CT
Connecticut Senate Bill SB00428

Connecticut 2024 Regular Session

Connecticut Senate Bill SB00428 Compare Versions

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5+General Assembly Substitute Bill No. 428
6+February Session, 2024
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4-Substitute Senate Bill No. 428
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6-Public Act No. 24-111
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912 AN ACT CONCERNING BUSINESS REGISTRATIONS FILED WITH
1013 THE SECRETARY OF THE STATE.
1114 Be it enacted by the Senate and House of Representatives in General
1215 Assembly convened:
1316
14-Section 1. Subsection (a) of section 33-636 of the general statutes is
15-repealed and the following is substituted in lieu thereof (Effective January
16-1, 2025):
17-(a) The certificate of incorporation shall set forth: (1) A corporate
18-name for the corporation that satisfies the requirements of section 33-
19-655; (2) the number of shares the corporation is authorized to issue; (3)
20-the street and mailing address of the corporation's initial registered
21-office and the name of its initial registered agent at that office; [and] (4)
22-the name and address of each incorporator; (5) the valid electronic mail
23-address of the corporation; and (6) the corporation's North American
24-Industry Classification System Code.
25-Sec. 2. Subsection (a) of section 33-922 of the general statutes is
26-repealed and the following is substituted in lieu thereof (Effective January
27-1, 2025):
28-(a) A foreign corporation may apply for a certificate of authority to
29-transact business in this state by delivering an application to the
30-Secretary of the State for filing. The application shall set forth: (1) The Substitute Senate Bill No. 428
17+Section 1. Subsection (a) of section 33-636 of the general statutes is 1
18+repealed and the following is substituted in lieu thereof (Effective January 2
19+1, 2025): 3
20+(a) The certificate of incorporation shall set forth: (1) A corporate 4
21+name for the corporation that satisfies the requirements of section 33-5
22+655; (2) the number of shares the corporation is authorized to issue; (3) 6
23+the street and mailing address of the corporation's initial registered 7
24+office and the name of its initial registered agent at that office; [and] (4) 8
25+the name and address of each incorporator; (5) the valid electronic mail 9
26+address of the corporation; and (6) the corporation's North American 10
27+Industry Classification System Code. 11
28+Sec. 2. Subsection (a) of section 33-922 of the general statutes is 12
29+repealed and the following is substituted in lieu thereof (Effective January 13
30+1, 2025): 14
31+(a) A foreign corporation may apply for a certificate of authority to 15
32+transact business in this state by delivering an application to the 16
33+Secretary of the State for filing. The application shall set forth: (1) The 17 Substitute Bill No. 428
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32-Public Act No. 24-111 2 of 53
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34-name of the foreign corporation or, if its name is unavailable for use in
35-this state, a corporate name that satisfies the requirements of section 33-
36-925; (2) the name of the state or country under whose law it is
37-incorporated; (3) its date of incorporation and period of duration; (4) the
38-street address of its principal office; (5) the address of its registered office
39-in this state and the name of its registered agent at that office; (6) the
40-valid electronic mail address [, if any,] of the corporation; [and] (7) the
41-names and respective business and residence addresses of the directors
42-and officers of the foreign corporation, except that if good cause is
43-shown, the Secretary of the State may accept business addresses in lieu
44-of business and residence addresses of the directors and officers of the
45-corporation; and (8) the foreign corporation's North American Industry
46-Classification System Code. For purposes of this section, a showing of
47-good cause shall include, but not be limited to, a showing that public
48-disclosure of the residence addresses of the corporation's directors and
49-officers may expose the personal security of such directors and officers
50-to significant risk.
51-Sec. 3. Subsection (a) of section 33-1026 of the general statutes is
52-repealed and the following is substituted in lieu thereof (Effective January
53-1, 2025):
54-(a) The certificate of incorporation shall set forth: (1) A corporate
55-name for the corporation that satisfies the requirements of section 33-
56-1045; (2) a statement that the corporation is nonprofit and that the
57-corporation shall not have or issue shares of stock or make distributions;
58-(3) whether the corporation is to have members and, if it is to have
59-members, the provisions which under section 33-1055 are required to be
60-set forth in the certificate of incorporation; (4) the street address of the
61-corporation's initial registered office and the name of its initial
62-registered agent at that office; (5) the name and address of each
63-incorporator; [and] (6) the nature of the activities to be conducted or the
64-purposes to be promoted or carried out, except that it shall be sufficient Substitute Senate Bill No. 428
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38+name of the foreign corporation or, if its name is unavailable for use in 18
39+this state, a corporate name that satisfies the requirements of section 33-19
40+925; (2) the name of the state or country under whose law it is 20
41+incorporated; (3) its date of incorporation and period of duration; (4) the 21
42+street address of its principal office; (5) the address of its registered office 22
43+in this state and the name of its registered agent at that office; (6) the 23
44+valid electronic mail address [, if any,] of the corporation; [and] (7) the 24
45+names and respective business and residence addresses of the directors 25
46+and officers of the foreign corporation, except that if good cause is 26
47+shown, the Secretary of the State may accept business addresses in lieu 27
48+of business and residence addresses of the directors and officers of the 28
49+corporation; and (8) the foreign corporation's North American Industry 29
50+Classification System Code. For purposes of this section, a showing of 30
51+good cause shall include, but not be limited to, a showing that public 31
52+disclosure of the residence addresses of the corporation's directors and 32
53+officers may expose the personal security of such directors and officers 33
54+to significant risk. 34
55+Sec. 3. Subsection (a) of section 33-1026 of the general statutes is 35
56+repealed and the following is substituted in lieu thereof (Effective January 36
57+1, 2025): 37
58+(a) The certificate of incorporation shall set forth: (1) A corporate 38
59+name for the corporation that satisfies the requirements of section 33-39
60+1045; (2) a statement that the corporation is nonprofit and that the 40
61+corporation shall not have or issue shares of stock or make distributions; 41
62+(3) whether the corporation is to have members and, if it is to have 42
63+members, the provisions which under section 33-1055 are required to be 43
64+set forth in the certificate of incorporation; (4) the street address of the 44
65+corporation's initial registered office and the name of its initial 45
66+registered agent at that office; (5) the name and address of each 46
67+incorporator; [and] (6) the nature of the activities to be conducted or the 47
68+purposes to be promoted or carried out, except that it shall be sufficient 48
69+to state, either alone or with other activities or purposes, that the 49
70+purpose of the corporation is to engage in any lawful act or activity for 50
71+which corporations may be formed under sections 33-1000 to 33-1290, 51 Substitute Bill No. 428
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68-to state, either alone or with other activities or purposes, that the
69-purpose of the corporation is to engage in any lawful act or activity for
70-which corporations may be formed under sections 33-1000 to 33-1290,
71-inclusive, and by such statement all lawful acts and activities shall be
72-within the purposes of the corporation, except for express limitations, if
73-any; (7) the valid electronic mail address of the corporation; and (8) the
74-foreign corporation's North American Industry Classification System
75-Code.
76-Sec. 4. Subsection (a) of section 33-1212 of the general statutes is
77-repealed and the following is substituted in lieu thereof (Effective January
78-1, 2025):
79-(a) A foreign corporation may apply for a certificate of authority to
80-conduct affairs in this state by delivering an application to the Secretary
81-of the State for filing. The application shall set forth: (1) The name of the
82-foreign corporation or, if its name is unavailable for use in this state, a
83-corporate name that satisfies the requirements of section 33-1215; (2) the
84-name of the state or country under whose law it is incorporated; (3) its
85-date of incorporation and period of duration; (4) the street address of its
86-principal office; (5) the address of its registered office in this state and
87-the name of its registered agent at that office; (6) the valid electronic mail
88-address [, if any,] of the corporation; [and] (7) the names and respective
89-business and residence addresses of the directors and officers of the
90-foreign corporation, except that if good cause is shown, the Secretary of
91-the State may accept business addresses in lieu of business and
92-residence addresses of the directors and officers of the corporation; and
93-(8) the foreign corporation's North American Industry Classification
94-System Code. For purposes of this section, a showing of good cause shall
95-include, but not be limited to, a showing that public disclosure of the
96-residence addresses of the corporation's directors and officers may
97-expose the personal security of such directors and officers to significant
98-risk. Substitute Senate Bill No. 428
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102-Sec. 5. Subsection (a) of section 34-10 of the general statutes is
103-repealed and the following is substituted in lieu thereof (Effective January
104-1, 2025):
105-(a) In order to form a limited partnership a certificate of limited
106-partnership must be executed as provided in section 34-10a and the
107-certificate shall set forth:
108-(1) The name of the limited partnership and the address of the office
109-required to be maintained by section 34-13b;
110-(2) The name and address of the agent for service of process required
111-to be maintained by section 34-13b;
112-(3) The name and business address of each general partner;
113-[(4) The latest date upon which the limited partnership is to dissolve;
114-(5) Any other matters the partners determine to include therein; and]
115-[(6) The] (4) The valid electronic mail address [, if any,] of the limited
116-partnership;
117-(5) The limited partnership's North American Industry Classification
118-System Code; and
119-(6) Any other matters the partners determine to include in the
120-certificate.
121-Sec. 6. Subsection (b) of section 34-13e of the general statutes is
122-repealed and the following is substituted in lieu thereof (Effective January
123-1, 2025):
124-(b) Each annual report shall set forth: (1) The name of the limited
125-partnership; (2) the address of the office of the limited partnership
126-required to be maintained by section 34-13b; (3) the valid electronic mail Substitute Senate Bill No. 428
76+inclusive, and by such statement all lawful acts and activities shall be 52
77+within the purposes of the corporation, except for express limitations, if 53
78+any; (7) the valid electronic mail address of the corporation; and (8) the 54
79+foreign corporation's North American Industry Classification System 55
80+Code. 56
81+Sec. 4. Subsection (a) of section 33-1212 of the general statutes is 57
82+repealed and the following is substituted in lieu thereof (Effective January 58
83+1, 2025): 59
84+(a) A foreign corporation may apply for a certificate of authority to 60
85+conduct affairs in this state by delivering an application to the Secretary 61
86+of the State for filing. The application shall set forth: (1) The name of the 62
87+foreign corporation or, if its name is unavailable for use in this state, a 63
88+corporate name that satisfies the requirements of section 33-1215; (2) the 64
89+name of the state or country under whose law it is incorporated; (3) its 65
90+date of incorporation and period of duration; (4) the street address of its 66
91+principal office; (5) the address of its registered office in this state and 67
92+the name of its registered agent at that office; (6) the valid electronic mail 68
93+address [, if any,] of the corporation; [and] (7) the names and respective 69
94+business and residence addresses of the directors and officers of the 70
95+foreign corporation, except that if good cause is shown, the Secretary of 71
96+the State may accept business addresses in lieu of business and 72
97+residence addresses of the directors and officers of the corporation; and 73
98+(8) the foreign corporation's North American Industry Classification 74
99+System Code. For purposes of this section, a showing of good cause shall 75
100+include, but not be limited to, a showing that public disclosure of the 76
101+residence addresses of the corporation's directors and officers may 77
102+expose the personal security of such directors and officers to significant 78
103+risk. 79
104+Sec. 5. Subsection (a) of section 34-10 of the general statutes is 80
105+repealed and the following is substituted in lieu thereof (Effective January 81
106+1, 2025): 82
107+(a) In order to form a limited partnership a certificate of limited 83 Substitute Bill No. 428
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128-Public Act No. 24-111 5 of 53
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130-address [, if any,] of the limited partnership; (4) if applicable, the name
131-and address of the statutory agent; [and (5) such additional information,
132-including the North American Industry Classification System Code, that
133-the Secretary deems pertinent for determining the principal purpose of
134-the limited partnership] (5) the name and business address of the
135-general partner; and (6) the limited partnership's North American
136-Industry Classification System Code.
137-Sec. 7. Section 34-38g of the general statutes is repealed and the
138-following is substituted in lieu thereof (Effective January 1, 2025):
139-Before transacting business in this state, a foreign limited partnership
140-shall register with the Secretary of the State. In order to register, a
141-foreign limited partnership shall submit to the Secretary of the State [a
142-signed copy of the] an application for registration as a foreign limited
143-partnership, signed [and sworn to] by a general partner and setting
144-forth: (1) The name of the foreign limited partnership and, if different,
145-the name under which it proposes to register and transact business in
146-the state; (2) the state and date of its formation; (3) the general character
147-of the business it proposes to transact in this state; (4) the name and
148-address of the agent in this state for service of process on the foreign
149-limited partnership required to be maintained by section 34-38p and an
150-acceptance of such appointment signed by the agent appointed if other
151-than the Secretary of the State; (5) the address of the office required to
152-be maintained in the state of its organization by the laws of that state,
153-or, if not so required, of the principal office of the foreign limited
154-partnership; (6) the name and business address of each general partner;
155-(7) the address of the office at which is kept a list of the names and
156-addresses of the limited partners and their capital contributions,
157-together with an undertaking by the foreign limited partnership to keep
158-those records until the foreign limited partnership registration in this
159-state is cancelled or withdrawn; (8) the date the foreign limited
160-partnership commenced transacting business in this state; [and] (9) the Substitute Senate Bill No. 428
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162-Public Act No. 24-111 6 of 53
112+partnership must be executed as provided in section 34-10a and the 84
113+certificate shall set forth: 85
114+(1) The name of the limited partnership and the address of the office 86
115+required to be maintained by section 34-13b; 87
116+(2) The name and address of the agent for service of process required 88
117+to be maintained by section 34-13b; 89
118+(3) The name and business address of each general partner; 90
119+[(4) The latest date upon which the limited partnership is to dissolve; 91
120+(5) Any other matters the partners determine to include therein; and] 92
121+[(6) The] (4) The valid electronic mail address [, if any,] of the limited 93
122+partnership; 94
123+(5) The limited partnership's North American Industry Classification 95
124+System Code; and 96
125+(6) Any other matters the partners determine to include in the 97
126+certificate. 98
127+Sec. 6. Subsection (b) of section 34-13e of the general statutes is 99
128+repealed and the following is substituted in lieu thereof (Effective January 100
129+1, 2025): 101
130+(b) Each annual report shall set forth: (1) The name of the limited 102
131+partnership; (2) the address of the office of the limited partnership 103
132+required to be maintained by section 34-13b; (3) the valid electronic mail 104
133+address [, if any,] of the limited partnership; (4) if applicable, the name 105
134+and address of the statutory agent; [and (5) such additional information, 106
135+including the North American Industry Classification System Code, that 107
136+the Secretary deems pertinent for determining the principal purpose of 108
137+the limited partnership] (5) the name and business address of the 109
138+general partner; and (6) the limited partnership's North American 110
139+Industry Classification System Code. 111 Substitute Bill No. 428
163140
164-valid electronic mail address [, if any,] of the foreign limited partnership;
165-and (10) the foreign limited partnership's North American Industry
166-Classification System Code.
167-Sec. 8. Section 34-38j of the general statutes is repealed and the
168-following is substituted in lieu thereof (Effective January 1, 2025):
169-If any statement in the application for registration of a foreign limited
170-partnership was false when made or any arrangements or other facts
171-described have changed, making the application inaccurate in any
172-respect, the foreign limited partnership shall promptly file in the office
173-of the Secretary of the State a [signed copy of a] certificate, signed [and
174-sworn to] by a general partner, correcting such statement.
175-Sec. 9. Section 34-38k of the general statutes is repealed and the
176-following is substituted in lieu thereof (Effective January 1, 2025):
177-A foreign limited partnership may cancel its registration by filing
178-with the Secretary of the State [a signed copy of] a certificate of
179-cancellation signed [and sworn to] by a general partner. A cancellation
180-does not terminate the authority of the Secretary of the State to accept
181-service of process on the foreign limited partnership with respect to
182-causes of action arising out of the transactions of business in this state.
183-Sec. 10. Subsection (b) of section 34-38s of the general statutes is
184-repealed and the following is substituted in lieu thereof (Effective January
185-1, 2025):
186-(b) Each annual report shall set forth: (1) The name of the foreign
187-limited partnership and, if different, the name under which such foreign
188-limited partnership transacts business in this state; (2) the address of the
189-office required to be maintained in the state or other jurisdiction of the
190-foreign limited partnership's organization by the laws of that state or
191-jurisdiction or, if not so required, the address of its principal office; [and]
192-(3) the valid electronic mail address [, if any,] of the foreign limited Substitute Senate Bill No. 428
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194-Public Act No. 24-111 7 of 53
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196-partnership; and (4) the foreign limited partnership's North American
197-Industry Classification System Code.
198-Sec. 11. Subsection (b) of section 34-247 of the general statutes is
199-repealed and the following is substituted in lieu thereof (Effective January
200-1, 2025):
201-(b) A certificate of organization shall state: (1) The name of the limited
202-liability company, which shall comply with section 34-243k; (2) the
203-street address and mailing address of the company's principal office; (3)
204-the name of a registered agent appointed in compliance with section 34-
205-243n, along with the street address and mailing address in this state of
206-the company's registered agent; (4) the name, business address and
207-residence address of at least one manager or member of the limited
208-liability company, except that if good cause is shown, the Secretary of
209-the State may accept a business address in lieu of the business and
210-residence addresses of such manager or member, provided, for
211-purposes of this subsection, a showing of good cause shall include, but
212-not be limited to, a showing that public disclosure of the residence
213-address of the manager or member of the limited liability company may
214-expose the personal security of such manager or member to significant
215-risk; [and] (5) the valid electronic mail address [, if any,] of the limited
216-liability company; and (6) the limited liability company's North
217-American Industry Classification System Code.
218-Sec. 12. Section 34-275b of the general statutes is repealed and the
219-following is substituted in lieu thereof (Effective January 1, 2025):
220-(a) To register to do business in this state, a foreign limited liability
221-company must deliver a foreign registration certificate to the Secretary
222-of the State for filing. The certificate shall set forth:
223-(1) The name of the company and, if the name does not comply with
224-section 34-243k, an alternate name adopted pursuant to subsection (a) Substitute Senate Bill No. 428
144+Sec. 7. Section 34-38g of the general statutes is repealed and the 112
145+following is substituted in lieu thereof (Effective January 1, 2025): 113
146+Before transacting business in this state, a foreign limited partnership 114
147+shall register with the Secretary of the State. In order to register, a 115
148+foreign limited partnership shall submit to the Secretary of the State [a 116
149+signed copy of the] an application for registration as a foreign limited 117
150+partnership, signed [and sworn to] by a general partner and setting 118
151+forth: (1) The name of the foreign limited partnership and, if different, 119
152+the name under which it proposes to register and transact business in 120
153+the state; (2) the state and date of its formation; (3) the general character 121
154+of the business it proposes to transact in this state; (4) the name and 122
155+address of the agent in this state for service of process on the foreign 123
156+limited partnership required to be maintained by section 34-38p and an 124
157+acceptance of such appointment signed by the agent appointed if other 125
158+than the Secretary of the State; (5) the address of the office required to 126
159+be maintained in the state of its organization by the laws of that state, 127
160+or, if not so required, of the principal office of the foreign limited 128
161+partnership; (6) the name and business address of each general partner; 129
162+(7) the address of the office at which is kept a list of the names and 130
163+addresses of the limited partners and their capital contributions, 131
164+together with an undertaking by the foreign limited partnership to keep 132
165+those records until the foreign limited partnership registration in this 133
166+state is cancelled or withdrawn; (8) the date the foreign limited 134
167+partnership commenced transacting business in this state; [and] (9) the 135
168+valid electronic mail address [, if any,] of the foreign limited partnership; 136
169+and (10) the foreign limited partnership's North American Industry 137
170+Classification System Code. 138
171+Sec. 8. Section 34-38j of the general statutes is repealed and the 139
172+following is substituted in lieu thereof (Effective January 1, 2025): 140
173+If any statement in the application for registration of a foreign limited 141
174+partnership was false when made or any arrangements or other facts 142
175+described have changed, making the application inaccurate in any 143
176+respect, the foreign limited partnership shall promptly file in the office 144 Substitute Bill No. 428
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226-Public Act No. 24-111 8 of 53
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228-of section 34-275e;
229-(2) That the company is a foreign limited liability company;
230-(3) The name of the company's governing jurisdiction;
231-(4) The street and mailing addresses of the company's principal office
232-and, if the law of the governing jurisdiction requires the company to
233-maintain an office in that jurisdiction, the street and mailing addresses
234-of the required office;
235-(5) The name and address of the agent in this state for service of
236-process on the foreign limited liability company required to be
237-maintained by section 34-243n and an acceptance of such appointment
238-signed by the agent appointed if other than the Secretary of the State;
239-(6) The name and respective business and residence addresses of a
240-manager or a member of the foreign limited liability company, except
241-that, if good cause is shown, the Secretary of the State may accept a
242-business address in lieu of business and residence addresses of such
243-manager or member. For the purposes of this subdivision, a showing of
244-good cause shall include, but need not be limited to, a showing that
245-public disclosure of the residence address of the manager or member of
246-the foreign limited liability company may expose the personal security
247-of such manager or member to significant risk; [and]
248-(7) The valid electronic mail address [, if any,] of the foreign limited
249-liability company; and
250-(8) The foreign limited liability company's North American Industry
251-Classification System Code.
