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OLR Bill Analysis
sSB 428 (File 533, as amended by Senate "A")*
AN ACT CONCERNING BUSINESS REGISTRATIONS FILED WITH
THE SECRETARY OF THE STATE.
TABLE OF CONTENTS:
SUMMARY
§§ 1-7 & 10-21 — NAICS CODE AND EMAIL REQUIREMENT
Expands the information certain business entities must include in their filings with SOTS
to include valid email addresses and their NAICS code
§§ 5 & 6 — LP’S CERTIFICATE AND ANNUAL REPORT
Eliminates the need to include the latest date of dissolution in an LP’s certification;
requires the annual reports to include the general partner’s name and business address
§§ 7-9 — ELIMINATION OF SWORN DOCUMENTS
Eliminates the need for certain business documents to be sworn to by a general partner
§§ 12 & 53 — FOREIGN REGISTRATION CERTIFICATE
Requires foreign LLCs to file an authenticated certificate of existence with SOTS when
filing or amending their foreign registration certificate
§§ 17-21 — AMENDED ANNUAL REPORTS
Requires certain business entities to file an amended annual report with SOTS if certain
information changes, and establishes a $25 fee for doing so
§§ 22 & 23 — ONLINE SUBMISSIONS OF BUSINESS FILINGS
Renames SOTS’s Commercial Recording Division as the Business Services Division and
the Records and Legislative Services Division as the Legislation and Elections
Administration Division, and allows SOTS to require the filing of documents and data
over the Internet with its Business Services Division under certain circumstances
§§ 24-33 — SOTS EMAIL NOTIFICATIONS
Makes email the mode of communication that SOTS must use to effect certain actions the
secretary is authorized to take (e.g., a corporation’s dissolution)
§§ 34-39 & 54-56 — TRADE NAMES
Expands the trade name law to, among other things, standardize the application form and
limits the validity of a trade name to five years at a time
§§ 40-42, 45 & 47 — ATTORNEY GENERAL ENF ORCEMENT
AUTHORITY 2024SB-00428-R01-BA.DOCX
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Establishes a three-year statute of limitations for the attorney general to bring
enforcement action against a business entity that operated without a certificate of
authority
§§ 43, 46 & 48 — SOTS STATUTORY AUTHORITY
Gives SOTS express authority to (a) enforce the laws governing LLCs, partnerships,
LLPs, and statutory trusts and (b) issue interrogatories to discern compliance
§§ 44 & 49 — INTERROGATORIES
Establishes the requirements for the interrogatories SOTS may issue to certain business
entities to determine compliance with the law, specifically regarding the entity’s answer;
penalties for untimely, untruthful, and incomplete answers; and confidentiality
§§ 50-52 — CONNECTICUT BUSINESS REGISTRY
Makes changes to the Connecticut Business Registry regarding authenticating and
verifying data, fraud prevention, requirements for registered agents, and penalties for
committing prohibited actions
BACKGROUND
SUMMARY
This bill makes various changes in laws that govern certain business
entities operating in the state. Among other things, the bill also expands
the trade name law, expands the authority of the Secretary of the State
(SOTS), and makes changes to the Connecticut Business Registry.
It also makes minor, technical, and conforming changes.
*Senate Amendment “A” (1) requires a filer who wants to file by
paper to prove that online submission is impractical, rather than having
it based on the secretary’s determination; (2) for the Connecticut
Business Registry, (a) requires the secretary to authenticate, rather than
validate , submitted data; (b) allows her to reject certain unauthenticated
data; and (c) allows the secretary to take certain administrative actions
(e.g., dissolve the entity), rather than referring the matter to the attorney
general; and (3) makes conforming changes.
EFFECTIVE DATE: January 1, 2025, unless stated otherwise below.
