(5) Take such other measures as the Secretary deems necessary that
further the purposes of this section and are consistent with the law of
this state. Substitute Senate Bill No. 428
Public Act No. 24-111 51 of 53
Sec. 51. (NEW) (Effective January 1, 2025) The following requirements
apply to any registered agent required to be appointed by law for any
corporation, limited liability company, limited liability partnership,
limited partnership or any other business entity that forms or is required
to register with the Secretary of the State:
(1) If the agent is a natural person, the person shall be eighteen years
of age or older and be a resident of Connecticut during all such times as
the person is named as agent. The Secretary may require proof that (A)
the name of the agent provided is the legal name of the person
appointed agent, (B) the residential address provided is the agent's
primary residence, and (C) the business address is the usual place of
business of the agent.
(2) If the agent is another registered business entity, such entity shall
be in good standing with the Secretary of the State. For the purposes of
this subparagraph, "good standing" means that the registered business
entity is active on the Secretary's records and compliant with its legal
obligation to file annual reports and maintain a registered agent.
(3) The business address provided for a registered business entity
appointed to serve as registered agent for another registered business
entity shall be the usual place of business for such agent. For the
purposes of this subdivision, "usual place of business" means a place in
this state that is customarily open during normal business hours where
a person who is authorized to perform the services of a registered agent,
including acceptance of service of process and other notifications for the
entity for which the registered agent is serving as registered agent, is
commonly present. "Usual place of business" does not include a United
States post office box or a commercial post office box.
Sec. 52. (NEW) (Effective October 1, 2024) (a) The following actions are
prohibited with respect to any data, document or record submitted to
the Secretary of the State on behalf of a business entity under title 33 or Substitute Senate Bill No. 428
Public Act No. 24-111 52 of 53
34 of the general statutes:
(1) Including the name of a person on a document filed with the
Secretary under title 33 or 34 of the general statutes without the named
person's written consent if the person is included in the filing as:
(A) The registered agent;
(B) The person causing the document to be delivered to the Secretary
for filing;
(C) The person incorporating, forming or organizing an entity;
(D) The person named as officer, director, member, manager, partner
or other principal of the entity; or
(E) Any other person required under title 33 or 34 of the general
statutes to be identified in a document filed with the Secretary.
(2) Including an address in a document filed with the Secretary under
title 33 or 34 of the general statutes without the consent of the owner or
occupant of the included address; and
(3) Delivering a document regarding an entity to the Secretary if the
person who makes the delivery lacks the necessary written consent or
authority to do so.
(b) An intentional violation of this section in connection with a filing
with the Secretary of the State shall constitute perjury under section 53a-
156 of the general statutes and shall be a class D felony.
Sec. 53. Section 34-275c of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2025):
(a) A registered foreign limited liability company shall deliver to the
Secretary of the State for filing an amendment to its foreign registration Substitute Senate Bill No. 428
Public Act No. 24-111 53 of 53
certificate if there is a change in: (1) The name of the company; or (2) the
company's governing jurisdiction.
(b) The requirements of section 34-275b, as amended by this act, for
registering a foreign limited liability company apply to obtaining an
amended registration under this section.
Sec. 54. Subdivision (2) of subsection (f) of section 14-12 of the general
statutes is repealed and the following is substituted in lieu thereof
(Effective January 1, 2025):
(2) The commissioner shall not register a motor vehicle if the
commissioner knows that the motor vehicle's equipment fails to comply
with the provisions of this chapter, provided nothing contained in this
section shall preclude the commissioner from issuing one or more
temporary registrations for a motor vehicle not previously registered in
this state. [or from issuing a temporary registration for a motor vehicle
under a trade name without a certified copy of the notice required by
section 35-1.]
Sec. 55. Subsection (c) of section 16a-22k of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2025):
(c) Each heating fuel dealer who sells under a trade name heating fuel
or who provides service for heating fuel burners shall disclose to any
consumer or potential consumer on any communication and invoice
and in any advertising, the name of the person or entity which has filed
a certificate to use such a trade name. [, as required by and pursuant to
section 35-1.]
Sec. 56. Section 35-1 of the general statutes is repealed. (Effective
January 1, 2025)