252-(b) When delivering to the Secretary of the State a foreign registration
253-certificate that is completed in accordance with the provisions of
254-subsection (a) of this section, the foreign limited liability company shall Substitute Senate Bill No. 428
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256-Public Act No. 24-111 9 of 53
181+of the Secretary of the State a [signed copy of a] certificate, signed [and 145
182+sworn to] by a general partner, correcting such statement. 146
183+Sec. 9. Section 34-38k of the general statutes is repealed and the 147
184+following is substituted in lieu thereof (Effective January 1, 2025): 148
185+A foreign limited partnership may cancel its registration by filing 149
186+with the Secretary of the State [a signed copy of] a certificate of 150
187+cancellation signed [and sworn to] by a general partner. A cancellation 151
188+does not terminate the authority of the Secretary of the State to accept 152
189+service of process on the foreign limited partnership with respect to 153
190+causes of action arising out of the transactions of business in this state. 154
191+Sec. 10. Subsection (b) of section 34-38s of the general statutes is 155
192+repealed and the following is substituted in lieu thereof (Effective January 156
193+1, 2025): 157
194+(b) Each annual report shall set forth: (1) The name of the foreign 158
195+limited partnership and, if different, the name under which such foreign 159
196+limited partnership transacts business in this state; (2) the address of the 160
197+office required to be maintained in the state or other jurisdiction of the 161
198+foreign limited partnership's organization by the laws of that state or 162
199+jurisdiction or, if not so required, the address of its principal office; [and] 163
200+(3) the valid electronic mail address [, if any,] of the foreign limited 164
201+partnership; and (4) the foreign limited partnership's North American 165
202+Industry Classification System Code. 166
203+Sec. 11. Subsection (b) of section 34-247 of the general statutes is 167
204+repealed and the following is substituted in lieu thereof (Effective January 168
205+1, 2025): 169
206+(b) A certificate of organization shall state: (1) The name of the limited 170
207+liability company, which shall comply with section 34-243k; (2) the 171
208+street address and mailing address of the company's principal office; (3) 172
209+the name of a registered agent appointed in compliance with section 34-173
210+243n, along with the street address and mailing address in this state of 174
211+the company's registered agent; (4) the name, business address and 175 Substitute Bill No. 428
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258-also deliver a certificate of existence, or a document of similar import,
259-duly authenticated by the Secretary of the State or other official having
260-custody of corporate records in the state or country under whose law it
261-is formed.
262-Sec. 13. Subsection (a) of section 34-419 of the general statutes is
263-repealed and the following is substituted in lieu thereof (Effective January
264-1, 2025):
265-(a) To become a registered limited liability partnership, a partnership
266-shall file a certificate of limited liability partnership with the Secretary
267-of the State, stating the name of the partnership, which shall conform to
268-the requirements of section 34-406; the address of its principal office; if
269-the partnership's principal office is not located in this state, the address
270-of a registered office and the name and address of a registered agent for
271-service of process in this state, which the partnership will be required to
272-maintain under section 34-408; a brief statement of the business in which
273-the partnership engages; the valid electronic mail address [, if any,] of
274-the registered limited liability partnership; the registered limited
275-liability partnership's North American Industry Classification System
276-Code; any other matters the partnership may determine to include; and
277-that the partnership thereby applies for status as a registered limited
278-liability partnership.
279-Sec. 14. Section 34-429 of the general statutes is repealed and the
280-following is substituted in lieu thereof (Effective January 1, 2025):
281-Before transacting business in this state, a foreign registered limited
282-liability partnership shall file a certificate of authority with the Secretary
283-of the State executed by a person with authority to do so under the laws
284-of the state or other jurisdiction where it is registered as a registered
285-limited liability partnership. The certificate of authority shall set forth:
286-(1) The name of the partnership and, if different, the name under which
287-it proposes to transact business in this state, either of which shall Substitute Senate Bill No. 428
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214+LCO 7 of 52
290215
291-conform to the requirements of section 34-406; (2) the state or other
292-jurisdiction where it is registered as a registered limited liability
293-partnership and the date of its registration; (3) the name and address of
294-the agent in this state for service of process required to be maintained
295-by section 34-408 and an acceptance of such appointment signed by the
296-agent appointed; (4) the address of the office required to be maintained
297-in the state or other jurisdiction of its organization by the laws of that
298-state or jurisdiction or, if not so required, of the principal office of the
299-partnership; (5) a representation that the partnership is a "foreign
300-registered limited liability partnership" as defined in section 34-301; (6)
301-a brief statement of the business in which the partnership engages; (7)
302-the valid electronic mail address [, if any,] of the foreign registered
303-limited liability partnership; (8) the foreign registered limited liability
304-partnership's North American Industry Classification System Code; and
305-[(8)] (9) any other matters the partnership may determine to include.
306-Sec. 15. Subsection (a) of section 34-503 of the general statutes is
307-repealed and the following is substituted in lieu thereof (Effective January
308-1, 2025):
309-(a) Every statutory trust shall file a signed copy of its certificate of
310-trust with the office of the Secretary of the State. The certificate of trust
311-shall set forth:
312-(1) A name of the statutory trust that satisfies the requirements of
313-section 34-506;
314-(2) The future effective date, which shall be a date certain, of
315-effectiveness of the certificate if it is not to be effective upon the filing of
316-the certificate;
317-(3) The principal office address of the statutory trust;
318-(4) The appointment of a statutory agent for service of process, as
319-required by section 34-507; [and] Substitute Senate Bill No. 428
216+residence address of at least one manager or member of the limited 176
217+liability company, except that if good cause is shown, the Secretary of 177
218+the State may accept a business address in lieu of the business and 178
219+residence addresses of such manager or member, provided, for 179
220+purposes of this subsection, a showing of good cause shall include, but 180
221+not be limited to, a showing that public disclosure of the residence 181
222+address of the manager or member of the limited liability company may 182
223+expose the personal security of such manager or member to significant 183
224+risk; [and] (5) the valid electronic mail address [, if any,] of the limited 184
225+liability company; and (6) the limited liability company's North 185
226+American Industry Classification System Code. 186
227+Sec. 12. Section 34-275b of the general statutes is repealed and the 187
228+following is substituted in lieu thereof (Effective January 1, 2025): 188
229+(a) To register to do business in this state, a foreign limited liability 189
230+company must deliver a foreign registration certificate to the Secretary 190
231+of the State for filing. The certificate shall set forth: 191
232+(1) The name of the company and, if the name does not comply with 192
233+section 34-243k, an alternate name adopted pursuant to subsection (a) 193
234+of section 34-275e; 194
235+(2) That the company is a foreign limited liability company; 195
236+(3) The name of the company's governing jurisdiction; 196
237+(4) The street and mailing addresses of the company's principal office 197
238+and, if the law of the governing jurisdiction requires the company to 198
239+maintain an office in that jurisdiction, the street and mailing addresses 199
240+of the required office; 200
241+(5) The name and address of the agent in this state for service of 201
242+process on the foreign limited liability company required to be 202
243+maintained by section 34-243n and an acceptance of such appointment 203
244+signed by the agent appointed if other than the Secretary of the State; 204
245+(6) The name and respective business and residence addresses of a 205 Substitute Bill No. 428
320246
321-Public Act No. 24-111 11 of 53
322247
323-(5) The valid electronic mail address of the statutory trust;
324-(6) The statutory trust's North American Industry Classification
325-System Code; and
326-[(5)] (7) Any other information the trustees determine to include
327-therein.
328-Sec. 16. Section 34-531 of the general statutes is repealed and the
329-following is substituted in lieu thereof (Effective January 1, 2025):
330-Before transacting business in this state, a foreign statutory trust shall
331-register with the Secretary of the State. In order to register, a foreign
332-statutory trust shall submit to the Secretary of the State a signed copy of
333-an application for registration as a foreign statutory trust executed by a
334-person with authority to do so under the laws of the state or other
335-jurisdiction of its formation. The application shall set forth: (1) The name
336-of the foreign statutory trust and, if different, the name under which it
337-proposes to transact business in this state; (2) the state or other
338-jurisdiction where formed, and date of its organization; (3) the name and
339-address of the agent in this state for service of process on the foreign
340-statutory trust required to be maintained by section 34-532 and an
341-acceptance of such appointment signed by the agent appointed if other
342-than the Secretary of the State; (4) the address of the office required to
343-be maintained in the state or other jurisdiction of its organization by the
344-laws of that state or jurisdiction or, if not so required, of the principal
345-office of the foreign statutory trust; (5) a representation that the foreign
346-statutory trust is a "foreign statutory trust" as defined in section 34-501;
347-[and] (6) the character of the business which the statutory trust intends
348-to transact in this state; (7) the valid electronic mail address of the
349-foreign statutory trust; and (8) the foreign statutory trust's North
350-American Industry Classification System Code.
351-Sec. 17. Section 33-953 of the general statutes is repealed and the Substitute Senate Bill No. 428
248+LCO 8 of 52
352249
353-Public Act No. 24-111 12 of 53
250+manager or a member of the foreign limited liability company, except 206
251+that, if good cause is shown, the Secretary of the State may accept a 207
252+business address in lieu of business and residence addresses of such 208
253+manager or member. For the purposes of this subdivision, a showing of 209
254+good cause shall include, but need not be limited to, a showing that 210
255+public disclosure of the residence address of the manager or member of 211
256+the foreign limited liability company may expose the personal security 212
257+of such manager or member to significant risk; [and] 213
258+(7) The valid electronic mail address [, if any,] of the foreign limited 214
259+liability company; and 215
260+(8) The foreign limited liability company's North American Industry 216
261+Classification System Code. 217
262+(b) When delivering to the Secretary of the State a foreign registration 218
263+certificate that is completed in accordance with the provisions of 219
264+subsection (a) of this section, the foreign limited liability company shall 220
265+also deliver a certificate of existence, or a document of similar import, 221
266+duly authenticated by the Secretary of the State or other official having 222
267+custody of corporate records in the state or country under whose law it 223
268+is formed. 224
269+Sec. 13. Subsection (a) of section 34-419 of the general statutes is 225
270+repealed and the following is substituted in lieu thereof (Effective January 226
271+1, 2025): 227
272+(a) To become a registered limited liability partnership, a partnership 228
273+shall file a certificate of limited liability partnership with the Secretary 229
274+of the State, stating the name of the partnership, which shall conform to 230
275+the requirements of section 34-406; the address of its principal office; if 231
276+the partnership's principal office is not located in this state, the address 232
277+of a registered office and the name and address of a registered agent for 233
278+service of process in this state, which the partnership will be required to 234
279+maintain under section 34-408; a brief statement of the business in which 235
280+the partnership engages; the valid electronic mail address [, if any,] of 236
281+the registered limited liability partnership; the registered limited 237 Substitute Bill No. 428
354282
355-following is substituted in lieu thereof (Effective January 1, 2025):
356-(a) Each domestic corporation, except banks, trust companies,
357-insurance or surety companies, savings and loan associations and public
358-service companies, as defined in section 16-1, and each foreign
359-corporation authorized to transact business in this state, shall file an
360-annual report with the Secretary of the State as prescribed in this section.
361-(b) The first annual report of a domestic corporation formed prior to
362-January 1, 2020, shall be filed not later than two years after the date on
363-which the corporation filed its certificate of incorporation. The first
364-annual report of a corporation formed on or after January 1, 2020, shall
365-be filed not later than ninety days after the date on which such
366-corporation filed its certificate of incorporation. Subsequent annual
367-reports of a domestic corporation and annual reports of each foreign
368-corporation authorized to transact business in this state shall be filed by
369-electronic transmission on the anniversary date of the filing of the first
370-annual report. Upon request of a corporation, the Secretary of the State
371-may grant an exemption from the requirement to file an annual report
372-by electronic transmission if the corporation does not have the capability
373-to file by electronic transmission or make payment in an authorized
374-manner by electronic means or if other good cause is shown.
375-(c) Each annual report shall set forth: (1) The name of the corporation;
376-(2) the principal office of the corporation or, in the case of a foreign
377-corporation (A) the address of the principal office of the foreign
378-corporation in the state under the laws of which it is incorporated, (B)
379-the address of the executive offices of the foreign corporation, and (C)
380-the address of the principal office of the foreign corporation in this state,
381-if any; (3) the valid electronic mail address [, if any,] of the corporation;
382-(4) the name and address of the registered agent; (5) the names and
383-respective business and residence addresses of the directors and officers
384-of the corporation, except that if good cause is shown, the Secretary of
385-the State may accept business addresses in lieu of business and Substitute Senate Bill No. 428
386283
387-Public Act No. 24-111 13 of 53
284+LCO 9 of 52
388285
389-residence addresses of the directors and officers of the corporation; and
390-(6) [such additional information, including the North American
391-Industry Classification System Code, that the Secretary deems pertinent
392-for determining the principal purpose of the corporation] the
393-corporation's or foreign corporation's North American Industry
394-Classification System Code. For the purposes of this subsection, a
395-showing of good cause shall include, but not be limited to, a showing
396-that public disclosure of the residence addresses of the corporation's
397-directors and officers may expose the personal security of such directors
398-and officers to significant risk.
399-(d) Each annual report shall be accompanied by the required filing
400-fee. The report shall be executed as set forth in section 33-608. The
401-Secretary of the State shall deliver to each domestic corporation at its
402-principal office or electronic mail address, as shown by the Secretary's
403-records, and to each foreign corporation authorized to transact business
404-in this state at its executive offices or electronic mail address, as last
405-shown by the Secretary's records, notice that the annual report is due,
406-but failure to receive such notice shall not relieve a corporation of the
407-requirement of filing the report as provided in this section.
408-(e) If any information required in the annual report, except for the
409-corporation's name, changes after the corporation has filed its most
410-current annual report and not later than thirty days preceding the
411-month during which the corporation's next annual report becomes due,
412-the corporation shall file with the Secretary of the State an amended
413-annual report, which shall meet the requirements set forth in subsection
414-(c) of this section. The filing fee for an amended annual report is twenty-
415-five dollars.
416-Sec. 18. Section 33-1243 of the general statutes is repealed and the
417-following is substituted in lieu thereof (Effective January 1, 2025):
418-(a) Each domestic corporation, except banks, trust companies, Substitute Senate Bill No. 428
286+liability partnership's North American Industry Classification System 238
287+Code; any other matters the partnership may determine to include; and 239
288+that the partnership thereby applies for status as a registered limited 240
289+liability partnership. 241
290+Sec. 14. Section 34-429 of the general statutes is repealed and the 242
291+following is substituted in lieu thereof (Effective January 1, 2025): 243
292+Before transacting business in this state, a foreign registered limited 244
293+liability partnership shall file a certificate of authority with the Secretary 245
294+of the State executed by a person with authority to do so under the laws 246
295+of the state or other jurisdiction where it is registered as a registered 247
296+limited liability partnership. The certificate of authority shall set forth: 248
297+(1) The name of the partnership and, if different, the name under which 249
298+it proposes to transact business in this state, either of which shall 250
299+conform to the requirements of section 34-406; (2) the state or other 251
300+jurisdiction where it is registered as a registered limited liability 252
301+partnership and the date of its registration; (3) the name and address of 253
302+the agent in this state for service of process required to be maintained 254
303+by section 34-408 and an acceptance of such appointment signed by the 255
304+agent appointed; (4) the address of the office required to be maintained 256
305+in the state or other jurisdiction of its organization by the laws of that 257
306+state or jurisdiction or, if not so required, of the principal office of the 258
307+partnership; (5) a representation that the partnership is a "foreign 259
308+registered limited liability partnership" as defined in section 34-301; (6) 260
309+a brief statement of the business in which the partnership engages; (7) 261
310+the valid electronic mail address [, if any,] of the foreign registered 262
311+limited liability partnership; (8) the foreign registered limited liability 263
312+partnership's North American Industry Classification System Code; and 264
313+[(8)] (9) any other matters the partnership may determine to include. 265
314+Sec. 15. Subsection (a) of section 34-503 of the general statutes is 266
315+repealed and the following is substituted in lieu thereof (Effective January 267
316+1, 2025): 268
317+(a) Every statutory trust shall file a signed copy of its certificate of 269 Substitute Bill No. 428
419318
420-Public Act No. 24-111 14 of 53
421319
422-insurance or surety companies, savings and loan associations, credit
423-unions, public service companies, as defined in section 16-1, cemetery
424-associations and incorporated church or religious corporations, and
425-each foreign corporation authorized to conduct affairs in this state, and
426-except corporations formed before January 1, 1961, which under the law
427-in effect on December 31, 1960, were not required to file an annual
428-report, shall file an annual report with the Secretary of the State as
429-prescribed in this section.
430-(b) The first annual report of a domestic corporation formed prior to
431-January 1, 2020, shall be filed not later than two years after the date on
432-which the corporation filed its certificate of incorporation. The first
433-annual report of a corporation formed on or after January 1, 2020, shall
434-be filed not later than ninety days after the date on which such
435-corporation filed its certificate of incorporation. Subsequent annual
436-reports of a domestic corporation and annual reports of each foreign
437-corporation authorized to conduct affairs in this state shall be filed by
438-electronic transmission on the anniversary date of the filing of the first
439-annual report. Upon request of a corporation, the Secretary of the State
440-may grant an exemption from the requirement to file an annual report
441-by electronic transmission if the corporation does not have the capability
442-to file by electronic transmission or make payment in an authorized
443-manner by electronic means or if other good cause is shown.