§§ 1-7 & 10-21 — NAICS CODE AND EM AIL REQUIREMENT
Expands the information certain business entities must include in their filings with SOTS
to include valid email addresses and their NAICS code
The bill requires business entities filing the documents listed in the 2024SB-00428-R01-BA.DOCX
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following table to include a valid email address and their North
American Industry Classification System (NAICS) code (i.e., a six-digit,
hierarchical coding system that classifies economic activity into 20
industry sectors). As the table indicates, current law already requires the
annual report filings to include a NAICS code and most other
documents to include an email address if the entity has one. The bill
instead requires all of the documents to include both.
Table: Current Requirements to Include Email Addresses and NAICS Codes in
Specified Business Filings
Business Filings Covered Under the Bill Current Law
Email Address NAICS Code
Corporation and nonstock corporation
incorporation certificates
Not required Not required
Foreign corporation and nonstock foreign
corporation applications for certificates of authority
Required, if any Not required
Limited Partnership (LP) certificates Required, if any Not required
Foreign LP registration applications and annual
reports
Required, if any Not required
Limited Liability Corporation (LLC) certificates of
organization
Required, if any Not required
Foreign LLC registration certificates Required, if any Not required
Limited Liability Partnership (LLP) certificates Required, if any Not required
Foreign registered LLP certificates of authority Required, if any Not required
Statutory trust certificates Not required Not required
Foreign statutory trust registrations Not required Not required
Annual reports for LPs, domestic corporations,
foreign corporations, nonstock domestic
corporations, LLCs, registered foreign LLCs,
registered LLPs, and foreign registered LLPs
Required, if any Required
The bill also makes minor and conforming changes.
§§ 5 & 6 — LP’S CERTIFICATE AND ANNUAL REPORT
Eliminates the need to include the latest date of dissolution in an LP’s certification;
requires the annual reports to include the general partner’s name and business address
The bill eliminates the current requirement that an LP include the
latest date upon which it is to dissolve in order to get a certificate of
limited partnership. It also requires each LP’s annual report to include
the general partner’s name and business address. 2024SB-00428-R01-BA.DOCX
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§§ 7-9 — ELIMINATION OF SWORN DOCUMENTS
Eliminates the need for certain business documents to be sworn to by a general partner
The bill eliminates the requirement that specified LP business filings
be sworn to by a general partner. It applies to foreign LP registration
applications, amendments, and cancellations. By law, a foreign LP must
register with SOTS before transacting business in the state. Current law
requires the partnership to submit a signed copy of these documents
that is signed and sworn to by a general partner. The bill requires the
signed documents, and not copies, to be filed.
§§ 12 & 53 — FOREIGN REGISTRATION CERTIFICATE
Requires foreign LLCs to file an authenticated certificate of existence with SOTS when
filing or amending their foreign registration certificate
In registering to do business in the state, existing law requires a
foreign LLC to deliver a foreign registration certificate to SOTS for filing.
When delivering this certificate to SOTS, the bill requires the foreign
LLC to also deliver a certificate of existence, or a similar document, duly
authenticated by SOTS or another official having custody of corporate
records in the state or country where the LLC was formed.
The bill requires a registered foreign LLC to file an amendment to its
foreign registration if there is a change in the company’s name or the
company’s governing jurisdiction. The LLC must follow the
requirements for filing the certificate for getting an amended
registration.
§§ 17-21 — AMENDED ANNUAL REPORTS
Requires certain business entities to file an amended annual report with SOTS if certain
information changes, and establishes a $25 fee for doing so
The bill requires each corporation (stock and nonstock, but not banks,
trust companies, insurance or surety companies, savings and loan
associations, credit unions, or public service companies), foreign
corporation, LLC, registered foreign LLC, registered LLP, and foreign
registered LLP to file an amended annual report with SOTS if
information required in the entity’s annual report (except the entity’s
name) changes after the most current annual report was filed and within
30 days before the month the next annual report is due. The amended 2024SB-00428-R01-BA.DOCX
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annual report must meet the annual report requirements, including the
entity’s valid email address and NAICS code.
Under the bill, the filing fee for an amended annual report is $25.