444-(c) Each annual report shall set forth: (1) The name of the corporation
445-and, in the case of a foreign corporation, the state under the laws of
446-which it is incorporated; (2) the principal office of the corporation or, in
447-the case of a foreign corporation (A) the address of the principal office
448-of the foreign corporation in the state under the laws of which it is
449-incorporated, (B) the address of the executive offices of the foreign
450-corporation, and (C) the address of the principal office of the foreign
451-corporation in this state, if any; (3) the valid electronic mail address [, if
452-any,] of the corporation; (4) the name and address of the registered Substitute Senate Bill No. 428
320+LCO 10 of 52
453321
454-Public Act No. 24-111 15 of 53
322+trust with the office of the Secretary of the State. The certificate of trust 270
323+shall set forth: 271
324+(1) A name of the statutory trust that satisfies the requirements of 272
325+section 34-506; 273
326+(2) The future effective date, which shall be a date certain, of 274
327+effectiveness of the certificate if it is not to be effective upon the filing of 275
328+the certificate; 276
329+(3) The principal office address of the statutory trust; 277
330+(4) The appointment of a statutory agent for service of process, as 278
331+required by section 34-507; [and] 279
332+(5) The valid electronic mail address of the statutory trust; 280
333+(6) The statutory trust's North American Industry Classification 281
334+System Code; and 282
335+[(5)] (7) Any other information the trustees determine to include 283
336+therein. 284
337+Sec. 16. Section 34-531 of the general statutes is repealed and the 285
338+following is substituted in lieu thereof (Effective January 1, 2025): 286
339+Before transacting business in this state, a foreign statutory trust shall 287
340+register with the Secretary of the State. In order to register, a foreign 288
341+statutory trust shall submit to the Secretary of the State a signed copy of 289
342+an application for registration as a foreign statutory trust executed by a 290
343+person with authority to do so under the laws of the state or other 291
344+jurisdiction of its formation. The application shall set forth: (1) The name 292
345+of the foreign statutory trust and, if different, the name under which it 293
346+proposes to transact business in this state; (2) the state or other 294
347+jurisdiction where formed, and date of its organization; (3) the name and 295
348+address of the agent in this state for service of process on the foreign 296
349+statutory trust required to be maintained by section 34-532 and an 297
350+acceptance of such appointment signed by the agent appointed if other 298 Substitute Bill No. 428
455351
456-agent; (5) the names and respective business and residence addresses of
457-the directors and officers of the corporation, except that if good cause is
458-shown, the Secretary of the State may accept business addresses in lieu
459-of business and residence addresses of the directors and officers of the
460-corporation; and (6) [such additional information, including the North
461-American Industry Classification System Code, that the Secretary
462-deems pertinent for determining the principal purpose of the
463-corporation] the corporation's or foreign corporation's North American
464-Industry Classification System Code. For the purposes of this
465-subsection, a showing of good cause shall include, but not be limited to,
466-a showing that public disclosure of the residence addresses of the
467-corporation's directors and officers may expose the personal security of
468-such directors and officers to significant risk.
469-(d) Each annual report shall be accompanied by the required filing
470-fee. The report shall be executed as set forth in section 33-1004. The
471-Secretary of the State shall deliver to each domestic corporation at its
472-principal office or electronic mail address, as shown by the Secretary's
473-records, and to each foreign corporation authorized to conduct affairs in
474-this state at its executive offices or electronic mail address, as last shown
475-by the Secretary's records, notice that the annual report is due, but
476-failure to receive such notice shall not relieve a corporation of the
477-requirement of filing the report as provided in this section.
478-(e) If any information required in the annual report, except for the
479-corporation's name, changes after the corporation has filed its most
480-current annual report and not later than thirty days preceding the
481-month during which the corporation's next annual report becomes due,
482-the corporation shall file with the Secretary of the State an amended
483-annual report, which shall meet the requirements set forth in subsection
484-(c) of this section. The filing fee for an amended annual report is twenty-
485-five dollars.
486-Sec. 19. Section 34-247k of the general statutes is repealed and the Substitute Senate Bill No. 428
487352
488-Public Act No. 24-111 16 of 53
353+LCO 11 of 52
489354
490-following is substituted in lieu thereof (Effective January 1, 2025):
491-(a) A limited liability company or a registered foreign limited liability
492-company shall deliver to the Secretary of the State by electronic
493-transmission an annual report that states:
494-(1) The name of the company;
495-(2) The street address and mailing address of its principal office;
496-(3) The name, business address and residence address of at least one
497-member or manager, except that, if good cause is shown, the Secretary
498-of the State may accept a business address in lieu of business and
499-residence addresses of such manager or member. For purposes of this
500-subdivision, a showing of good cause shall include, but not be limited
501-to, a showing that public disclosure of the residence address of the
502-manager or member of the limited liability company may expose the
503-personal security of such manager or member to significant risk;
504-(4) The name and address of the registered agent;
505-(5) [An] A valid electronic mail address where the Secretary of the
506-State can communicate with the company or its filing agent; [, if the
507-company or its filing agent maintains an electronic mail address;]
508-(6) In the case of a foreign limited liability company, any alternate
509-name adopted under section 34-275e, its governing jurisdiction and if
510-the law of the governing jurisdiction requires the company to maintain
511-an office in that jurisdiction, the street and mailing addresses of the
512-required office; and
513-(7) [Such additional information, including the] The limited liability
514-company's or registered foreign limited liability company's North
515-American Industry Classification System Code. [, that the Secretary
516-deems pertinent for determining the principal purpose of the limited Substitute Senate Bill No. 428
355+than the Secretary of the State; (4) the address of the office required to 299
356+be maintained in the state or other jurisdiction of its organization by the 300
357+laws of that state or jurisdiction or, if not so required, of the principal 301
358+office of the foreign statutory trust; (5) a representation that the foreign 302
359+statutory trust is a "foreign statutory trust" as defined in section 34-501; 303
360+[and] (6) the character of the business which the statutory trust intends 304
361+to transact in this state; (7) the valid electronic mail address of the 305
362+foreign statutory trust; and (8) the foreign statutory trust's North 306
363+American Industry Classification System Code. 307
364+Sec. 17. Section 33-953 of the general statutes is repealed and the 308
365+following is substituted in lieu thereof (Effective January 1, 2025): 309
366+(a) Each domestic corporation, except banks, trust companies, 310
367+insurance or surety companies, savings and loan associations and public 311
368+service companies, as defined in section 16-1, and each foreign 312
369+corporation authorized to transact business in this state, shall file an 313
370+annual report with the Secretary of the State as prescribed in this section. 314
371+(b) The first annual report of a domestic corporation formed prior to 315
372+January 1, 2020, shall be filed not later than two years after the date on 316
373+which the corporation filed its certificate of incorporation. The first 317
374+annual report of a corporation formed on or after January 1, 2020, shall 318
375+be filed not later than ninety days after the date on which such 319
376+corporation filed its certificate of incorporation. Subsequent annual 320
377+reports of a domestic corporation and annual reports of each foreign 321
378+corporation authorized to transact business in this state shall be filed by 322
379+electronic transmission on the anniversary date of the filing of the first 323
380+annual report. Upon request of a corporation, the Secretary of the State 324
381+may grant an exemption from the requirement to file an annual report 325
382+by electronic transmission if the corporation does not have the capability 326
383+to file by electronic transmission or make payment in an authorized 327
384+manner by electronic means or if other good cause is shown. 328
385+(c) Each annual report shall set forth: (1) The name of the corporation; 329
386+(2) the principal office of the corporation or, in the case of a foreign 330 Substitute Bill No. 428
517387
518-Public Act No. 24-111 17 of 53
519388
520-liability company.]
521-(b) Information in the annual report must be current as of the date the
522-report is signed by the limited liability company or registered foreign
523-limited liability company.
524-(c) The first annual report must be filed with the Secretary of the State
525-after January first and before April first of the year following the
526-calendar year in which the limited liability company was formed or the
527-registered foreign limited liability company registered to do business in
528-this state. Subsequent annual reports must be filed with the Secretary of
529-the State after January first and before April first of each calendar year
530-thereafter.
531-(d) If an annual report does not contain the information required by
532-this section, the Secretary of the State promptly shall notify the reporting
533-limited liability company or registered foreign limited liability company
534-and return the report for correction.
535-(e) Upon the request of a limited liability company or a registered
536-foreign limited liability company, the Secretary of the State may grant
537-an exemption from the requirement to file an annual report by electronic
538-transmission if the limited liability company or the registered foreign
539-limited liability company does not have the capability to file by
540-electronic transmission or make payment in an authorized manner by
541-electronic means or if other good cause is shown. For purposes of this
542-section, electronic transmission shall be limited to online filing utilizing
543-the Internet or any newer mode of computer-aided, automated filing
544-designated by the Secretary of the State for annual report filing.
545-(f) If the manager or member named in a limited liability company's
546-or a registered foreign limited liability company's most current annual
547-report pursuant to subsection (c) of this section is replaced for such
548-purpose by another manager or member after the limited liability Substitute Senate Bill No. 428
389+LCO 12 of 52
549390
550-Public Act No. 24-111 18 of 53
391+corporation (A) the address of the principal office of the foreign 331
392+corporation in the state under the laws of which it is incorporated, (B) 332
393+the address of the executive offices of the foreign corporation, and (C) 333
394+the address of the principal office of the foreign corporation in this state, 334
395+if any; (3) the valid electronic mail address [, if any,] of the corporation; 335
396+(4) the name and address of the registered agent; (5) the names and 336
397+respective business and residence addresses of the directors and officers 337
398+of the corporation, except that if good cause is shown, the Secretary of 338
399+the State may accept business addresses in lieu of business and 339
400+residence addresses of the directors and officers of the corporation; and 340
401+(6) [such additional information, including the North American 341
402+Industry Classification System Code, that the Secretary deems pertinent 342
403+for determining the principal purpose of the corporation] the 343
404+corporation's or foreign corporation's North American Industry 344
405+Classification System Code. For the purposes of this subsection, a 345
406+showing of good cause shall include, but not be limited to, a showing 346
407+that public disclosure of the residence addresses of the corporation's 347
408+directors and officers may expose the personal security of such directors 348
409+and officers to significant risk. 349
410+(d) Each annual report shall be accompanied by the required filing 350
411+fee. The report shall be executed as set forth in section 33-608. The 351
412+Secretary of the State shall deliver to each domestic corporation at its 352
413+principal office or electronic mail address, as shown by the Secretary's 353
414+records, and to each foreign corporation authorized to transact business 354
415+in this state at its executive offices or electronic mail address, as last 355
416+shown by the Secretary's records, notice that the annual report is due, 356
417+but failure to receive such notice shall not relieve a corporation of the 357
418+requirement of filing the report as provided in this section. 358
419+(e) If any information required in the annual report, except for the 359
420+corporation's name, changes after the corporation has filed its most 360
421+current annual report and not later than thirty days preceding the 361
422+month during which the corporation's next annual report becomes due, 362
423+the corporation shall file with the Secretary of the State an amended 363
424+annual report, which shall meet the requirements set forth in subsection 364 Substitute Bill No. 428
551425
552-company has filed such annual report, but not later than thirty days
553-preceding the month during which the limited liability company's next
554-annual report becomes due, the limited liability company shall file with
555-the Secretary of the State an interim notice of change of manager or
556-member that sets forth: (1) The name of the limited liability company;
557-and (2) the name, title, business address and residence address of the
558-new manager or member and the name and title of the former manager
559-or member, except that if good cause is shown, the Secretary of the State
560-may accept a business address in lieu of the business and residence
561-addresses of the new manager or member. Any such change of manager
562-or member that occurs within the thirty-day period preceding the
563-month during which the limited liability company's next annual report
564-becomes due shall be reflected in such next annual report.
565-(g) If any information required in the annual report, except for the
566-limited liability company's name, changes after the limited liability
567-company has filed its most current annual report and not later than
568-thirty days preceding the month during which the limited liability
569-company's next annual report becomes due, the limited liability
570-company shall file with the Secretary of the State an amended annual
571-report, which shall meet the requirements set forth in subsection (a) of
572-this section. The filing fee for an amended annual report is twenty-five
573-dollars.
574-Sec. 20. Section 34-420 of the general statutes is repealed and the
575-following is substituted in lieu thereof (Effective January 1, 2025):
576-(a) Each registered limited liability partnership shall file an annual
577-report by electronic transmission with the Secretary of the State, which
578-report shall be due upon the anniversary of the filing of a certificate of
579-limited liability partnership pursuant to section 34-419, as amended by
580-this act. Upon request of a registered limited liability partnership, the
581-Secretary of the State may grant an exemption from the requirement to
582-file an annual report by electronic transmission if the registered limited Substitute Senate Bill No. 428
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585428
586-liability partnership does not have the capability to file by electronic
587-transmission or make payment in an authorized manner by electronic
588-means or if other good cause is shown.
589-(b) Each annual report shall set forth: (1) The name of the registered
590-limited liability partnership; (2) the registered limited liability
591-partnership's current principal office address; (3) the valid electronic
592-mail address [, if any,] of the registered limited liability partnership; (4)
593-the name and address of the registered agent; and (5) [such additional
594-information, including the North American Industry Classification
595-System Code, that the Secretary deems pertinent for determining the
596-principal purpose of the limited liability partnership] the registered
597-limited liability partnership's North American Industry Classification
598-System Code.
599-(c) Each annual report shall be executed in accordance with section
600-34-410 and be accompanied by the filing fee established in section 34-
601-413. The Secretary of the State shall deliver to each registered limited
602-liability partnership at its principal office or electronic mail address, as
603-shown on the Secretary's records, notice that the annual report is due,
604-but failure to receive such notice shall not relieve a registered limited
605-liability partnership of the requirement of filing the report as provided
606-in this section.
607-(d) If any information required in the annual report, except for the
608-registered limited liability partnership's name, changes after the
609-registered limited liability partnership has filed its most current annual
610-report and not later than thirty days preceding the month during which
611-the registered limited liability partnership's next annual report becomes
612-due, the registered limited liability partnership shall file with the
613-Secretary of the State an amended annual report, which shall meet the
614-requirements set forth in subsection (b) of this section. The filing fee for
615-an amended annual report is twenty-five dollars. Substitute Senate Bill No. 428
429+(c) of this section. The filing fee for an amended annual report is twenty-365
430+five dollars. 366
431+Sec. 18. Section 33-1243 of the general statutes is repealed and the 367
432+following is substituted in lieu thereof (Effective January 1, 2025): 368
433+(a) Each domestic corporation, except banks, trust companies, 369
434+insurance or surety companies, savings and loan associations, credit 370
435+unions, public service companies, as defined in section 16-1, cemetery 371
436+associations and incorporated church or religious corporations, and 372
437+each foreign corporation authorized to conduct affairs in this state, and 373
438+except corporations formed before January 1, 1961, which under the law 374
439+in effect on December 31, 1960, were not required to file an annual 375
440+report, shall file an annual report with the Secretary of the State as 376
441+prescribed in this section. 377
442+(b) The first annual report of a domestic corporation formed prior to 378
443+January 1, 2020, shall be filed not later than two years after the date on 379
444+which the corporation filed its certificate of incorporation. The first 380
445+annual report of a corporation formed on or after January 1, 2020, shall 381
446+be filed not later than ninety days after the date on which such 382
447+corporation filed its certificate of incorporation. Subsequent annual 383
448+reports of a domestic corporation and annual reports of each foreign 384
449+corporation authorized to conduct affairs in this state shall be filed by 385
450+electronic transmission on the anniversary date of the filing of the first 386
451+annual report. Upon request of a corporation, the Secretary of the State 387
452+may grant an exemption from the requirement to file an annual report 388
453+by electronic transmission if the corporation does not have the capability 389
454+to file by electronic transmission or make payment in an authorized 390
455+manner by electronic means or if other good cause is shown. 391
456+(c) Each annual report shall set forth: (1) The name of the corporation 392
457+and, in the case of a foreign corporation, the state under the laws of 393
458+which it is incorporated; (2) the principal office of the corporation or, in 394
459+the case of a foreign corporation (A) the address of the principal office 395
460+of the foreign corporation in the state under the laws of which it is 396 Substitute Bill No. 428
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617-Public Act No. 24-111 20 of 53
618462
619-Sec. 21. Section 34-431 of the general statutes is repealed and the
620-following is substituted in lieu thereof (Effective January 1, 2025):
621-(a) A foreign registered limited liability partnership authorized to
622-transact business in this state shall file an annual report by electronic
623-transmission with the office of the Secretary of the State which report
624-shall be due upon the anniversary of such foreign registered limited
625-liability partnership's certificate of authority pursuant to section 34-429,
626-as amended by this act. Upon request of a foreign registered limited
627-liability partnership, the Secretary of the State may grant an exemption
628-from the requirement to file an annual report by electronic transmission
629-if the foreign registered limited liability partnership does not have the
630-capability to file by electronic transmission or make payment in an
631-authorized manner by electronic means or if other good cause is shown.
632-(b) Each annual report shall set forth: (1) The name of the foreign
633-registered limited liability partnership and, if different, the name under
634-which such foreign registered limited liability partnership transacts
635-business in this state; (2) the address of the office required to be
636-maintained in the state or other jurisdiction of the foreign registered
637-limited liability partnership's organization by the laws of that state or
638-jurisdiction or, if not so required, the address of its principal office; (3)
639-the valid electronic mail address [, if any,] of the foreign registered
640-limited liability partnership; (4) the name and address of the statutory
641-agent; and (5) [such additional information, including the North
642-American Industry Classification System Code, that the Secretary
643-deems pertinent for determining the principal purpose of the foreign
644-registered limited liability partnership] the foreign registered limited
645-liability partnership's North American Industry Classification System
646-Code.
647-(c) Each annual report shall be executed in accordance with section
648-34-410, and be accompanied by the filing fee established in section 34-
649-413. The Secretary of the State shall deliver to each foreign registered Substitute Senate Bill No. 428
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650464
651-Public Act No. 24-111 21 of 53
465+incorporated, (B) the address of the executive offices of the foreign 397
466+corporation, and (C) the address of the principal office of the foreign 398
467+corporation in this state, if any; (3) the valid electronic mail address [, if 399
468+any,] of the corporation; (4) the name and address of the registered 400
469+agent; (5) the names and respective business and residence addresses of 401
470+the directors and officers of the corporation, except that if good cause is 402
471+shown, the Secretary of the State may accept business addresses in lieu 403
472+of business and residence addresses of the directors and officers of the 404
473+corporation; and (6) [such additional information, including the North 405
474+American Industry Classification System Code, that the Secretary 406
475+deems pertinent for determining the principal purpose of the 407
476+corporation] the corporation's or foreign corporation's North American 408
477+Industry Classification System Code. For the purposes of this 409
478+subsection, a showing of good cause shall include, but not be limited to, 410
479+a showing that public disclosure of the residence addresses of the 411
480+corporation's directors and officers may expose the personal security of 412
481+such directors and officers to significant risk. 413
482+(d) Each annual report shall be accompanied by the required filing 414
483+fee. The report shall be executed as set forth in section 33-1004. The 415
484+Secretary of the State shall deliver to each domestic corporation at its 416
485+principal office or electronic mail address, as shown by the Secretary's 417
486+records, and to each foreign corporation authorized to conduct affairs in 418
487+this state at its executive offices or electronic mail address, as last shown 419
488+by the Secretary's records, notice that the annual report is due, but 420
489+failure to receive such notice shall not relieve a corporation of the 421
490+requirement of filing the report as provided in this section. 422
491+(e) If any information required in the annual report, except for the 423
492+corporation's name, changes after the corporation has filed its most 424
493+current annual report and not later than thirty days preceding the 425
494+month during which the corporation's next annual report becomes due, 426
495+the corporation shall file with the Secretary of the State an amended 427
496+annual report, which shall meet the requirements set forth in subsection 428
497+(c) of this section. The filing fee for an amended annual report is twenty-429
498+five dollars. 430 Substitute Bill No. 428
652499
653-limited liability partnership at its principal office or electronic mail
654-address, as shown on the Secretary's records, notice that the annual
655-report is due, but failure to receive such notice shall not relieve a foreign
656-registered limited liability partnership of the requirement of filing the
657-report as provided in this section.
658-(d) If any information required in the annual report, except for the
659-foreign registered limited liability partnership's name, changes after the
660-foreign registered limited liability partnership has filed its most current
661-annual report and not later than thirty days preceding the month during
662-which the limited liability partnership's next annual report becomes
663-due, the foreign registered limited liability partnership shall file with
664-the Secretary of the State an amended annual report, which shall meet
665-the requirements set forth in subsection (b) of this section. The filing fee
666-for an amended annual report is twenty-five dollars.
667-Sec. 22. Subsections (d) and (e) of section 3-99a of the general statutes
668-are repealed and the following is substituted in lieu thereof (Effective
669-January 1, 2025):
670-(d) In the performance of their functions, the [Commercial Recording]
671-Business Services Division and the [Records and Legislative Services]
672-Legislation and Elections Administration Division of the office of the
673-Secretary of the State may, in the discretion of the Secretary, provide
674-expedited services. The Secretary shall provide for the establishment
675-and administration of a system of payment for such expedited services
676-and may include in such system prepaid deposit accounts. The Secretary
677-shall charge, in addition to the filing fees provided for by law, the sum
678-of fifty dollars for each expedited service provided. The filing fee and
679-the expediting fee shall be paid by the person requesting the information
680-and documents, in such manner as required by the Secretary. The
681-Secretary may promulgate rules and regulations necessary to establish
682-guidelines for the use of expedited services and shall establish fees, in
683-addition to the expediting fee, for expedited electronic data processing Substitute Senate Bill No. 428
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686502
687-services which cover the cost of such services.
688-(e) (1) The Secretary of the State may accept the filing of documents
689-[by telecopier or other electronic media] and data over the Internet and
690-employ new technology, as it is developed, to aid in the performance of
691-all duties required by the law. The Secretary of the State may establish
692-rules, fee schedules and regulations, not inconsistent with the law, for
693-filing documents [by telecopier or other electronic media, for the
694-adoption, employment and use of new technology in the performance
695-of the duties of the office and for providing electronic access and other
696-related products or services that result from the employment of such
697-new technology] with the Business Services Division.
698-(2) The Secretary may require the Internet submission of any filing to
699-the Business Services Division under titles 33, 34 and 42a, except the
700-Secretary may permit the paper filing of such documents and data if the
701-filer establishes to the satisfaction of the Secretary that Internet
702-submission is impracticable.
703-Sec. 23. Subsection (a) of section 3-99d of the general statutes is
704-repealed and the following is substituted in lieu thereof (Effective January
705-1, 2025):
706-(a) The [Commercial Recording] Business Services Division of the
707-office of the Secretary of the State shall establish an electronic business
708-portal as a single point of entry for business entities for purposes of
709-business registration pursuant to title 33 or 34. Such portal shall provide
710-explanatory information and electronic links provided by state agencies
711-and quasi-public agencies, including, but not limited to, the Labor
712-Department, the Workers' Compensation Commission, the
713-Departments of Economic and C ommunity Development,
714-Administrative Services, Consumer Protection, Energy and
715-Environmental Protection and Revenue Services, Connecticut
716-Innovations, Incorporated, Connecticut Licensing Info Center, The Substitute Senate Bill No. 428
503+Sec. 19. Section 34-247k of the general statutes is repealed and the 431
504+following is substituted in lieu thereof (Effective January 1, 2025): 432
505+(a) A limited liability company or a registered foreign limited liability 433
506+company shall deliver to the Secretary of the State by electronic 434
507+transmission an annual report that states: 435
508+(1) The name of the company; 436
509+(2) The street address and mailing address of its principal office; 437
510+(3) The name, business address and residence address of at least one 438
511+member or manager, except that, if good cause is shown, the Secretary 439
512+of the State may accept a business address in lieu of business and 440
513+residence addresses of such manager or member. For purposes of this 441
514+subdivision, a showing of good cause shall include, but not be limited 442
515+to, a showing that public disclosure of the residence address of the 443
516+manager or member of the limited liability company may expose the 444
517+personal security of such manager or member to significant risk; 445
518+(4) The name and address of the registered agent; 446
519+(5) [An] A valid electronic mail address where the Secretary of the 447
520+State can communicate with the company or its filing agent; [, if the 448
521+company or its filing agent maintains an electronic mail address;] 449
522+(6) In the case of a foreign limited liability company, any alternate 450
523+name adopted under section 34-275e, its governing jurisdiction and if 451
524+the law of the governing jurisdiction requires the company to maintain 452
525+an office in that jurisdiction, the street and mailing addresses of the 453
526+required office; and 454
527+(7) [Such additional information, including the] The limited liability 455
528+company's or registered foreign limited liability company's North 456
529+American Industry Classification System Code. [, that the Secretary 457
530+deems pertinent for determining the principal purpose of the limited 458
531+liability company.] 459 Substitute Bill No. 428
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718-Public Act No. 24-111 23 of 53
719533
720-United States Small Business Administration, the Connecticut Small
721-Business Development Center, the Connecticut Economic Resource
722-Center and the Connecticut Center for Advanced Technology, for the
723-purposes of assisting such business entities in determining permitting
724-and licensure requirements, identifying state revenue responsibilities
725-and benefits, and finding available state financial incentives and
726-programs related to such entities' businesses. The information provided
727-for purposes of business registration with the office of the Secretary of
728-the State may be made available to state agencies and quasi-public
729-agencies for economic development, state revenue collection and
730-statistical purposes as provided by law.
731-Sec. 24. Section 33-890 of the general statutes is repealed and the
732-following is substituted in lieu thereof (Effective January 1, 2025):
733-(a) The Secretary of the State may effect the administrative
734-dissolution of a corporation as provided in this section.
735-(b) Whenever any corporation is more than one year in default of
736-filing its annual report as required by section 33-953, as amended by this
737-act, the Secretary of the State may notify such corporation by [first class]
738-electronic mail addressed to such corporation [at its principal office] and
739-sent to the corporation's electronic mail address as last shown on the
740-Secretary's records that under the provisions of this section the
741-corporation is to be administratively dissolved. Unless the corporation,
742-within three months of the [mailing] sending of such notice, files such
743-annual report, the Secretary of the State shall prepare and file in the
744-Secretary's office a certificate of administrative dissolution stating that
745-the delinquent corporation has been administratively dissolved by
746-reason of its default.
747-(c) Whenever it comes to the attention of the Secretary of the State
748-that a corporation has failed to maintain a registered agent or that such
749-registered agent cannot, with reasonable diligence, be found at the Substitute Senate Bill No. 428
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751-Public Act No. 24-111 24 of 53
536+(b) Information in the annual report must be current as of the date the 460
537+report is signed by the limited liability company or registered foreign 461
538+limited liability company. 462
539+(c) The first annual report must be filed with the Secretary of the State 463
540+after January first and before April first of the year following the 464
541+calendar year in which the limited liability company was formed or the 465
542+registered foreign limited liability company registered to do business in 466
543+this state. Subsequent annual reports must be filed with the Secretary of 467
544+the State after January first and before April first of each calendar year 468
545+thereafter. 469
546+(d) If an annual report does not contain the information required by 470
547+this section, the Secretary of the State promptly shall notify the reporting 471
548+limited liability company or registered foreign limited liability company 472
549+and return the report for correction. 473
550+(e) Upon the request of a limited liability company or a registered 474
551+foreign limited liability company, the Secretary of the State may grant 475
552+an exemption from the requirement to file an annual report by electronic 476
553+transmission if the limited liability company or the registered foreign 477
554+limited liability company does not have the capability to file by 478
555+electronic transmission or make payment in an authorized manner by 479
556+electronic means or if other good cause is shown. For purposes of this 480
557+section, electronic transmission shall be limited to online filing utilizing 481
558+the Internet or any newer mode of computer-aided, automated filing 482
559+designated by the Secretary of the State for annual report filing. 483
560+(f) If the manager or member named in a limited liability company's 484
561+or a registered foreign limited liability company's most current annual 485
562+report pursuant to subsection (c) of this section is replaced for such 486
563+purpose by another manager or member after the limited liability 487
564+company has filed such annual report, but not later than thirty days 488
565+preceding the month during which the limited liability company's next 489
566+annual report becomes due, the limited liability company shall file with 490
567+the Secretary of the State an interim notice of change of manager or 491 Substitute Bill No. 428
752568
753-address shown in the records of his office, the Secretary of the State may
754-notify such corporation by [registered or certified] electronic mail
755-addressed [to such corporation at its principal office] and sent to such
756-corporation at its electronic mail address as last shown on [his] the
757-Secretary's records that under the provisions of this section the
758-corporation is to be administratively dissolved. Unless the corporation
759-within three months of the mailing of such notice files an appointment
760-of registered agent, the Secretary of the State shall prepare and file in his
761-office a certificate of administrative dissolution stating that the
762-delinquent corporation has been administratively dissolved by reason
763-of its default.
764-(d) Dissolution shall be effective upon the filing by the Secretary of
765-the State in his office of such certificate of administrative dissolution.
766-(e) After filing the certificate of administrative dissolution, the
767-Secretary of the State shall: (1) [Mail] Send a copy thereof to the
768-delinquent corporation, addressed to such corporation at its [principal
769-office] electronic mail address as last shown on [his] the Secretary's
770-records; and (2) cause notice of the filing of such certificate of
771-administrative dissolution to be posted on the office of the Secretary of
772-the State's Internet web site for a period of sixty days following the date
773-on which the Secretary of the State files the certificate of administrative
774-dissolution.
775-Sec. 25. Section 33-1181 of the general statutes is repealed and the
776-following is substituted in lieu thereof (Effective January 1, 2025):
777-(a) The Secretary of the State may effect the administrative
778-dissolution of a corporation as provided in this section.
779-(b) Whenever any corporation is more than two years in default of
780-filing its annual report as required by section 33-1243, as amended by
781-this act, the Secretary of the State may notify such corporation by [first Substitute Senate Bill No. 428
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783-Public Act No. 24-111 25 of 53
570+LCO 17 of 52
784571
785-class] electronic mail addressed to such corporation [at its principal
786-office] and sent to the corporation's electronic mail address as last
787-shown on the Secretary's records that under the provisions of this
788-section the corporation is to be administratively dissolved. Unless the
789-corporation, within three months of the [mailing] sending of such
790-notice, files such annual report, the Secretary of the State shall prepare
791-and file in the Secretary's office a certificate of administrative dissolution
792-stating that the delinquent corporation has been administratively
793-dissolved by reason of its default.
794-(c) Whenever it comes to the attention of the Secretary of the State
795-that a corporation has failed to maintain a registered agent or that such
796-registered agent cannot, with reasonable diligence, be found at the
797-address shown in the records of his office, the Secretary of the State may
798-notify such corporation by [registered or certified] electronic mail
799-addressed to such corporation [at its principal office] sent to such
800-corporation at its electronic mail address as last shown on [his] the
801-Secretary's records that under the provisions of this section the
802-corporation is to be administratively dissolved. Unless the corporation
803-within three months of the mailing of such notice files an appointment
804-of registered agent, the Secretary of the State shall prepare and file in his
805-office a certificate of administrative dissolution stating that the
806-delinquent corporation has been administratively dissolved by reason
807-of its default.
808-(d) Dissolution shall be effective upon the filing by the Secretary of
809-the State in his office of such certificate of administrative dissolution.
810-(e) After filing the certificate of administrative dissolution, the
811-Secretary of the State shall: (1) [Mail] Send a copy thereof to the
812-delinquent corporation, addressed to such corporation at its [principal
813-office] electronic mail address as last shown on [his] the Secretary's
814-records, and (2) cause notice of the filing of such certificate of
815-administrative dissolution to be posted on the office of the Secretary of Substitute Senate Bill No. 428
572+member that sets forth: (1) The name of the limited liability company; 492
573+and (2) the name, title, business address and residence address of the 493
574+new manager or member and the name and title of the former manager 494
575+or member, except that if good cause is shown, the Secretary of the State 495
576+may accept a business address in lieu of the business and residence 496
577+addresses of the new manager or member. Any such change of manager 497
578+or member that occurs within the thirty-day period preceding the 498
579+month during which the limited liability company's next annual report 499
580+becomes due shall be reflected in such next annual report. 500
581+(g) If any information required in the annual report, except for the 501
582+limited liability company's name, changes after the limited liability 502
583+company has filed its most current annual report and not later than 503
584+thirty days preceding the month during which the limited liability 504
585+company's next annual report becomes due, the limited liability 505
586+company shall file with the Secretary of the State an amended annual 506
587+report, which shall meet the requirements set forth in subsection (a) of 507
588+this section. The filing fee for an amended annual report is twenty-five 508
589+dollars. 509
590+Sec. 20. Section 34-420 of the general statutes is repealed and the 510
591+following is substituted in lieu thereof (Effective January 1, 2025): 511
592+(a) Each registered limited liability partnership shall file an annual 512
593+report by electronic transmission with the Secretary of the State, which 513
594+report shall be due upon the anniversary of the filing of a certificate of 514
595+limited liability partnership pursuant to section 34-419, as amended by 515
596+this act. Upon request of a registered limited liability partnership, the 516
597+Secretary of the State may grant an exemption from the requirement to 517
598+file an annual report by electronic transmission if the registered limited 518
599+liability partnership does not have the capability to file by electronic 519
600+transmission or make payment in an authorized manner by electronic 520
601+means or if other good cause is shown. 521
602+(b) Each annual report shall set forth: (1) The name of the registered 522
603+limited liability partnership; (2) the registered limited liability 523 Substitute Bill No. 428
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817-Public Act No. 24-111 26 of 53
818605
819-the State's Internet web site for a period of sixty days following the date
820-on which the Secretary of the State files the certificate of administrative
821-dissolution.
822-Sec. 26. Section 34-32b of the general statutes is repealed and the
823-following is substituted in lieu thereof (Effective January 1, 2025):
824-(a) The Secretary of the State may effect the cancellation of a limited
825-partnership by forfeiture as provided in this section.
826-(b) Whenever any limited partnership is more than one year in
827-default of filing its annual report as required by section 34-13e, as
828-amended by this act, the Secretary of the State may notify such limited
829-partnership by [first class] electronic mail addressed and sent to such
830-limited partnership at its electronic mail address as last shown on the
831-Secretary's records that under the provisions of this section the limited
832-partnership's rights and powers are prima facie forfeited. Unless the
833-limited partnership, within three months of the [mailing] sending of
834-such notice, files such annual report, the Secretary of the State shall
835-prepare and file in the Secretary's office a certificate of cancellation by
836-forfeiture stating that the delinquent limited partnership's certificate has
837-been cancelled by forfeiture by reason of its default.
838-(c) Whenever it comes to the attention of the Secretary of the State
839-that a limited partnership has failed to maintain a statutory agent for
840-service, the Secretary of the State may notify such limited partnership
841-by [registered or certified] electronic mail addressed and sent to such
842-limited partnership at its electronic mail address as last shown on [his]
843-the Secretary's records that under the provisions of this section the
844-limited partnership's rights and powers are prima facie forfeited. Unless
845-the limited partnership within three months of the [mailing] sending of
846-such notice files an appointment of statutory agent for service, the
847-Secretary of the State shall prepare and file in his office a certificate of
848-cancellation by forfeiture stating that the delinquent limited Substitute Senate Bill No. 428
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849607
850-Public Act No. 24-111 27 of 53
608+partnership's current principal office address; (3) the valid electronic 524
609+mail address [, if any,] of the registered limited liability partnership; (4) 525
610+the name and address of the registered agent; and (5) [such additional 526
611+information, including the North American Industry Classification 527
612+System Code, that the Secretary deems pertinent for determining the 528
613+principal purpose of the limited liability partnership] the registered 529
614+limited liability partnership's North American Industry Classification 530
615+System Code. 531
616+(c) Each annual report shall be executed in accordance with section 532
617+34-410 and be accompanied by the filing fee established in section 34-533
618+413. The Secretary of the State shall deliver to each registered limited 534
619+liability partnership at its principal office or electronic mail address, as 535
620+shown on the Secretary's records, notice that the annual report is due, 536
621+but failure to receive such notice shall not relieve a registered limited 537
622+liability partnership of the requirement of filing the report as provided 538
623+in this section. 539
624+(d) If any information required in the annual report, except for the 540
625+registered limited liability partnership's name, changes after the 541
626+registered limited liability partnership has filed its most current annual 542
627+report and not later than thirty days preceding the month during which 543
628+the registered limited liability partnership's next annual report becomes 544
629+due, the registered limited liability partnership shall file with the 545
630+Secretary of the State an amended annual report, which shall meet the 546
631+requirements set forth in subsection (b) of this section. The filing fee for 547
632+an amended annual report is twenty-five dollars. 548
633+Sec. 21. Section 34-431 of the general statutes is repealed and the 549
634+following is substituted in lieu thereof (Effective January 1, 2025): 550
635+(a) A foreign registered limited liability partnership authorized to 551
636+transact business in this state shall file an annual report by electronic 552
637+transmission with the office of the Secretary of the State which report 553
638+shall be due upon the anniversary of such foreign registered limited 554
639+liability partnership's certificate of authority pursuant to section 34-429, 555 Substitute Bill No. 428
851640
852-partnership's certificate has been cancelled by forfeiture by reason of its
853-default.
854-(d) Cancellation shall be effective upon the filing by the Secretary of
855-the State in his office of such certificate of cancellation by forfeiture.
856-(e) After filing the certificate of cancellation by forfeiture, the
857-Secretary of the State shall: (1) [Mail a certified] Send a copy thereof to
858-the delinquent limited partnership at its electronic mail address as last
859-shown on [his] the Secretary's records; and (2) cause notice of the filing
860-of such certificate of cancellation by forfeiture to be posted on the office
861-of the Secretary of the State's Internet web site for a period of sixty days
862-following the date on which the Secretary of the State files the certificate
863-of cancellation by forfeiture.
864-Sec. 27. Section 34-267g of the general statutes is repealed and the
865-following is substituted in lieu thereof (Effective January 1, 2025):
866-(a) The Secretary of the State may effect the dissolution of a limited
867-liability company by forfeiture as provided in this section.
868-(b) Whenever it comes to the attention of the Secretary of the State
869-that a limited liability company is more than one year in default of filing
870-its annual report as required by section 34-247k, as amended by this act,
871-the Secretary of the State may notify such limited liability company by
872-[first class] electronic mail addressed to such limited liability company
873-[at its principal office] and sent to the limited liability company's
874-electronic mail address as last shown on the Secretary's records that,
875-under the provisions of this section, the limited liability company's
876-rights and powers are prima facie forfeited. Unless the limited liability
877-company, within three months of the [mailing] sending of such notice,
878-files such annual report, the Secretary of the State shall prepare and file
879-in the Secretary's office a certificate of dissolution by forfeiture stating
880-that the delinquent limited liability company has been dissolved by Substitute Senate Bill No. 428
881641
882-Public Act No. 24-111 28 of 53
642+LCO 19 of 52
883643
884-forfeiture by reason of its default.
885-(c) Whenever it comes to the attention of the Secretary of the State
886-that a delinquent limited liability company has failed to maintain a
887-registered agent for service, the Secretary of the State may notify such
888-limited liability company by [registered or certified] electronic mail
889-addressed to such limited liability company [at its principal office] and
890-sent to the limited liability company's electronic mail address as last
891-shown on [his] the Secretary's records that, under the provisions of this
892-section, the limited liability company's rights and powers are prima
893-facie forfeited. Unless the limited liability company, within three
894-months of the [mailing] sending of such notice, files an appointment of
895-a registered agent for service, the Secretary of the State shall prepare and
896-file in his office a certificate of dissolution by forfeiture stating that the
897-delinquent limited liability company has been dissolved by forfeiture by
898-reason of its default.
899-(d) Dissolution shall be effective upon the filing by the Secretary of
900-the State of such certificate of dissolution by forfeiture.
901-(e) After filing the certificate of dissolution by forfeiture, the Secretary
902-of the State shall: (1) [Mail a certified] Send a copy thereof to the
903-delinquent limited liability company addressed to such limited liability
904-company [at its principal office] electronic mail address as last shown
905-on [his] the Secretary's records; and (2) cause notice of the filing of such
906-certificate of dissolution by forfeiture to be posted on the office of the
907-Secretary of the State's Internet web site for a period of sixty days
908-following the date on which the Secretary of the State files the certificate
909-of dissolution by forfeiture.