§§ 22 & 23 — ONLINE SUBMISSIONS OF BUSIN ESS FILINGS
Renames SOTS’s Commercial Recording Division as the Business Services Division and
the Records and Legislative Services Division as the Legislation and Elections
Administration Division, and allows SOTS to require the filing of documents and data
over the Internet with its Business Services Division under certain circumstances
The bill explicitly authorizes SOTS to accept document filings over
the Internet, rather than by telecopier or other electronic media. By law,
unchanged by the bill, the secretary may establish rules, fee schedules,
and regulations for document filings. The bill specifies that these rules,
fee schedules, and regulations are for filings with SOTS’s Business
Services Division.
The bill also authorizes SOTS to (1) require any Business Services
Division filing to be submitted online and (2) allow paper filings of
documents and data if the filer establishes to the secretary’s satisfaction
that online submission is impractical.
§§ 24-33 — SOTS EMAIL NOTIFICATIONS
Makes email the mode of communication that SOTS must use to effect certain actions the
secretary is authorized to take (e.g., a corporation’s dissolution)
The bill makes email the mode of communication that SOTS must use
for certain actions (e.g., notices regarding annual report filing default
and failure to maintain a registered or statutory agent for service).
Under current law, these communications must be sent by regular, first-
class, registered, or certified mail, as the case may be.
This applies to the notices and documents that under existing law
SOTS sends to the various entities, as applicable, relating to the
administrative dissolution of corporations (stock and nonstock);
revocation of foreign corporations’ certificates of authority; cancellation
by forfeiture of LPs; dissolution by forfeiture of LLCs; and revocation of
the certificate of registration for registered LLPs, foreign LPs, and
foreign LLPs. 2024SB-00428-R01-BA.DOCX
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Under the bill, SOTS must send specific notifications and documents
to the pertinent entity’s latest email address shown on the secretary’s
records.
§§ 34-39 & 54-56 — TRADE NAMES
Expands the trade name law to, among other things, standardize the application form and
limits the validity of a trade name to five years at a time
In Connecticut, a “trade name” is the term generally given to an
individual doing business under an assumed name, sometimes called
“doing business as” or “D/B/A” or sole proprietorship. The bill
expands the trade name law to, among other things:
1. standardize the application form;
2. limit a name’s validity to five years at a time;
3. allow those issued trade names before January 1, 2025, to renew
until December 31, 2029;
4. set the fees for towns to charge;
5. establish a renewal and cancellation process;
6. require SOTS to create an electronic system to process trade name
certificate applications;
7. expand the trade name exemption to additional business entities
that transact business under the name stated in its formation or
registration document; and
8. make conforming changes.
As under current law, the bill generally prohibits anyone from
transacting business in the state under an 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 individuals transacting the
business without a trade name certificate. It also makes conforming
changes.
Application (§§ 34 & 39) 2024SB-00428-R01-BA.DOCX
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The bill standardizes the trade name application by requiring it to be
filed on a SOTS-prescribed form. As under current law, the application
must be made to the town clerk’s office in the town where the business
is, or will be, principally transacted. The bill also makes separate
applications for a natural person and business entity and requires
additional information.
Natural Persons. An application filed by a natural person or a group
of natural persons must include the (1) name under which the business
is, or will be, transacted; (2) business’s physical address in the town of
filing; (3) business’s valid email address; and (4) full name and physical
and valid email address of each person transacting the business.
Business Organization. The application filed by a business
organization must include the:
1. name under which the business is, or will be, transacted;
2. business organization’s SOTS-provided business identification
number;
3. business organization’s name and principal business address on
file with SOTS; and
4. business organization’s principal business address and email
address.
Under the bill, a “business organization” means any corporation, LP,
LLP, or LLC on record with SOTS.
As under current law, the bill requires a trade name certificate
application to be executed by each natural person filing the application
or, in the case of a business organization, by an authorized officer of the
business organization. Applications must be acknowledged before an
authority qualified to administer oaths. Under the bill, the trade name
application fees are $20 each.