910-(f) A limited liability company that is dissolved by forfeiture
911-continues in existence as an entity but may not carry on any activities
912-except as necessary to wind up its activities and affairs and liquidate its
913-assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or Substitute Senate Bill No. 428
644+as amended by this act. Upon request of a foreign registered limited 556
645+liability partnership, the Secretary of the State may grant an exemption 557
646+from the requirement to file an annual report by electronic transmission 558
647+if the foreign registered limited liability partnership does not have the 559
648+capability to file by electronic transmission or make payment in an 560
649+authorized manner by electronic means or if other good cause is shown. 561
650+(b) Each annual report shall set forth: (1) The name of the foreign 562
651+registered limited liability partnership and, if different, the name under 563
652+which such foreign registered limited liability partnership transacts 564
653+business in this state; (2) the address of the office required to be 565
654+maintained in the state or other jurisdiction of the foreign registered 566
655+limited liability partnership's organization by the laws of that state or 567
656+jurisdiction or, if not so required, the address of its principal office; (3) 568
657+the valid electronic mail address [, if any,] of the foreign registered 569
658+limited liability partnership; (4) the name and address of the statutory 570
659+agent; and (5) [such additional information, including the North 571
660+American Industry Classification System Code, that the Secretary 572
661+deems pertinent for determining the principal purpose of the foreign 573
662+registered limited liability partnership] the foreign registered limited 574
663+liability partnership's North American Industry Classification System 575
664+Code. 576
665+(c) Each annual report shall be executed in accordance with section 577
666+34-410, and be accompanied by the filing fee established in section 34-578
667+413. The Secretary of the State shall deliver to each foreign registered 579
668+limited liability partnership at its principal office or electronic mail 580
669+address, as shown on the Secretary's records, notice that the annual 581
670+report is due, but failure to receive such notice shall not relieve a foreign 582
671+registered limited liability partnership of the requirement of filing the 583
672+report as provided in this section. 584
673+(d) If any information required in the annual report, except for the 585
674+foreign registered limited liability partnership's name, changes after the 586
675+foreign registered limited liability partnership has filed its most current 587
676+annual report and not later than thirty days preceding the month during 588 Substitute Bill No. 428
914677
915-Public Act No. 24-111 29 of 53
916678
917-to apply for reinstatement under section 34-267b.
918-(g) The dissolution of a limited liability company by forfeiture does
919-not terminate the authority of its registered agent.
920-Sec. 28. Section 34-422 of the general statutes is repealed and the
921-following is substituted in lieu thereof (Effective January 1, 2025):
922-(a) The Secretary of the State may effect the revocation of a registered
923-limited liability partnership's certificate of registered limited liability
924-partnership as provided in this section.
925-(b) Whenever any registered limited liability partnership is more than
926-one year in default of filing its annual report, the Secretary of the State
927-may notify such registered limited liability partnership by [first class]
928-electronic mail addressed to such registered limited liability partnership
929-[at its principal office] and sent to the limited liability partnership's
930-electronic mail address as last shown in the records of said Secretary
931-that under the provisions of this section the registered limited liability
932-partnership's status as a registered limited liability partnership is to be
933-revoked by reason of its default. Unless, within three months after the
934-[mailing] sending of such notice, the registered limited liability
935-partnership files a report made out and verified in all respects as the
936-annual report of such registered limited liability partnership, the
937-Secretary of the State shall prepare and file in the office of said Secretary
938-a certificate of revocation by forfeiture stating that the status of the
939-registered limited liability partnership as a registered limited liability
940-partnership has been revoked by reason of its default. The status of a
941-registered limited liability partnership, including the liability of
942-partners for debts, obligations and liabilities of or chargeable to the
943-partnership, is retained until expressly revoked by the Secretary of the
944-State. Revocation of the status of a registered limited liability
945-partnership shall not affect the status of such partnership or the liability
946-of the partners thereof with regard to events, acts or omissions occurring Substitute Senate Bill No. 428
679+LCO 20 of 52
947680
948-Public Act No. 24-111 30 of 53
681+which the limited liability partnership's next annual report becomes 589
682+due, the foreign registered limited liability partnership shall file with 590
683+the Secretary of the State an amended annual report, which shall meet 591
684+the requirements set forth in subsection (b) of this section. The filing fee 592
685+for an amended annual report is twenty-five dollars. 593
686+Sec. 22. Subsections (d) and (e) of section 3-99a of the general statutes 594
687+are repealed and the following is substituted in lieu thereof (Effective 595
688+January 1, 2025): 596
689+(d) In the performance of their functions, the [Commercial Recording] 597
690+Business Services Division and the [Records and Legislative Services] 598
691+Legislation and Elections Administration Division of the office of the 599
692+Secretary of the State may, in the discretion of the Secretary, provide 600
693+expedited services. The Secretary shall provide for the establishment 601
694+and administration of a system of payment for such expedited services 602
695+and may include in such system prepaid deposit accounts. The Secretary 603
696+shall charge, in addition to the filing fees provided for by law, the sum 604
697+of fifty dollars for each expedited service provided. The filing fee and 605
698+the expediting fee shall be paid by the person requesting the information 606
699+and documents, in such manner as required by the Secretary. The 607
700+Secretary may promulgate rules and regulations necessary to establish 608
701+guidelines for the use of expedited services and shall establish fees, in 609
702+addition to the expediting fee, for expedited electronic data processing 610
703+services which cover the cost of such services. 611
704+(e) (1) The Secretary of the State may accept the filing of documents 612
705+[by telecopier or other electronic media] and data over the Internet and 613
706+employ new technology, as it is developed, to aid in the performance of 614
707+all duties required by the law. The Secretary of the State may establish 615
708+rules, fee schedules and regulations, not inconsistent with the law, for 616
709+filing documents [by telecopier or other electronic media, for the 617
710+adoption, employment and use of new technology in the performance 618
711+of the duties of the office and for providing electronic access and other 619
712+related products or services that result from the employment of such 620
713+new technology] with the Business Services Division. 621 Substitute Bill No. 428
949714
950-prior to the date of revocation.
951-(c) Whenever it comes to the attention of the Secretary of the State
952-that a registered limited liability partnership has failed to maintain a
953-statutory agent for service, the Secretary of the State may notify such
954-registered limited liability partnership by [registered or certified]
955-electronic mail addressed to such registered limited liability partnership
956-[at its principal office] and sent to such registered limited liability
957-partnership's electronic mail address as last shown on [his] the
958-Secretary's records that under the provisions of this section the
959-registered limited liability partnership's rights and powers are in
960-default. Unless the registered limited liability partnership within three
961-months of the [mailing] sending of such notice files an appointment of
962-statutory agent for service, the Secretary of the State shall prepare and
963-file in his office a certificate of revocation by forfeiture stating that the
964-status of the registered limited liability partnership as a registered
965-limited liability partnership has been revoked by reason of its default.
966-The status of a registered limited liability partnership, including the
967-liability of partners for debts, obligations and liabilities of or chargeable
968-to the partnership, is retained until expressly revoked by the Secretary
969-of the State. Revocation of the status of a registered limited liability
970-partnership shall not affect the status of said partnership or the liabilities
971-of the partners thereof with regard to events, acts or omissions occurring
972-prior to the date of revocation.
973-(d) Revocation shall be effective upon the filing by the Secretary of
974-the State in his office of such certificate of revocation.
975-(e) After filing the certificate of revocation, the Secretary of the State
976-shall: (1) [Mail] Send a certified copy thereof to the delinquent registered
977-limited liability partnership addressed to such registered limited
978-liability partnership at its [principal office] electronic mail address as
979-last shown on [his] the Secretary's records; and (2) cause notice of the
980-filing of such certificate of revocation to be posted on the office of the Substitute Senate Bill No. 428
981715
982-Public Act No. 24-111 31 of 53
716+LCO 21 of 52
983717
984-Secretary of the State's Internet web site for a period of sixty days
985-following the date on which the Secretary of the State files the certificate
986-of revocation.
987-Sec. 29. Section 33-936 of the general statutes is repealed and the
988-following is substituted in lieu thereof (Effective January 1, 2025):
989-(a) If the Secretary of the State determines that one or more grounds
990-exist under section 33-935 for revocation of a certificate of authority, [he]
991-the Secretary shall notify the foreign corporation by [registered or
992-certified] electronic mail addressed to such foreign corporation [at its
993-principal office] and sent to the electronic mail address as last shown on
994-[his] the Secretary's records that under the provisions of this section the
995-foreign corporation's certificate of authority is to be revoked.
996-(b) If the foreign corporation does not correct each ground for
997-revocation or demonstrate to the reasonable satisfaction of the Secretary
998-of the State that each ground determined by the Secretary of the State
999-does not exist, within ninety days after mailing of the notice, the
1000-Secretary of the State may revoke the foreign corporation's certificate of
1001-authority by signing a certificate of revocation that recites the ground or
1002-grounds for revocation and its effective date. The Secretary of the State
1003-shall file the original of the certificate and shall: (1) [Mail] Send a copy
1004-thereof to the delinquent corporation, addressed to such [corporation at
1005-its principal office] corporation's electronic mail address as last shown
1006-on [his] the Secretary's records; and (2) cause notice of the filing to be
1007-posted on the office of the Secretary of the State's Internet web site for a
1008-period of sixty days following the date on which the Secretary of the
1009-State files the certificate of revocation.
1010-(c) The authority of a foreign corporation to transact business in this
1011-state ceases on the date shown on the certificate revoking its certificate
1012-of authority. Substitute Senate Bill No. 428
718+(2) The Secretary may require the Internet submission of any filing to 622
719+the Business Services Division under titles 33, 34 and 42a, provided the 623
720+Secretary may permit paper filing of such documents and data if the 624
721+Secretary determines that Internet submission is impracticable. 625
722+Sec. 23. Subsection (a) of section 3-99d of the general statutes is 626
723+repealed and the following is substituted in lieu thereof (Effective January 627
724+1, 2025): 628
725+(a) The [Commercial Recording] Business Services Division of the 629
726+office of the Secretary of the State shall establish an electronic business 630
727+portal as a single point of entry for business entities for purposes of 631
728+business registration pursuant to title 33 or 34. Such portal shall provide 632
729+explanatory information and electronic links provided by state agencies 633
730+and quasi-public agencies, including, but not limited to, the Labor 634
731+Department, the Workers' Compensation Commission, the 635
732+Departments of Economic and Community Development, 636
733+Administrative Services, Consumer Protection, Energy and 637
734+Environmental Protection and Revenue Services, Connecticut 638
735+Innovations, Incorporated, Connecticut Licensing Info Center, The 639
736+United States Small Business Administration, the Connecticut Small 640
737+Business Development Center, the Connecticut Economic Resource 641
738+Center and the Connecticut Center for Advanced Technology, for the 642
739+purposes of assisting such business entities in determining permitting 643
740+and licensure requirements, identifying state revenue responsibilities 644
741+and benefits, and finding available state financial incentives and 645
742+programs related to such entities' businesses. The information provided 646
743+for purposes of business registration with the office of the Secretary of 647
744+the State may be made available to state agencies and quasi-public 648
745+agencies for economic development, state revenue collection and 649
746+statistical purposes as provided by law. 650
747+Sec. 24. Section 33-890 of the general statutes is repealed and the 651
748+following is substituted in lieu thereof (Effective January 1, 2025): 652
749+(a) The Secretary of the State may effect the administrative 653 Substitute Bill No. 428
1013750
1014-Public Act No. 24-111 32 of 53
1015751
1016-(d) The Secretary of the State's revocation of a foreign corporation's
1017-certificate of authority appoints the Secretary of the State the foreign
1018-corporation's agent for service of process in any proceeding based on a
1019-cause of action which arose during the time the foreign corporation was
1020-authorized to transact business in this state. Service of process on the
1021-Secretary of the State as provided in section 33-929 is service on the
1022-foreign corporation.
1023-(e) Revocation of a foreign corporation's certificate of authority does
1024-not terminate the authority of the registered agent of the corporation.
1025-Sec. 30. Section 33-1226 of the general statutes is repealed and the
1026-following is substituted in lieu thereof (Effective January 1, 2025):
1027-(a) If the Secretary of the State determines that one or more grounds
1028-exist under section 33-1225 for revocation of a certificate of authority,
1029-[he] the Secretary shall notify such foreign corporation by [registered or
1030-certified] electronic mail addressed to such foreign corporation at [its
1031-principal office] such corporation's electronic mail address as last shown
1032-on [his] the Secretary's records that under the provisions of this section
1033-the foreign corporation's certificate of authority is to be revoked.
1034-(b) If the foreign corporation does not correct each ground for
1035-revocation or demonstrate to the reasonable satisfaction of the Secretary
1036-of the State that each ground determined by the Secretary of the State
1037-does not exist, within ninety days after [mailing] sending of the notice,
1038-the Secretary of the State may revoke the foreign corporation's certificate
1039-of authority by signing a certificate of revocation that recites the ground
1040-or grounds for revocation and its effective date. The Secretary of the
1041-State shall file the original of the certificate and shall: (1) [Mail] Send a
1042-copy thereof to the delinquent foreign corporation, addressed to such
1043-foreign corporation at [its principal office] such corporation's electronic
1044-mail address as last shown on [his] the Secretary's records; and (2) cause
1045-notice of the filing to be posted on the office of the Secretary of the State's Substitute Senate Bill No. 428
752+LCO 22 of 52
1046753
1047-Public Act No. 24-111 33 of 53
754+dissolution of a corporation as provided in this section. 654
755+(b) Whenever any corporation is more than one year in default of 655
756+filing its annual report as required by section 33-953, as amended by this 656
757+act, the Secretary of the State may notify such corporation by [first class] 657
758+electronic mail addressed to such corporation [at its principal office] and 658
759+sent to the corporation's electronic mail address as last shown on the 659
760+Secretary's records that under the provisions of this section the 660
761+corporation is to be administratively dissolved. Unless the corporation, 661
762+within three months of the [mailing] sending of such notice, files such 662
763+annual report, the Secretary of the State shall prepare and file in the 663
764+Secretary's office a certificate of administrative dissolution stating that 664
765+the delinquent corporation has been administratively dissolved by 665
766+reason of its default. 666
767+(c) Whenever it comes to the attention of the Secretary of the State 667
768+that a corporation has failed to maintain a registered agent or that such 668
769+registered agent cannot, with reasonable diligence, be found at the 669
770+address shown in the records of his office, the Secretary of the State may 670
771+notify such corporation by [registered or certified] electronic mail 671
772+addressed [to such corporation at its principal office] and sent to such 672
773+corporation at its electronic mail address as last shown on [his] the 673
774+Secretary's records that under the provisions of this section the 674
775+corporation is to be administratively dissolved. Unless the corporation 675
776+within three months of the mailing of such notice files an appointment 676
777+of registered agent, the Secretary of the State shall prepare and file in his 677
778+office a certificate of administrative dissolution stating that the 678
779+delinquent corporation has been administratively dissolved by reason 679
780+of its default. 680
781+(d) Dissolution shall be effective upon the filing by the Secretary of 681
782+the State in his office of such certificate of administrative dissolution. 682
783+(e) After filing the certificate of administrative dissolution, the 683
784+Secretary of the State shall: (1) [Mail] Send a copy thereof to the 684
785+delinquent corporation, addressed to such corporation at its [principal 685 Substitute Bill No. 428
1048786
1049-Internet web site for a period of sixty days following the date on which
1050-the Secretary of the State files the certificate of revocation.
1051-(c) The authority of a foreign corporation to conduct affairs in this
1052-state ceases on the date shown on the certificate revoking its certificate
1053-of authority.
1054-(d) The Secretary of the State's revocation of a foreign corporation's
1055-certificate of authority appoints the Secretary of the State the foreign
1056-corporation's agent for service of process in any proceeding based on a
1057-cause of action which arose during the time the foreign corporation was
1058-authorized to conduct affairs in this state. Service of process on the
1059-Secretary of the State as provided in section 33-1219 is service on the
1060-foreign corporation.
1061-(e) Revocation of a foreign corporation's certificate of authority does
1062-not terminate the authority of the registered agent of the corporation.
1063-Sec. 31. Section 34-38u of the general statutes is repealed and the
1064-following is substituted in lieu thereof (Effective January 1, 2025):
1065-(a) The certificate of registration of a foreign limited partnership to
1066-transact business in this state may be revoked by the Secretary of the
1067-State upon the conditions provided in this section when: (1) The foreign
1068-limited partnership has failed to file its annual report with the Secretary
1069-of the State; (2) any wilful misrepresentation has been made of any
1070-material matter in any application, report, affidavit or other document,
1071-submitted by such foreign limited partnership pursuant to this chapter;
1072-(3) the foreign limited partnership is exceeding the authority conferred
1073-upon it by this chapter; or (4) the foreign limited partnership is without
1074-an agent upon whom process may be served in this state for sixty days
1075-or more.
1076-(b) On the happening of the events set out in subdivision (1), (2), (3)
1077-or (4) of subsection (a) of this section, the Secretary of the State shall give Substitute Senate Bill No. 428
1078787
1079-Public Act No. 24-111 34 of 53
788+LCO 23 of 52
1080789
1081-not less than twenty days' written notice to the foreign limited
1082-partnership that he intends to revoke the certificate of registration of
1083-such foreign limited partnership for one of said causes, specifying the
1084-same. Such notice shall be given by [registered or certified] electronic
1085-mail addressed and sent to the foreign limited partnership at its
1086-electronic mail address as last shown on the records of the Secretary of
1087-the State. If, before expiration of the time set forth in such notice, the
1088-foreign limited partnership establishes to the satisfaction of the
1089-Secretary of the State that the stated cause for the revocation of its
1090-certificate of registration did not exist at the time the notice was mailed
1091-or, if it did exist at said time, has been cured, the Secretary of the State
1092-shall take no further action. Otherwise, on the expiration of the time
1093-stated in the notice, [he] the Secretary shall revoke the certificate of
1094-registration of such foreign limited partnership to transact business in
1095-this state.
1096-(c) Upon revoking the certificate of registration of any foreign limited
1097-partnership, the Secretary of the State shall file a certificate of revocation
1098-in his office and shall: (1) [Mail] Send a copy thereof to such foreign
1099-limited partnership at its electronic mail address as last shown on [his]
1100-the Secretary's records; and (2) cause notice of the filing of such
1101-certificate of revocation to be posted on the office of the Secretary of the
1102-State's Internet web site for a period of sixty days following the date on
1103-which the Secretary of the State files the certificate of revocation. The
1104-filing of such certificate of revocation shall cause the authority of a
1105-foreign limited partnership to transact business in this state to cease.
1106-Notwithstanding the filing of the certificate of revocation, the
1107-appointment by a foreign limited partnership of an attorney upon
1108-whom process may be served shall continue in force as long as any
1109-liability remains outstanding against the foreign limited partnership in
1110-this state.
1111-Sec. 32. Section 34-275g of the general statutes is repealed and the Substitute Senate Bill No. 428
790+office] electronic mail address as last shown on [his] the Secretary's 686
791+records; and (2) cause notice of the filing of such certificate of 687
792+administrative dissolution to be posted on the office of the Secretary of 688
793+the State's Internet web site for a period of sixty days following the date 689
794+on which the Secretary of the State files the certificate of administrative 690
795+dissolution. 691
796+Sec. 25. Section 33-1181 of the general statutes is repealed and the 692
797+following is substituted in lieu thereof (Effective January 1, 2025): 693
798+(a) The Secretary of the State may effect the administrative 694
799+dissolution of a corporation as provided in this section. 695
800+(b) Whenever any corporation is more than two years in default of 696
801+filing its annual report as required by section 33-1243, as amended by 697
802+this act, the Secretary of the State may notify such corporation by [first 698
803+class] electronic mail addressed to such corporation [at its principal 699
804+office] and sent to the corporation's electronic mail address as last 700
805+shown on the Secretary's records that under the provisions of this 701
806+section the corporation is to be administratively dissolved. Unless the 702
807+corporation, within three months of the [mailing] sending of such 703
808+notice, files such annual report, the Secretary of the State shall prepare 704
809+and file in the Secretary's office a certificate of administrative dissolution 705
810+stating that the delinquent corporation has been administratively 706
811+dissolved by reason of its default. 707
812+(c) Whenever it comes to the attention of the Secretary of the State 708
813+that a corporation has failed to maintain a registered agent or that such 709
814+registered agent cannot, with reasonable diligence, be found at the 710
815+address shown in the records of his office, the Secretary of the State may 711
816+notify such corporation by [registered or certified] electronic mail 712
817+addressed to such corporation [at its principal office] sent to such 713
818+corporation at its electronic mail address as last shown on [his] the 714
819+Secretary's records that under the provisions of this section the 715
820+corporation is to be administratively dissolved. Unless the corporation 716
821+within three months of the mailing of such notice files an appointment 717 Substitute Bill No. 428
1112822
1113-Public Act No. 24-111 35 of 53
1114823
1115-following is substituted in lieu thereof (Effective January 1, 2025):
1116-(a) The foreign registration certificate of a foreign limited liability
1117-company to transact business in this state may be revoked by the
1118-Secretary of the State upon the conditions provided in this section when:
1119-(1) The foreign limited liability company has failed to file its annual
1120-report with the Secretary of the State; (2) a wilful misrepresentation has
1121-been made of any material matter in any application, report, affidavit or
1122-other document, submitted by such foreign limited liability company
1123-pursuant to sections 34-275 to 34-275i, inclusive; (3) the foreign limited
1124-liability company is exceeding the authority conferred upon it by said
1125-sections; or (4) the foreign limited liability company is without an agent
1126-upon whom process may be served in this state for sixty days or more.
1127-(b) On the happening of an event set forth in subdivision (1), (2), (3)
1128-or (4) of subsection (a) of this section, the Secretary of the State shall give
1129-not less than twenty days' written notice to the foreign limited liability
1130-company that the Secretary intends to revoke the foreign registration
1131-certificate of such foreign limited liability company for one of said
1132-causes, specifying the same. Such notice shall be given by [registered or
1133-certified mail] electronic mail addressed to the foreign limited liability
1134-company at its electronic mail address as last shown on the records of
1135-the Secretary of the State. If, before expiration of the time set forth in the
1136-notice, the foreign limited liability company establishes to the
1137-satisfaction of the Secretary of the State that the stated cause for the
1138-revocation of its foreign registration certificate did not exist at the time
1139-the notice was mailed or, if it did exist at said time, has been cured, the
1140-Secretary of the State shall take no further action. Otherwise, on the
1141-expiration of the time set forth in the notice, the Secretary shall revoke
1142-the foreign registration certificate of such foreign limited liability
1143-company to transact business in this state.
1144-(c) Upon revoking the foreign registration certificate of any foreign
1145-limited liability company, the Secretary of the State shall file a certificate Substitute Senate Bill No. 428
824+LCO 24 of 52
1146825
1147-Public Act No. 24-111 36 of 53
826+of registered agent, the Secretary of the State shall prepare and file in his 718
827+office a certificate of administrative dissolution stating that the 719
828+delinquent corporation has been administratively dissolved by reason 720
829+of its default. 721
830+(d) Dissolution shall be effective upon the filing by the Secretary of 722
831+the State in his office of such certificate of administrative dissolution. 723
832+(e) After filing the certificate of administrative dissolution, the 724
833+Secretary of the State shall: (1) [Mail] Send a copy thereof to the 725
834+delinquent corporation, addressed to such corporation at its [principal 726
835+office] electronic mail address as last shown on [his] the Secretary's 727
836+records, and (2) cause notice of the filing of such certificate of 728
837+administrative dissolution to be posted on the office of the Secretary of 729
838+the State's Internet web site for a period of sixty days following the date 730
839+on which the Secretary of the State files the certificate of administrative 731
840+dissolution. 732
841+Sec. 26. Section 34-32b of the general statutes is repealed and the 733
842+following is substituted in lieu thereof (Effective January 1, 2025): 734
843+(a) The Secretary of the State may effect the cancellation of a limited 735
844+partnership by forfeiture as provided in this section. 736
845+(b) Whenever any limited partnership is more than one year in 737
846+default of filing its annual report as required by section 34-13e, as 738
847+amended by this act, the Secretary of the State may notify such limited 739
848+partnership by [first class] electronic mail addressed and sent to such 740
849+limited partnership at its electronic mail address as last shown on the 741
850+Secretary's records that under the provisions of this section the limited 742
851+partnership's rights and powers are prima facie forfeited. Unless the 743
852+limited partnership, within three months of the [mailing] sending of 744
853+such notice, files such annual report, the Secretary of the State shall 745
854+prepare and file in the Secretary's office a certificate of cancellation by 746
855+forfeiture stating that the delinquent limited partnership's certificate has 747
856+been cancelled by forfeiture by reason of its default. 748 Substitute Bill No. 428
1148857
1149-of revocation in his office and shall: (1) [Mail] Send a copy thereof to
1150-such foreign limited liability company at its electronic mail address as
1151-last shown on the Secretary's records; and (2) cause notice of the filing
1152-of such certificate of revocation to be posted on the office of the Secretary
1153-of the State's Internet web site for a period of sixty days following the
1154-date on which the Secretary of the State files the certificate of revocation.
1155-The filing of such certificate of revocation shall cause the authority of a
1156-foreign limited liability company to transact business in this state to
1157-cease. Notwithstanding the filing of the certificate of revocation, the
1158-appointment by a foreign limited liability company of a registered agent
1159-upon whom process may be served shall continue in force as long as any
1160-liability remains outstanding against the foreign limited liability
1161-company in this state.
1162-Sec. 33. Section 34-433 of the general statutes is repealed and the
1163-following is substituted in lieu thereof (Effective January 1, 2025):
1164-(a) The certificate of authority of a foreign registered limited liability
1165-partnership to transact business in this state may be revoked by the
1166-Secretary of the State upon the conditions provided in this section when:
1167-(1) The foreign registered limited liability partnership has failed to file
1168-its annual report with the Secretary of the State; or (2) a wilful
1169-misrepresentation has been made of any material matter in any
1170-application, report, affidavit or other document, submitted by such
1171-foreign registered limited liability partnership pursuant to sections 34-
1172-300 to 34-434, inclusive.
1173-(b) (1) Upon the happening of the events set out in subdivision (1) of
1174-subsection (a) of this section, the Secretary of the State may revoke the
1175-certificate of authority of such foreign registered limited liability
1176-partnership to transact business in this state. (2) Upon determining to
1177-revoke the certificate of authority of a foreign registered limited liability
1178-partnership the Secretary of the State shall give not less than thirty days'
1179-written notice to the foreign registered limited liability partnership that Substitute Senate Bill No. 428
1180858
1181-Public Act No. 24-111 37 of 53
859+LCO 25 of 52
1182860
1183-said Secretary intends to revoke the certificate of authority of such
1184-foreign registered limited liability partnership for one of said causes,
1185-specifying the same. Such notice shall be given by [first class] electronic
1186-mail addressed to the foreign registered limited liability partnership at
1187-its electronic mail address as last shown on the records of the Secretary
1188-of the State. If, before expiration of the time set forth in the notice, the
1189-foreign registered limited liability partnership establishes to the
1190-satisfaction of the Secretary of the State that the stated cause for the
1191-revocation of its certificate of authority did not exist at the time the
1192-notice was mailed or, if it did exist at such time, has been cured, the
1193-Secretary of the State shall take no further action. Otherwise, on the
1194-expiration of the time stated in the notice, said Secretary shall revoke the
1195-certificate of authority of such foreign registered limited liability
1196-partnership to transact business in this state.
1197-(c) Upon revoking the certificate of authority of any foreign registered
1198-limited liability partnership, the Secretary of the State shall file a
1199-certificate of revocation in his office and shall: (1) [Mail] Send a copy
1200-thereof to such foreign registered limited liability partnership at its
1201-address as last shown on said Secretary's records; and (2) cause notice
1202-of the filing of such certificate of revocation to be posted on the office of
1203-the Secretary of the State's Internet web site for a period of sixty days
1204-following the date on which the Secretary of the State files the certificate
1205-of revocation. The filing of such certificate shall cause the authority of a
1206-foreign registered limited liability partnership to transact business in
1207-this state to cease. Notwithstanding the filing of the certificate of
1208-revocation, the appointment by a foreign registered limited liability
1209-partnership of an attorney upon whom process may be served shall
1210-continue in force as long as any liability remains outstanding against the
1211-partnership in this state.
1212-(d) The authority to transact business in this state is retained until
1213-expressly revoked by the Secretary of the State. Revocation of the Substitute Senate Bill No. 428
861+(c) Whenever it comes to the attention of the Secretary of the State 749
862+that a limited partnership has failed to maintain a statutory agent for 750
863+service, the Secretary of the State may notify such limited partnership 751
864+by [registered or certified] electronic mail addressed and sent to such 752
865+limited partnership at its electronic mail address as last shown on [his] 753
866+the Secretary's records that under the provisions of this section the 754
867+limited partnership's rights and powers are prima facie forfeited. Unless 755
868+the limited partnership within three months of the [mailing] sending of 756
869+such notice files an appointment of statutory agent for service, the 757
870+Secretary of the State shall prepare and file in his office a certificate of 758
871+cancellation by forfeiture stating that the delinquent limited 759
872+partnership's certificate has been cancelled by forfeiture by reason of its 760
873+default. 761
874+(d) Cancellation shall be effective upon the filing by the Secretary of 762
875+the State in his office of such certificate of cancellation by forfeiture. 763
876+(e) After filing the certificate of cancellation by forfeiture, the 764
877+Secretary of the State shall: (1) [Mail a certified] Send a copy thereof to 765
878+the delinquent limited partnership at its electronic mail address as last 766
879+shown on [his] the Secretary's records; and (2) cause notice of the filing 767
880+of such certificate of cancellation by forfeiture to be posted on the office 768
881+of the Secretary of the State's Internet web site for a period of sixty days 769
882+following the date on which the Secretary of the State files the certificate 770
883+of cancellation by forfeiture. 771
884+Sec. 27. Section 34-267g of the general statutes is repealed and the 772
885+following is substituted in lieu thereof (Effective January 1, 2025): 773
886+(a) The Secretary of the State may effect the dissolution of a limited 774
887+liability company by forfeiture as provided in this section. 775
888+(b) Whenever it comes to the attention of the Secretary of the State 776
889+that a limited liability company is more than one year in default of filing 777
890+its annual report as required by section 34-247k, as amended by this act, 778
891+the Secretary of the State may notify such limited liability company by 779
892+[first class] electronic mail addressed to such limited liability company 780 Substitute Bill No. 428
1214893
1215-Public Act No. 24-111 38 of 53
1216894
1217-authority of a foreign registered limited liability partnership to transact
1218-business in this state shall not affect the status of said partnership in this
1219-state under subsection (4) of section 34-400, or the validity of the acts of
1220-said partnership occurring prior to the effective date of revocation.
1221-Sec. 34. (NEW) (Effective January 1, 2025) (a) No person shall transact
1222-business in this state under any assumed or fictitious name, or under
1223-any designation, name or style, corporate or otherwise, other than the
1224-real name or names of the person or persons transacting such business,
1225-unless a trade name certificate has been issued in accordance with this
1226-section or section 35 of this act.
1227-(b) An application for a trade name certificate shall be filed on a form
1228-prescribed by the Secretary of the State in the office of the town clerk in
1229-the town in which such business is, or will be, principally transacted.
1230-(1) An application filed by a natural person or a group of natural
1231-persons shall provide: (A) The name under which such business is, or
1232-will be, transacted, (B) the physical address of the business located in
1233-the town of filing, (C) the valid electronic mail address of the business,
1234-and (D) the full name, physical address and valid electronic mail
1235-address of each person transacting such business.
1236-(2) For the purposes of this section, "business organization" means
1237-any corporation, limited partnership, limited liability partnership or
1238-limited liability company on record with the Secretary of the State. An
1239-application filed by a business organization shall provide: (A) The name
1240-under which such business is, or will be, transacted, (B) the business
1241-identification number for the business organization provided by the
1242-Secretary of the State, (C) the name of the corporation, limited
1243-partnership, limited liability partnership or limited liability company on
1244-file with the Secretary of the State, (D) the principal business address of
1245-the business organization on file with the Secretary of the State, and (E)
1246-the electronic mail address of the business organization. Substitute Senate Bill No. 428
895+LCO 26 of 52
1247896
1248-Public Act No. 24-111 39 of 53
897+[at its principal office] and sent to the limited liability company's 781
898+electronic mail address as last shown on the Secretary's records that, 782
899+under the provisions of this section, the limited liability company's 783
900+rights and powers are prima facie forfeited. Unless the limited liability 784
901+company, within three months of the [mailing] sending of such notice, 785
902+files such annual report, the Secretary of the State shall prepare and file 786
903+in the Secretary's office a certificate of dissolution by forfeiture stating 787
904+that the delinquent limited liability company has been dissolved by 788
905+forfeiture by reason of its default. 789
906+(c) Whenever it comes to the attention of the Secretary of the State 790
907+that a delinquent limited liability company has failed to maintain a 791
908+registered agent for service, the Secretary of the State may notify such 792
909+limited liability company by [registered or certified] electronic mail 793
910+addressed to such limited liability company [at its principal office] and 794
911+sent to the limited liability company's electronic mail address as last 795
912+shown on [his] the Secretary's records that, under the provisions of this 796
913+section, the limited liability company's rights and powers are prima 797
914+facie forfeited. Unless the limited liability company, within three 798
915+months of the [mailing] sending of such notice, files an appointment of 799
916+a registered agent for service, the Secretary of the State shall prepare and 800
917+file in his office a certificate of dissolution by forfeiture stating that the 801
918+delinquent limited liability company has been dissolved by forfeiture by 802
919+reason of its default. 803
920+(d) Dissolution shall be effective upon the filing by the Secretary of 804
921+the State of such certificate of dissolution by forfeiture. 805
922+(e) After filing the certificate of dissolution by forfeiture, the Secretary 806
923+of the State shall: (1) [Mail a certified] Send a copy thereof to the 807
924+delinquent limited liability company addressed to such limited liability 808
925+company [at its principal office] electronic mail address as last shown 809
926+on [his] the Secretary's records; and (2) cause notice of the filing of such 810
927+certificate of dissolution by forfeiture to be posted on the office of the 811
928+Secretary of the State's Internet web site for a period of sixty days 812
929+following the date on which the Secretary of the State files the certificate 813 Substitute Bill No. 428
1249930
1250-(c) An application for a trade name certificate shall be executed by
1251-each natural person filing such application or, in the case of a business
1252-organization, by an authorized officer of such business organization and
1253-acknowledged before an authority qualified to administer oaths. The
1254-filing fee for the trade name application shall be in accordance with
1255-section 7-34a of the general statutes, as amended by this act.
1256-(d) A town clerk shall issue a trade name certificate upon acceptance
1257-of a trade name application filed in accordance with this section or
1258-section 35 of this act. Such certificate shall be valid for a period of five
1259-years from the date of issuance.
1260-(e) All trade name certificates issued prior to January 1, 2025, shall
1261-expire on December 31, 2029, unless renewed in accordance with this
1262-act. A trade name in existence prior to January 1, 2025, may be renewed
1263-at any time during such five-year period and the renewed trade name
1264-shall be valid for five years from the date such renewal is accepted by
1265-the town clerk.
1266-Sec. 35. (NEW) (Effective January 1, 2025) (a) A trade name certificate
1267-may be renewed not earlier than six months prior to the expiration date
1268-of such certificate and not later than the expiration date of such
1269-certificate. An application for renewal shall be on a form prescribed by
1270-the Secretary of the State and provide the information required by
1271-section 34 of this act. Upon acceptance of an application for renewal, the
1272-town clerk shall issue a new trade name certificate, which shall be valid
1273-for five years from the expiration date of the previous certificate. The
1274-filing fee for a trade name renewal shall be in accordance with section 7-
1275-34a of the general statutes, as amended by this act.
1276-(b) Any information contained on an original application for a trade
1277-name certificate or a renewal application may be amended by the filer
1278-at any time prior to the expiration of the trade name certificate and the
1279-fee for such amendment shall be in accordance with section 7-34a of the Substitute Senate Bill No. 428
1280931
1281-Public Act No. 24-111 40 of 53
932+LCO 27 of 52
1282933
1283-general statutes, as amended by this act.
1284-(c) A trade name certificate may be cancelled by the filer prior to the
1285-expiration date of the trade name certificate upon filing a cancellation of
1286-the trade name certificate with the town clerk of the town where the
1287-original application was filed, and the fee for such cancellation shall be
1288-in accordance with section 7-34a of the general statutes, as amended by
1289-this act.
1290-Sec. 36. (NEW) (Effective January 1, 2025) (a) Each town clerk shall
1291-keep an alphabetical index of the trade name certificates issued by such
1292-town clerk and the natural persons, corporations, limited partnerships,
1293-limited liability partnerships or limited liability companies filing such
1294-trade name applications.
1295-(b) The Secretary of the State shall create an electronic system for
1296-town clerks to process applications for trade name certificates. Such
1297-system shall provide for state-wide public searching of trade name
1298-certificate information. Any town clerk utilizing such system shall be
1299-deemed to have complied with the indexing requirements in subsection
1300-(a) of this section. On and after January 1, 2026, the Secretary may
1301-require town clerks to utilize the electronic system described in this
1302-section.
1303-Sec. 37. (NEW) (Effective January 1, 2025) (a) A copy of any trade name
1304-certificate, certified by the town clerk from whose office the same has
1305-been issued, shall be presumptive evidence, in all courts in this state, of
1306-the facts contained in such certificate. The provisions of sections 34 to
1307-36, inclusive, of this act shall not prevent the lawful use of a partnership
1308-name or designation, if such partnership name or designation includes
1309-the true surname of at least one of the individuals composing such
1310-partnership.
1311-(b) A trade name certificate shall not be required for any domestic or Substitute Senate Bill No. 428
934+of dissolution by forfeiture. 814
935+(f) A limited liability company that is dissolved by forfeiture 815
936+continues in existence as an entity but may not carry on any activities 816
937+except as necessary to wind up its activities and affairs and liquidate its 817
938+assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or 818
939+to apply for reinstatement under section 34-267b. 819
940+(g) The dissolution of a limited liability company by forfeiture does 820
941+not terminate the authority of its registered agent. 821
942+Sec. 28. Section 34-422 of the general statutes is repealed and the 822
943+following is substituted in lieu thereof (Effective January 1, 2025): 823
944+(a) The Secretary of the State may effect the revocation of a registered 824
945+limited liability partnership's certificate of registered limited liability 825
946+partnership as provided in this section. 826
947+(b) Whenever any registered limited liability partnership is more than 827
948+one year in default of filing its annual report, the Secretary of the State 828
949+may notify such registered limited liability partnership by [first class] 829
950+electronic mail addressed to such registered limited liability partnership 830
951+[at its principal office] and sent to the limited liability partnership's 831
952+electronic mail address as last shown in the records of said Secretary 832
953+that under the provisions of this section the registered limited liability 833
954+partnership's status as a registered limited liability partnership is to be 834
955+revoked by reason of its default. Unless, within three months after the 835
956+[mailing] sending of such notice, the registered limited liability 836
957+partnership files a report made out and verified in all respects as the 837
958+annual report of such registered limited liability partnership, the 838
959+Secretary of the State shall prepare and file in the office of said Secretary 839
960+a certificate of revocation by forfeiture stating that the status of the 840
961+registered limited liability partnership as a registered limited liability 841
962+partnership has been revoked by reason of its default. The status of a 842
963+registered limited liability partnership, including the liability of 843
964+partners for debts, obligations and liabilities of or chargeable to the 844
965+partnership, is retained until expressly revoked by the Secretary of the 845 Substitute Bill No. 428
1312966
1313-Public Act No. 24-111 41 of 53
1314967
1315-foreign limited partnership, limited liability partnership, limited
1316-liability company, corporation or statutory trust registered with the
1317-Secretary of the State pursuant to title 33 or 34 of the general statutes, as
1318-applicable, provided such entity transacts business under the name
1319-stated in its formation or registration document, as applicable, filed with
1320-the Secretary of the State.
1321-(c) Nothing in sections 34 to 38, inclusive, of this act shall require any
1322-town clerk to determine that the trade name that is the subject of a trade
1323-name certificate issued pursuant to section 34 or 35 of this act is unique
1324-in the town of filing or in any other town in the state.
1325-(d) Any person transacting business in violation of the provisions of
1326-sections 34 to 38, inclusive, of this act shall be fined not more than five
1327-hundred dollars, imprisoned not more than one year, or both. Failure to
1328-comply with the provisions of sections 34 to 38, inclusive, of this act shall
1329-be deemed to be an unfair or deceptive trade practice under subsection
1330-(a) of section 42-110b of the general statutes.