Validity (§ 34)
The bill requires town clerks to issue a trade name certificate upon 2024SB-00428-R01-BA.DOCX
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accepting an application filed under this provision. The certificate is
valid for five years from the issuance date. But, under the bill, a trade
name certificate issued before January 1, 2025, expires on December 31,
2029, unless it is renewed under the bill’s provisions (see below). These
trade names may be renewed at any time before the expiration date, and
the renewed trade name is valid for five years from when the town clerk
accepts the renewal.
Renewal, Amendment, and Cancellation (§§ 35 & 39)
The bill allows trade name certificates to be renewed between six
months before the certificate expires and the expiration date. A renewal
application must be on a SOTS-prescribed form and provide the
information required in the application form (see above). Upon
accepting the renewal application, the town clerk must issue a new
certificate, which is valid for five years from the previous certificate’s
expiration date.
The filer may (1) amend any information in an original application
for a certificate or renewal at any time before the certificate expires and
(2) cancel a certificate before it expires upon filing a cancellation with
the town clerk where the original application was filed.
Under the bill, the trade name renewal, amendment, and cancellation
fees are $20 each, payable to the town clerk.
Alphabetical Index and SOTS Electronic System (§ 36)
As under current law, the bill requires each town clerk to keep an
alphabetical index of trade names. But the bill specifies that the town
clerks index the certificates that they issued, as well as the trade name
applications filed by natural individuals and business organizations.
Current law requires SOTS to create an electronic system to collect
from each town clerk the trade name information required by law. The
bill requires SOTS to create an electronic system to process applications
for trade name certificates. It requires the system to allow statewide
public searching of trade name certificate information.
Under the bill, town clerks using the system are deemed compliant 2024SB-00428-R01-BA.DOCX
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with the index requirement. Starting January 1, 2026, the bill allows
SOTS to require town clerks to use the electronic system.
Presumptive Evidence (§ 37)
Under current law and the bill, a copy of any trade name certificate
that the issuing town clerk certifies is presumptive evidence in all state
courts of the facts the certificate contains. The bill’s trade name
provisions do not prevent the lawful use of a partnership name or
designation if it includes the true surname of at least one of the
individuals in the partnership.
Exemptions (§ 37)
The bill expands the business entities that are exempt from the trade
name law by exempting SOTS-registered LLPs, corporations, and
statutory trusts. As under current law, domestic or foreign limited
partnerships and LLCs are also exempt. The entity must transact
business under the name stated in its formation or registration
document, as applicable, filed with SOTS.
Trade Name Determination (§ 37)
The bill specifies that it does not require a town clerk to determine
that the trade name that is the subject of a trade name certificate issued
under the bill is unique in the town of filing or any other Connecticut
town.
Penalty (§ 37)
As under current law and the bill, anyone transacting business in
violation of the trade name provisions may be fined up to $500,
imprisoned for up to one year, or both. Failing to comply is also deemed
a Connecticut Unfair Trade Practices violation (CUTPA, see
BACKGROUND).
Assumed or Fictitious Name in Advertisement (§ 38)
As under current law, the bill prohibits individuals from using an
assumed or fictitious name in any printed advertisement in order to
conduct the person’s business that includes the name of any
municipality in a way suggesting the person’s business is in the 2024SB-00428-R01-BA.DOCX
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municipality unless the (1) business is, in fact, located in the
municipality or (2) person includes in the advertisement the complete
street address of the location where the business is actually conducted
(including the municipality and, if out-of-state, the state).
Anyone violating the advertising provision is deemed to have
committed a CUTPA violation. But the provision does not apply to the
use of any (1) trademark or service mark registered under federal or
state laws; (2) name that, when applied to goods or services of the
person’s business, is merely descriptive of them; or (3) name that is
merely a surname.
The bill specifies that it does not impose liability on any publisher
that relies on the written assurances of a person placing the
advertisement that he or she has the authority to use any assumed or
fictitious name.
§§ 40-42, 45 & 47 — ATTORNEY GENERAL ENF ORCEMENT
AUTHORITY
Establishes a three-year statute of limitations for the attorney general to bring
enforcement action against a business entity that operated without a certificate of
authority
By law, any foreign corporation (stock or nonstock), foreign LLC,
foreign registered LLP, or foreign statutory trust is liable to the state for
the time it transacted business in the state without a certificate of
authority. In such a case, SOTS may generally levy fees, taxes, interest,
and penalties.