1331-Sec. 38. (NEW) (Effective January 1, 2025) (a) No person shall use, in
1332-any printed advertisement, an assumed or fictitious name for the
1333-conduct of such person's business that includes the name of any
1334-municipality in this state in such a manner as to suggest that such
1335-person's business is located in such municipality unless: (1) Such
1336-person's business is, in fact, located in such municipality; or (2) such
1337-person includes in any such printed advertisement the complete street
1338-address of the location from which such person's business is actually
1339-conducted, including the municipality and, if located outside of
1340-Connecticut, the state in which such person's business is located. A
1341-violation of any provision of this section by a person conducting
1342-business under an assumed or fictitious name that includes the name of
1343-a municipality in this state shall be deemed an unfair or deceptive trade
1344-practice under subsection (a) of section 42-110b of the general statutes. Substitute Senate Bill No. 428
968+LCO 28 of 52
1345969
1346-Public Act No. 24-111 42 of 53
970+State. Revocation of the status of a registered limited liability 846
971+partnership shall not affect the status of such partnership or the liability 847
972+of the partners thereof with regard to events, acts or omissions occurring 848
973+prior to the date of revocation. 849
974+(c) Whenever it comes to the attention of the Secretary of the State 850
975+that a registered limited liability partnership has failed to maintain a 851
976+statutory agent for service, the Secretary of the State may notify such 852
977+registered limited liability partnership by [registered or certified] 853
978+electronic mail addressed to such registered limited liability partnership 854
979+[at its principal office] and sent to such registered limited liability 855
980+partnership's electronic mail address as last shown on [his] the 856
981+Secretary's records that under the provisions of this section the 857
982+registered limited liability partnership's rights and powers are in 858
983+default. Unless the registered limited liability partnership within three 859
984+months of the [mailing] sending of such notice files an appointment of 860
985+statutory agent for service, the Secretary of the State shall prepare and 861
986+file in his office a certificate of revocation by forfeiture stating that the 862
987+status of the registered limited liability partnership as a registered 863
988+limited liability partnership has been revoked by reason of its default. 864
989+The status of a registered limited liability partnership, including the 865
990+liability of partners for debts, obligations and liabilities of or chargeable 866
991+to the partnership, is retained until expressly revoked by the Secretary 867
992+of the State. Revocation of the status of a registered limited liability 868
993+partnership shall not affect the status of said partnership or the liabilities 869
994+of the partners thereof with regard to events, acts or omissions occurring 870
995+prior to the date of revocation. 871
996+(d) Revocation shall be effective upon the filing by the Secretary of 872
997+the State in his office of such certificate of revocation. 873
998+(e) After filing the certificate of revocation, the Secretary of the State 874
999+shall: (1) [Mail] Send a certified copy thereof to the delinquent registered 875
1000+limited liability partnership addressed to such registered limited 876
1001+liability partnership at its [principal office] electronic mail address as 877
1002+last shown on [his] the Secretary's records; and (2) cause notice of the 878 Substitute Bill No. 428
13471003
1348-(b) The provisions of this section shall not apply to the use of (1) any
1349-trademark or service mark registered under the laws of this state or
1350-under federal law, (2) any name that, when applied to the goods or
1351-services of such person's business, is merely descriptive of them, or (3)
1352-any name that is merely a surname.
1353-(c) Nothing in this section shall be construed to impose any liability
1354-on any publisher that relies on the written assurances of a person
1355-placing such printed advertisement that such person has authority to
1356-use any such assumed or fictitious name.
1357-Sec. 39. Subdivision (1) of subsection (a) of section 7-34a of the general
1358-statutes is repealed and the following is substituted in lieu thereof
1359-(Effective January 1, 2025):
1360-(a) (1) Town clerks shall receive, for recording any document, ten
1361-dollars for the first page and five dollars for each subsequent page or
1362-fractional part thereof, a page being not more than eight and one-half by
1363-fourteen inches. Town clerks shall receive, for recording the information
1364-contained in a certificate of registration for the practice of any of the
1365-healing arts, five dollars. Town clerks shall receive, for recording
1366-documents conforming to, or substantially similar to, section 47-36c,
1367-which are clearly entitled "statutory form" in the heading of such
1368-documents, as follows: For the first page of a warranty deed, a quitclaim
1369-deed, a mortgage deed, or an assignment of mortgage, ten dollars; for
1370-each additional page of such documents, five dollars; and for each
1371-assignment of mortgage, subsequent to the first two assignments, two
1372-dollars. Town clerks shall receive, for recording any document with
1373-respect to which certain data must be submitted by each town clerk to
1374-the Secretary of the Office of Policy and Management in accordance with
1375-section 10-261b, two dollars in addition to the regular recording fee. Any
1376-person who offers any written document for recording in the office of
1377-any town clerk, which document fails to have legibly typed, printed or
1378-stamped directly beneath the signatures the names of the persons who Substitute Senate Bill No. 428
13791004
1380-Public Act No. 24-111 43 of 53
1005+LCO 29 of 52
13811006
1382-executed such document, the names of any witnesses thereto and the
1383-name of the officer before whom the same was acknowledged, shall pay
1384-one dollar in addition to the regular recording fee. Town clerks shall
1385-receive, for recording any deed, except a mortgage deed, conveying title
1386-to real estate, which deed does not contain the current mailing address
1387-of the grantee, five dollars in addition to the regular recording fee. Town
1388-clerks shall receive, for filing any document, ten dollars; for receiving
1389-and keeping a survey or map, legally filed in the town clerk's office, ten
1390-dollars; and for indexing such survey or map, in accordance with section
1391-7-32, ten dollars, except with respect to indexing any such survey or map
1392-pertaining to a subdivision of land as defined in section 8-18, in which
1393-event town clerks shall receive twenty dollars for each such indexing.
1394-Town clerks shall receive, for a copy, in any format, of any document
1395-either recorded or filed in their offices, one dollar for each page or
1396-fractional part thereof, as the case may be; for certifying any copy of the
1397-same, two dollars; for making a copy of any survey or map, the actual
1398-cost thereof; and for certifying such copy of a survey or map, two
1399-dollars. Town clerks shall receive, for recording the commission and
1400-oath of a notary public and for a trade name application, renewal,
1401-amendment, cancellation or other filing, twenty dollars; and for
1402-certifying under seal to the official character of a notary, five dollars.
1403-Sec. 40. Subsection (d) of section 33-921 of the general statutes is
1404-repealed and the following is substituted in lieu thereof (Effective from
1405-passage):
1406-(d) A foreign corporation is liable to this state, for the years or parts
1407-thereof during which it transacted business in this state without a
1408-certificate of authority, in an amount equal to (1) all fees and taxes which
1409-would have been imposed by law upon such corporation had it duly
1410-applied for and received such certificate of authority to transact business
1411-in this state, and (2) all interest and penalties imposed by law for failure
1412-to pay such fees and taxes. A foreign corporation is further liable to this Substitute Senate Bill No. 428
1007+filing of such certificate of revocation to be posted on the office of the 879
1008+Secretary of the State's Internet web site for a period of sixty days 880
1009+following the date on which the Secretary of the State files the certificate 881
1010+of revocation. 882
1011+Sec. 29. Section 33-936 of the general statutes is repealed and the 883
1012+following is substituted in lieu thereof (Effective January 1, 2025): 884
1013+(a) If the Secretary of the State determines that one or more grounds 885
1014+exist under section 33-935 for revocation of a certificate of authority, [he] 886
1015+the Secretary shall notify the foreign corporation by [registered or 887
1016+certified] electronic mail addressed to such foreign corporation [at its 888
1017+principal office] and sent to the electronic mail address as last shown on 889
1018+[his] the Secretary's records that under the provisions of this section the 890
1019+foreign corporation's certificate of authority is to be revoked. 891
1020+(b) If the foreign corporation does not correct each ground for 892
1021+revocation or demonstrate to the reasonable satisfaction of the Secretary 893
1022+of the State that each ground determined by the Secretary of the State 894
1023+does not exist, within ninety days after mailing of the notice, the 895
1024+Secretary of the State may revoke the foreign corporation's certificate of 896
1025+authority by signing a certificate of revocation that recites the ground or 897
1026+grounds for revocation and its effective date. The Secretary of the State 898
1027+shall file the original of the certificate and shall: (1) [Mail] Send a copy 899
1028+thereof to the delinquent corporation, addressed to such [corporation at 900
1029+its principal office] corporation's electronic mail address as last shown 901
1030+on [his] the Secretary's records; and (2) cause notice of the filing to be 902
1031+posted on the office of the Secretary of the State's Internet web site for a 903
1032+period of sixty days following the date on which the Secretary of the 904
1033+State files the certificate of revocation. 905
1034+(c) The authority of a foreign corporation to transact business in this 906
1035+state ceases on the date shown on the certificate revoking its certificate 907
1036+of authority. 908
1037+(d) The Secretary of the State's revocation of a foreign corporation's 909
1038+certificate of authority appoints the Secretary of the State the foreign 910 Substitute Bill No. 428
14131039
1414-Public Act No. 24-111 44 of 53
14151040
1416-state, for each month or part thereof during which it transacted business
1417-without a certificate of authority, in an amount equal to three hundred
1418-dollars, except that a foreign corporation which has obtained a
1419-certificate of authority not later than ninety days after it has commenced
1420-transacting business in this state shall not be liable for such monthly
1421-penalty. Such fees and penalties may be levied by the Secretary of the
1422-State. The Attorney General shall bring such action as he may deem
1423-necessary to recover any amounts due the state under the provisions of
1424-this subsection including an action to restrain a foreign corporation
1425-against which fees and penalties have been imposed pursuant to this
1426-subsection from transacting business in this state until such time as such
1427-fees and penalties have been paid. Any action to enforce liability under
1428-this section shall be brought by the Attorney General not later than three
1429-years after the date of the levy assessed by the Secretary of the State.
1430-Sec. 41. Subsection (d) of section 33-1211 of the general statutes is
1431-repealed and the following is substituted in lieu thereof (Effective from
1432-passage):
1433-(d) A foreign corporation is liable to this state, for the years or parts
1434-thereof during which it conducted affairs in this state without a
1435-certificate of authority, in an amount equal to (1) all fees and taxes which
1436-would have been imposed by law upon such corporation had it duly
1437-applied for and received such certificate of authority to conduct affairs
1438-in this state, and (2) all interest and penalties imposed by law for failure
1439-to pay such fees and taxes. A foreign corporation is further liable to this
1440-state, for each month or part thereof during which it conducted affairs
1441-in this state without a certificate of authority, in an amount equal to
1442-three hundred dollars, except that a foreign corporation which has
1443-obtained a certificate of authority not later than ninety days after it has
1444-commenced conducting affairs in this state shall not be liable for such
1445-monthly penalty. Such fees and penalties may be levied by the Secretary
1446-of the State. The Attorney General shall bring such action as he may Substitute Senate Bill No. 428
1041+LCO 30 of 52
14471042
1448-Public Act No. 24-111 45 of 53
1043+corporation's agent for service of process in any proceeding based on a 911
1044+cause of action which arose during the time the foreign corporation was 912
1045+authorized to transact business in this state. Service of process on the 913
1046+Secretary of the State as provided in section 33-929 is service on the 914
1047+foreign corporation. 915
1048+(e) Revocation of a foreign corporation's certificate of authority does 916
1049+not terminate the authority of the registered agent of the corporation. 917
1050+Sec. 30. Section 33-1226 of the general statutes is repealed and the 918
1051+following is substituted in lieu thereof (Effective January 1, 2025): 919
1052+(a) If the Secretary of the State determines that one or more grounds 920
1053+exist under section 33-1225 for revocation of a certificate of authority, 921
1054+[he] the Secretary shall notify such foreign corporation by [registered or 922
1055+certified] electronic mail addressed to such foreign corporation at [its 923
1056+principal office] such corporation's electronic mail address as last shown 924
1057+on [his] the Secretary's records that under the provisions of this section 925
1058+the foreign corporation's certificate of authority is to be revoked. 926
1059+(b) If the foreign corporation does not correct each ground for 927
1060+revocation or demonstrate to the reasonable satisfaction of the Secretary 928
1061+of the State that each ground determined by the Secretary of the State 929
1062+does not exist, within ninety days after [mailing] sending of the notice, 930
1063+the Secretary of the State may revoke the foreign corporation's certificate 931
1064+of authority by signing a certificate of revocation that recites the ground 932
1065+or grounds for revocation and its effective date. The Secretary of the 933
1066+State shall file the original of the certificate and shall: (1) [Mail] Send a 934
1067+copy thereof to the delinquent foreign corporation, addressed to such 935
1068+foreign corporation at [its principal office] such corporation's electronic 936
1069+mail address as last shown on [his] the Secretary's records; and (2) cause 937
1070+notice of the filing to be posted on the office of the Secretary of the State's 938
1071+Internet web site for a period of sixty days following the date on which 939
1072+the Secretary of the State files the certificate of revocation. 940
1073+(c) The authority of a foreign corporation to conduct affairs in this 941
1074+state ceases on the date shown on the certificate revoking its certificate 942 Substitute Bill No. 428
14491075
1450-deem necessary to recover any amounts due the state under the
1451-provisions of this subsection including an action to restrain a foreign
1452-corporation against which fees and penalties have been imposed
1453-pursuant to this subsection from conducting affairs in this state until
1454-such time as such fees and penalties have been paid. Any action to
1455-enforce liability under this section shall be brought by the Attorney
1456-General not later than three years after the date of the levy assessed by
1457-the Secretary of the State.
1458-Sec. 42. Subsection (g) of section 34-275a of the general statutes is
1459-repealed and the following is substituted in lieu thereof (Effective from
1460-passage):
1461-(g) A foreign limited liability company which transacts business in
1462-this state without a valid foreign registration certificate shall be liable to
1463-this state, for each year or part thereof during which it transacted
1464-business in this state without such certificate, in an amount equal to: (1)
1465-All fees and taxes which would have been imposed by law upon such
1466-limited liability company had it duly applied for and received such
1467-registration to transact business in this state, and (2) all interest and
1468-penalties imposed by law for failure to pay such fees and taxes. A
1469-foreign limited liability company is further liable to this state, for each
1470-month or part thereof during which it transacted business in this state
1471-without a valid foreign registration certificate, in an amount equal to
1472-three hundred dollars, except that a foreign limited liability company
1473-which has registered with the Secretary of the State not later than ninety
1474-days after it has commenced transacting business in this state shall not
1475-be liable for such monthly penalty. Such fees and penalties may be
1476-levied by the Secretary of the State. The Attorney General may bring
1477-proceedings to recover all amounts due this state under the provisions
1478-of this subsection not later than three years after the date of the levy
1479-assessed by the Secretary of the State.
1480-Sec. 43. (NEW) (Effective from passage) The Secretary of the State has Substitute Senate Bill No. 428
14811076
1482-Public Act No. 24-111 46 of 53
1077+LCO 31 of 52
14831078
1484-the power reasonably necessary to perform the duties required of the
1485-Secretary by sections 34-243 to 34-299, inclusive, of the general statutes.
1486-Sec. 44. (NEW) (Effective from passage) (a) The Secretary of the State
1487-may propound to any limited liability company subject to the provisions
1488-of sections 34-243 to 34-299, inclusive, of the general statutes, domestic
1489-or foreign, and to any member or manager thereof, interrogatories as
1490-may be reasonably necessary and proper to enable the Secretary to
1491-ascertain whether such limited liability company has complied with the
1492-provisions of said sections applicable to such limited liability company.
1493-Such interrogatories shall be answered within thirty days after the
1494-mailing thereof, or within such additional time as shall be fixed by the
1495-Secretary of the State, and the answers thereto shall be full and complete
1496-and shall be made in writing and under oath. If such interrogatories are
1497-directed to an individual, they shall be answered by such individual,
1498-and, if directed to a limited liability company, they shall be answered by
1499-any member or manager thereof.
1500-(b) Each limited liability company, domestic or foreign, and each
1501-member or manager of a limited liability company, domestic or foreign,
1502-failing or refusing within the time prescribed by this section to answer
1503-truthfully and fully interrogatories duly propounded to such company,
1504-member or manager by the Secretary of the State as provided in
1505-subsection (a) of this section shall be fined not more than five hundred
1506-dollars.
1507-(c) Interrogatories propounded by the Secretary of the State and the
1508-answers thereto shall not be open to public inspection nor shall the
1509-Secretary of the State disclose any facts or information obtained
1510-therefrom except insofar as the Secretary's official duty may require the
1511-same to be made public or if such interrogatories or the answers thereto
1512-are required for evidence in any criminal proceedings or in any other
1513-action by this state. Substitute Senate Bill No. 428
1079+of authority. 943
1080+(d) The Secretary of the State's revocation of a foreign corporation's 944
1081+certificate of authority appoints the Secretary of the State the foreign 945
1082+corporation's agent for service of process in any proceeding based on a 946
1083+cause of action which arose during the time the foreign corporation was 947
1084+authorized to conduct affairs in this state. Service of process on the 948
1085+Secretary of the State as provided in section 33-1219 is service on the 949
1086+foreign corporation. 950
1087+(e) Revocation of a foreign corporation's certificate of authority does 951
1088+not terminate the authority of the registered agent of the corporation. 952
1089+Sec. 31. Section 34-38u of the general statutes is repealed and the 953
1090+following is substituted in lieu thereof (Effective January 1, 2025): 954
1091+(a) The certificate of registration of a foreign limited partnership to 955
1092+transact business in this state may be revoked by the Secretary of the 956
1093+State upon the conditions provided in this section when: (1) The foreign 957
1094+limited partnership has failed to file its annual report with the Secretary 958
1095+of the State; (2) any wilful misrepresentation has been made of any 959
1096+material matter in any application, report, affidavit or other document, 960
1097+submitted by such foreign limited partnership pursuant to this chapter; 961
1098+(3) the foreign limited partnership is exceeding the authority conferred 962
1099+upon it by this chapter; or (4) the foreign limited partnership is without 963
1100+an agent upon whom process may be served in this state for sixty days 964
1101+or more. 965
1102+(b) On the happening of the events set out in subdivision (1), (2), (3) 966
1103+or (4) of subsection (a) of this section, the Secretary of the State shall give 967
1104+not less than twenty days' written notice to the foreign limited 968
1105+partnership that he intends to revoke the certificate of registration of 969
1106+such foreign limited partnership for one of said causes, specifying the 970
1107+same. Such notice shall be given by [registered or certified] electronic 971
1108+mail addressed and sent to the foreign limited partnership at its 972
1109+electronic mail address as last shown on the records of the Secretary of 973
1110+the State. If, before expiration of the time set forth in such notice, the 974 Substitute Bill No. 428
15141111
1515-Public Act No. 24-111 47 of 53
15161112
1517-Sec. 45. Subsection (c) of section 34-430 of the general statutes is
1518-repealed and the following is substituted in lieu thereof (Effective from
1519-passage):
1520-(c) A foreign registered limited liability partnership which transacts
1521-business in this state without filing a certificate of authority under
1522-section 34-429, as amended by this act, shall be liable to this state, for
1523-each year or part thereof during which it transacted business in this state
1524-without such certificate, in an amount equal to: (1) All fees and taxes
1525-which would have been imposed by law upon such registered limited
1526-liability partnership had it duly applied for and received such authority
1527-to transact business in this state, and (2) all interest and penalties
1528-imposed by law for failure to pay such fees and taxes. A foreign
1529-registered limited liability partnership is further liable to this state, for
1530-each month or part thereof during which it transacted business in this
1531-state without filing a certificate of authority under section 34-429, as
1532-amended by this act, in an amount equal to three hundred dollars,
1533-except that a foreign registered limited liability partnership which has
1534-filed a certificate of authority with the Secretary of the State not later
1535-than ninety days after it has commenced transacting business in this
1536-state shall not be liable for such monthly penalty. Such fees and penalties
1537-may be levied by the Secretary of the State. The Attorney General may
1538-bring proceedings to recover all amounts due this state under the
1539-provisions of this subsection not later than three years after the date of
1540-the levy assessed by the Secretary of the State.