Under the bill, the attorney general must bring any action to enforce
this liability within three years after the date SOTS assessed the levy.
EFFECTIVE DATE: Upon passage
§§ 43, 46 & 48 — SOTS STATUTORY AUTHORIT Y
Gives SOTS express authority to (a) enforce the laws governing LLCs, partnerships,
LLPs, and statutory trusts and (b) issue interrogatories to discern compliance
The bill expressly gives SOTS the power reasonably necessary to
perform the duties required of the secretary by the laws governing
LLCs, partnerships, LLPs, and statutory trusts. 2024SB-00428-R01-BA.DOCX
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EFFECTIVE DATE: Upon passage
§§ 44 & 49 — INTERROGATORIES
Establishes the requirements for the interrogatories SOTS may issue to certain business
entities to determine compliance with the law, specifically regarding the entity’s answer;
penalties for untimely, untruthful, and incomplete answers; and confidentiality
Compliance With the Uniform Limited Liability Company Act and
the Connecticut Statutory Trust Act
The bill authorizes SOTS to submit interrogatories to certain business
entities as may be reasonably necessary and proper to allow the
secretary to determine if the business has complied with the provisions
of certain statutes.
Under the bill, SOTS may direct these interrogatories to any:
1. LLC (domestic or foreign) subject to the provisions of the
Uniform Limited Liability Company Act, and to any of the LLC’s
members or managers, and
2. statutory trust (domestic or foreign) subject to the provisions of
the Connecticut Trust Act and to any of the trustees.
Answer. The answer to the interrogatories must be full and complete
and must be made in writing under oath within 30 days after the
interrogatories’ mailing or within any additional time the secretary
allows.
If the interrogatories are directed to (1) an individual, they must be
answered by the individual; (2) an LLC, they must be answered by any
member or manager; or (3) a statutory trust, they must be answered by
a trustee of the trust.
Penalty for Untimely, Untruthful, and Incomplete Answers
The bill imposes a penalty of up to $500 for any LLC, LLC member or
manager, statutory trust, and trustee that fails or refuses to answer the
interrogatories timely, truthfully, and fully.
Confidentiality
Under the bill, SOTS’s interrogatories and the related answers are not 2024SB-00428-R01-BA.DOCX
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open to public inspection and SOTS may not disclose any facts or
information obtained from them, unless the (1) secretary’s official duty
requires it to be made public or (2) interrogatories or the answers are
required for evidence in any criminal proceedings or in any other state
action.
EFFECTIVE DATE: Upon passage
§§ 50-52 — CONNECTICUT BUSINESS REGISTRY
Makes changes to the Connecticut Business Registry regarding authenticating and
verifying data, fraud prevention, requirements for registered agents, and penalties for
committing prohibited actions
The bill makes changes related to information that registered
business entities must give SOTS for the Connecticut Business Registry.
Under the bill, the “Connecticut Business Registry” is the data and
filing history of all businesses that form or register with, and are made
available to the public on, the state’s centralized business website. A
“registered business entity” is any corporation, LLC, LLP, LP, statutory
trust, or any other business entity on the Connecticut Business Registry.
Authentication and Verification of Submitted Data (§ 50)
The bill allows the secretary to verify the data submitted to the
Connecticut Business Registry and confirm that it has been transmitted
with the authorization of the registered business entity for which it is
filed. When verifying the data, the secretary may prevent data
submissions that cannot be authenticated and reject these filings. The
bill also authorizes the secretary to administratively dissolve, forfeit,
revoke, or cancel the registered business entity, if she finds that any data
submitted cannot be verified.
Fraud Prevention (§ 50)
The bill authorizes the secretary to do the following to prevent the
fraudulent submission of data to the registry:
1. authenticate the identity of the person submitting a filing;
2. authenticate any and all email addresses and cellphone numbers
provided in connection with a registry filing, including the email 2024SB-00428-R01-BA.DOCX
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address and cellphone number the person used when submitting
the filing and the business’s email address of record;
3. require proof that the registered business entity has
authorization to use the address provided as the principal
business address, which may include evidence that the (a)
business or one of its principals owns or leases the property or
(b) owner or lessor of the property allows the property to be used
as the business’s principal place of business;
4. require that all addresses submitted be valid according to the U.S.
Postal Service; and
5. take any other measures the secretary deems necessary that
further the provision’s purposes and are consistent with state
law.
Requirements for Registered Agents (§ 51)
The bill establishes the following requirements for any registered
agent required to be appointed by law for any corporation, LLC, LLP,
LP, or any other business entity that forms or is required to register with
SOTS.
Natural Person. If the agent is a natural person, he or she must be an
adult (age 18 or older) and a Connecticut resident during the time the
person is named as agent. The secretary may require proof that the (1)
name provided is the legal name of the person appointed agent, (2)
residential address provided is the agent’s primary residence, and (3)
agent’s business address is the agent’s usual place of business.
Registered Business Entity. If the agent is another registered
business entity, the entity must be in good standing with SOTS. “Good
standing” means that the registered business entity is active on SOTS
records and compliant with the entity’s legal obligation to file annual
reports and maintain a registered agent.
Business Address. The business address provided for a registered
business entity appointed to serve as a registered agent for another 2024SB-00428-R01-BA.DOCX
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registered business entity must be the agent’s usual place of business.
Under the bill, a “usual place of business” is a place in the state that is
customarily open during normal business hours where a person
authorized to serve as a registered agent, including accepting of service
of process and other notifications, is commonly present. It does not
include a U.S. post office box or a commercial post office box.
Prohibited Actions (§ 52)
Under the bill, for any data, document, or record submitted to SOTS
on behalf of a business entity, it is a prohibited action to:
1. include certain individuals’ names on a filed document without
their written consent,
2. include an address in a document filed with the secretary without
the owner’s or occupant’s consent, and
3. deliver a document about an entity to SOTS if the person making
the delivery lacks the necessary written consent or authority to
do so.
A person’s name cannot be included without consent if the person is
included in the filing as the:
1. registered agent;
2. person causing the document to be delivered to SOTS for filing;
3. person incorporating, forming, or organizing an entity;
4. person named as officer, director, member, manager, partner, or
other principal of the entity; or
5. any other person required under the relevant statutes to be
identified in a document filed with SOTS.
Penalty for Violation. Under the bill, an intentional violation of this
provision connected with a SOTS filing constitutes perjury, which is a
class D felony (punishable by up to five years in prison, a fine of up to 2024SB-00428-R01-BA.DOCX
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$5,000, or both).
EFFECTIVE DATE: Upon passage for the data validation and fraud
prevention provisions; January 1, 2025, for the provisions on registered
agents’ requirements; and October 1, 2024, for the prohibited actions
and penalty provisions.
BACKGROUND
Connecticut Unfair Trade Practices Act (CUTPA)
The law prohibits businesses from engaging in unfair and deceptive
acts or practices. CUTPA allows the consumer protection commissioner
to issue regulations defining what constitutes an unfair trade practice,
investigate complaints, issue cease and desist orders, order restitution
in cases involving less than $10,000, enter into consent agreements, ask
the attorney general to seek injunctive relief, and accept voluntary
statements of compliance. It also allows individuals to sue. Courts may
issue restraining orders; award actual and punitive damages, costs, and
reasonable attorney’s fees; and impose civil penalties of up to $5,000 for
willful violations and $25,000 for violation of a restraining order (CGS §
42-110b(a)).
Related Bill
sHB 5236, § 25, favorably reported by the General Law Committee,
among other things, allows the Department of Consumer Protection to
impose a civil penalty of up to $5,000 for CUTPA violations, after an
administrative hearing.
COMMITTEE ACTION
Judiciary Committee
Joint Favorable Substitute
Yea 25 Nay 11 (03/28/2024)