1541-Sec. 46. (NEW) (Effective from passage) The Secretary of the State has
1542-the power reasonably necessary to perform the duties required of the
1543-Secretary by sections 34-300 to 34-499, inclusive, of the general statutes.
1544-Sec. 47. Subsection (d) of section 34-539 of the general statutes is
1545-repealed and the following is substituted in lieu thereof (Effective from
1546-passage): Substitute Senate Bill No. 428
1113+LCO 32 of 52
15471114
1548-Public Act No. 24-111 48 of 53
1115+foreign limited partnership establishes to the satisfaction of the 975
1116+Secretary of the State that the stated cause for the revocation of its 976
1117+certificate of registration did not exist at the time the notice was mailed 977
1118+or, if it did exist at said time, has been cured, the Secretary of the State 978
1119+shall take no further action. Otherwise, on the expiration of the time 979
1120+stated in the notice, [he] the Secretary shall revoke the certificate of 980
1121+registration of such foreign limited partnership to transact business in 981
1122+this state. 982
1123+(c) Upon revoking the certificate of registration of any foreign limited 983
1124+partnership, the Secretary of the State shall file a certificate of revocation 984
1125+in his office and shall: (1) [Mail] Send a copy thereof to such foreign 985
1126+limited partnership at its electronic mail address as last shown on [his] 986
1127+the Secretary's records; and (2) cause notice of the filing of such 987
1128+certificate of revocation to be posted on the office of the Secretary of the 988
1129+State's Internet web site for a period of sixty days following the date on 989
1130+which the Secretary of the State files the certificate of revocation. The 990
1131+filing of such certificate of revocation shall cause the authority of a 991
1132+foreign limited partnership to transact business in this state to cease. 992
1133+Notwithstanding the filing of the certificate of revocation, the 993
1134+appointment by a foreign limited partnership of an attorney upon 994
1135+whom process may be served shall continue in force as long as any 995
1136+liability remains outstanding against the foreign limited partnership in 996
1137+this state. 997
1138+Sec. 32. Section 34-275g of the general statutes is repealed and the 998
1139+following is substituted in lieu thereof (Effective January 1, 2025): 999
1140+(a) The foreign registration certificate of a foreign limited liability 1000
1141+company to transact business in this state may be revoked by the 1001
1142+Secretary of the State upon the conditions provided in this section when: 1002
1143+(1) The foreign limited liability company has failed to file its annual 1003
1144+report with the Secretary of the State; (2) a wilful misrepresentation has 1004
1145+been made of any material matter in any application, report, affidavit or 1005
1146+other document, submitted by such foreign limited liability company 1006
1147+pursuant to sections 34-275 to 34-275i, inclusive; (3) the foreign limited 1007 Substitute Bill No. 428
15491148
1550-(d) A foreign statutory trust which transacts business in this state
1551-without a valid certificate of registration shall be liable to this state, for
1552-each year or part thereof during which it transacted business in this state
1553-without such certificate, in an amount equal to: (1) All fees and taxes
1554-which would have been imposed by law upon such statutory trust had
1555-it duly applied for and received such registration to transact business in
1556-this state, and (2) all interest and penalties imposed by law for failure to
1557-pay such fees and taxes. A foreign statutory trust is further liable to this
1558-state, for each month or part thereof during which it transacted business
1559-without a valid certificate of registration, in an amount equal to three
1560-hundred dollars, except that a foreign statutory trust which has
1561-registered with the Secretary of the State not later than ninety days after
1562-it has commenced transacting business in this state shall not be liable for
1563-such monthly penalty. Such fees and penalties may be levied by the
1564-Secretary of the State. The Attorney General may bring proceedings to
1565-recover all amounts due this state under the provisions of this
1566-subsection not later than three years after the date of the levy assessed
1567-by the Secretary of the State.
1568-Sec. 48. (NEW) (Effective from passage) The Secretary of the State has
1569-the power reasonably necessary to perform the duties required of the
1570-Secretary by sections 34-500 to 34-599, inclusive, of the general statutes.
1571-Sec. 49. (NEW) (Effective from passage) (a) The Secretary of the State
1572-may propound to any statutory trust subject to the provisions of sections
1573-34-500 to 34-599, inclusive, of the general statutes, domestic or foreign,
1574-and to any trustee thereof, interrogatories as may be reasonably
1575-necessary and proper to enable the Secretary to ascertain whether such
1576-statutory trust has complied with the provisions of said sections
1577-applicable to such statutory trust. Such interrogatories shall be
1578-answered within thirty days after the mailing thereof, or within such
1579-additional time as shall be fixed by the Secretary of the State, and the
1580-answers thereto shall be full and complete and shall be made in writing Substitute Senate Bill No. 428
15811149
1582-Public Act No. 24-111 49 of 53
1150+LCO 33 of 52
15831151
1584-and under oath. If such interrogatories are directed to an individual,
1585-they shall be answered by such individual, and, if directed to a statutory
1586-trust, they shall be answered by any trustee thereof.
1587-(b) Each statutory trust, domestic or foreign, and each trustee of a
1588-statutory trust, domestic or foreign, failing or refusing within the time
1589-prescribed by this section to answer truthfully and fully interrogatories
1590-duly propounded to such trust or such trustee by the Secretary of the
1591-State as provided in subsection (a) of this section shall be fined not more
1592-than five hundred dollars.
1593-(c) Interrogatories propounded by the Secretary of the State and the
1594-answers thereto shall not be opened to public inspection nor shall the
1595-Secretary of the State disclose any facts or information obtained
1596-therefrom except insofar as the Secretary's official duty may require the
1597-same to be made public or if such interrogatories or the answers thereto
1598-are required for evidence in any criminal proceedings or in any other
1599-action by this state.
1600-Sec. 50. (NEW) (Effective from passage) (a) As used in this section:
1601-(1) "Connecticut Business Registry" means the data and filing history
1602-of all businesses that form or register with the Secretary of the State
1603-under titles 33 and 34 of the general statutes and made available to the
1604-public on the state's centralized business Internet web site.
1605-(2) "Verify" means to confirm the veracity of data submitted and
1606-accepted by the Secretary.
1607-(3) "Registered business entity" means any corporation, limited
1608-liability company, limited liability partnership, limited partnership,
1609-statutory trust or any other business entity on the Connecticut Business
1610-Registry.
1611-(b) The Secretary may verify the data submitted to the Connecticut Substitute Senate Bill No. 428
1152+liability company is exceeding the authority conferred upon it by said 1008
1153+sections; or (4) the foreign limited liability company is without an agent 1009
1154+upon whom process may be served in this state for sixty days or more. 1010
1155+(b) On the happening of an event set forth in subdivision (1), (2), (3) 1011
1156+or (4) of subsection (a) of this section, the Secretary of the State shall give 1012
1157+not less than twenty days' written notice to the foreign limited liability 1013
1158+company that the Secretary intends to revoke the foreign registration 1014
1159+certificate of such foreign limited liability company for one of said 1015
1160+causes, specifying the same. Such notice shall be given by [registered or 1016
1161+certified mail] electronic mail addressed to the foreign limited liability 1017
1162+company at its electronic mail address as last shown on the records of 1018
1163+the Secretary of the State. If, before expiration of the time set forth in the 1019
1164+notice, the foreign limited liability company establishes to the 1020
1165+satisfaction of the Secretary of the State that the stated cause for the 1021
1166+revocation of its foreign registration certificate did not exist at the time 1022
1167+the notice was mailed or, if it did exist at said time, has been cured, the 1023
1168+Secretary of the State shall take no further action. Otherwise, on the 1024
1169+expiration of the time set forth in the notice, the Secretary shall revoke 1025
1170+the foreign registration certificate of such foreign limited liability 1026
1171+company to transact business in this state. 1027
1172+(c) Upon revoking the foreign registration certificate of any foreign 1028
1173+limited liability company, the Secretary of the State shall file a certificate 1029
1174+of revocation in his office and shall: (1) [Mail] Send a copy thereof to 1030
1175+such foreign limited liability company at its electronic mail address as 1031
1176+last shown on the Secretary's records; and (2) cause notice of the filing 1032
1177+of such certificate of revocation to be posted on the office of the Secretary 1033
1178+of the State's Internet web site for a period of sixty days following the 1034
1179+date on which the Secretary of the State files the certificate of revocation. 1035
1180+The filing of such certificate of revocation shall cause the authority of a 1036
1181+foreign limited liability company to transact business in this state to 1037
1182+cease. Notwithstanding the filing of the certificate of revocation, the 1038
1183+appointment by a foreign limited liability company of a registered agent 1039
1184+upon whom process may be served shall continue in force as long as any 1040
1185+liability remains outstanding against the foreign limited liability 1041 Substitute Bill No. 428
16121186
1613-Public Act No. 24-111 50 of 53
16141187
1615-Business Registry and confirm that such information has been
1616-transmitted with the authorization of the registered business entity for
1617-which it is filed. When verifying such data, the Secretary may prevent
1618-the submission of data that cannot be authenticated and reject the filing
1619-of data that cannot be authenticated. If the Secretary finds that any data
1620-submitted cannot be verified, the Secretary may administratively
1621-dissolve, forfeit, revoke or cancel the registered business entity in
1622-accordance with the applicable provisions of titles 33 and 34 of the
1623-general statutes.
1624-(c) The Secretary may take the following measures to prevent the
1625-fraudulent submission of data to the Connecticut Business Registry:
1626-(1) Authenticate the identity of the person submitting a filing to the
1627-Secretary;
1628-(2) Authenticate any and all electronic mail addresses and cellular
1629-telephone numbers provided in connection with a filing on the
1630-Connecticut Business Registry, including the electronic mail address
1631-and cellular telephone number used by the person submitting the filing
1632-and the electronic mail address of record for the business;
1633-(3) Require proof that the registered business entity has authorization
1634-to use the address provided to the Secretary as the principal business
1635-address. Such proof may include evidence that the registered business
1636-entity or one of its principals owns or leases the property or that the
1637-owner or lessor of the property consents to the use of the property as the
1638-registered business entity's principal place of business;
1639-(4) Require that all addresses submitted to the Secretary be valid
1640-according to the United States Postal Service; and
1641-(5) Take such other measures as the Secretary deems necessary that
1642-further the purposes of this section and are consistent with the law of
1643-this state. Substitute Senate Bill No. 428
1188+LCO 34 of 52
16441189
1645-Public Act No. 24-111 51 of 53
1190+company in this state. 1042
1191+Sec. 33. Section 34-433 of the general statutes is repealed and the 1043
1192+following is substituted in lieu thereof (Effective January 1, 2025): 1044
1193+(a) The certificate of authority of a foreign registered limited liability 1045
1194+partnership to transact business in this state may be revoked by the 1046
1195+Secretary of the State upon the conditions provided in this section when: 1047
1196+(1) The foreign registered limited liability partnership has failed to file 1048
1197+its annual report with the Secretary of the State; or (2) a wilful 1049
1198+misrepresentation has been made of any material matter in any 1050
1199+application, report, affidavit or other document, submitted by such 1051
1200+foreign registered limited liability partnership pursuant to sections 34-1052
1201+300 to 34-434, inclusive. 1053
1202+(b) (1) Upon the happening of the events set out in subdivision (1) of 1054
1203+subsection (a) of this section, the Secretary of the State may revoke the 1055
1204+certificate of authority of such foreign registered limited liability 1056
1205+partnership to transact business in this state. (2) Upon determining to 1057
1206+revoke the certificate of authority of a foreign registered limited liability 1058
1207+partnership the Secretary of the State shall give not less than thirty days' 1059
1208+written notice to the foreign registered limited liability partnership that 1060
1209+said Secretary intends to revoke the certificate of authority of such 1061
1210+foreign registered limited liability partnership for one of said causes, 1062
1211+specifying the same. Such notice shall be given by [first class] electronic 1063
1212+mail addressed to the foreign registered limited liability partnership at 1064
1213+its electronic mail address as last shown on the records of the Secretary 1065
1214+of the State. If, before expiration of the time set forth in the notice, the 1066
1215+foreign registered limited liability partnership establishes to the 1067
1216+satisfaction of the Secretary of the State that the stated cause for the 1068
1217+revocation of its certificate of authority did not exist at the time the 1069
1218+notice was mailed or, if it did exist at such time, has been cured, the 1070
1219+Secretary of the State shall take no further action. Otherwise, on the 1071
1220+expiration of the time stated in the notice, said Secretary shall revoke the 1072
1221+certificate of authority of such foreign registered limited liability 1073
1222+partnership to transact business in this state. 1074 Substitute Bill No. 428
16461223
1647-Sec. 51. (NEW) (Effective January 1, 2025) The following requirements
1648-apply to any registered agent required to be appointed by law for any
1649-corporation, limited liability company, limited liability partnership,
1650-limited partnership or any other business entity that forms or is required
1651-to register with the Secretary of the State:
1652-(1) If the agent is a natural person, the person shall be eighteen years
1653-of age or older and be a resident of Connecticut during all such times as
1654-the person is named as agent. The Secretary may require proof that (A)
1655-the name of the agent provided is the legal name of the person
1656-appointed agent, (B) the residential address provided is the agent's
1657-primary residence, and (C) the business address is the usual place of
1658-business of the agent.
1659-(2) If the agent is another registered business entity, such entity shall
1660-be in good standing with the Secretary of the State. For the purposes of
1661-this subparagraph, "good standing" means that the registered business
1662-entity is active on the Secretary's records and compliant with its legal
1663-obligation to file annual reports and maintain a registered agent.
1664-(3) The business address provided for a registered business entity
1665-appointed to serve as registered agent for another registered business
1666-entity shall be the usual place of business for such agent. For the
1667-purposes of this subdivision, "usual place of business" means a place in
1668-this state that is customarily open during normal business hours where
1669-a person who is authorized to perform the services of a registered agent,
1670-including acceptance of service of process and other notifications for the
1671-entity for which the registered agent is serving as registered agent, is
1672-commonly present. "Usual place of business" does not include a United
1673-States post office box or a commercial post office box.
1674-Sec. 52. (NEW) (Effective October 1, 2024) (a) The following actions are
1675-prohibited with respect to any data, document or record submitted to
1676-the Secretary of the State on behalf of a business entity under title 33 or Substitute Senate Bill No. 428
16771224
1678-Public Act No. 24-111 52 of 53
1225+LCO 35 of 52
16791226
1680-34 of the general statutes:
1681-(1) Including the name of a person on a document filed with the
1682-Secretary under title 33 or 34 of the general statutes without the named
1683-person's written consent if the person is included in the filing as:
1684-(A) The registered agent;
1685-(B) The person causing the document to be delivered to the Secretary
1686-for filing;
1687-(C) The person incorporating, forming or organizing an entity;
1688-(D) The person named as officer, director, member, manager, partner
1689-or other principal of the entity; or
1690-(E) Any other person required under title 33 or 34 of the general
1691-statutes to be identified in a document filed with the Secretary.
1692-(2) Including an address in a document filed with the Secretary under
1693-title 33 or 34 of the general statutes without the consent of the owner or
1694-occupant of the included address; and
1695-(3) Delivering a document regarding an entity to the Secretary if the
1696-person who makes the delivery lacks the necessary written consent or
1697-authority to do so.
1698-(b) An intentional violation of this section in connection with a filing
1699-with the Secretary of the State shall constitute perjury under section 53a-
1700-156 of the general statutes and shall be a class D felony.
1701-Sec. 53. Section 34-275c of the general statutes is repealed and the
1702-following is substituted in lieu thereof (Effective January 1, 2025):
1703-(a) A registered foreign limited liability company shall deliver to the
1704-Secretary of the State for filing an amendment to its foreign registration Substitute Senate Bill No. 428
1227+(c) Upon revoking the certificate of authority of any foreign registered 1075
1228+limited liability partnership, the Secretary of the State shall file a 1076
1229+certificate of revocation in his office and shall: (1) [Mail] Send a copy 1077
1230+thereof to such foreign registered limited liability partnership at its 1078
1231+address as last shown on said Secretary's records; and (2) cause notice 1079
1232+of the filing of such certificate of revocation to be posted on the office of 1080
1233+the Secretary of the State's Internet web site for a period of sixty days 1081
1234+following the date on which the Secretary of the State files the certificate 1082
1235+of revocation. The filing of such certificate shall cause the authority of a 1083
1236+foreign registered limited liability partnership to transact business in 1084
1237+this state to cease. Notwithstanding the filing of the certificate of 1085
1238+revocation, the appointment by a foreign registered limited liability 1086
1239+partnership of an attorney upon whom process may be served shall 1087
1240+continue in force as long as any liability remains outstanding against the 1088
1241+partnership in this state. 1089
1242+(d) The authority to transact business in this state is retained until 1090
1243+expressly revoked by the Secretary of the State. Revocation of the 1091
1244+authority of a foreign registered limited liability partnership to transact 1092
1245+business in this state shall not affect the status of said partnership in this 1093
1246+state under subsection (4) of section 34-400, or the validity of the acts of 1094
1247+said partnership occurring prior to the effective date of revocation. 1095
1248+Sec. 34. (NEW) (Effective January 1, 2025) (a) No person shall transact 1096
1249+business in this state under any assumed or fictitious name, or under 1097
1250+any designation, name or style, corporate or otherwise, other than the 1098
1251+real name or names of the person or persons transacting such business, 1099
1252+unless a trade name certificate has been issued in accordance with this 1100
1253+section or section 35 of this act. 1101
1254+(b) An application for a trade name certificate shall be filed on a form 1102
1255+prescribed by the Secretary of the State in the office of the town clerk in 1103
1256+the town in which such business is, or will be, principally transacted. 1104
1257+(1) An application filed by a natural person or a group of natural 1105
1258+persons shall provide: (A) The name under which such business is, or 1106 Substitute Bill No. 428
17051259
1706-Public Act No. 24-111 53 of 53
17071260
1708-certificate if there is a change in: (1) The name of the company; or (2) the
1709-company's governing jurisdiction.
1710-(b) The requirements of section 34-275b, as amended by this act, for
1711-registering a foreign limited liability company apply to obtaining an
1712-amended registration under this section.
1713-Sec. 54. Subdivision (2) of subsection (f) of section 14-12 of the general
1714-statutes is repealed and the following is substituted in lieu thereof
1715-(Effective January 1, 2025):
1716-(2) The commissioner shall not register a motor vehicle if the
1717-commissioner knows that the motor vehicle's equipment fails to comply
1718-with the provisions of this chapter, provided nothing contained in this
1719-section shall preclude the commissioner from issuing one or more
1720-temporary registrations for a motor vehicle not previously registered in
1721-this state. [or from issuing a temporary registration for a motor vehicle
1722-under a trade name without a certified copy of the notice required by
1723-section 35-1.]
1724-Sec. 55. Subsection (c) of section 16a-22k of the general statutes is
1725-repealed and the following is substituted in lieu thereof (Effective January
1726-1, 2025):
1727-(c) Each heating fuel dealer who sells under a trade name heating fuel
1728-or who provides service for heating fuel burners shall disclose to any
1729-consumer or potential consumer on any communication and invoice
1730-and in any advertising, the name of the person or entity which has filed
1731-a certificate to use such a trade name. [, as required by and pursuant to
1732-section 35-1.]
1733-Sec. 56. Section 35-1 of the general statutes is repealed. (Effective
1734-January 1, 2025)
1261+LCO 36 of 52
1262+
1263+will be, transacted, (B) the physical address of the business located in 1107
1264+the town of filing, (C) the valid electronic mail address of the business, 1108
1265+and (D) the full name, physical address and valid electronic mail 1109
1266+address of each person transacting such business. 1110
1267+(2) For the purposes of this section, "business organization" means 1111
1268+any corporation, limited partnership, limited liability partnership or 1112
1269+limited liability company on record with the Secretary of the State. An 1113
1270+application filed by a business organization shall provide: (A) The name 1114
1271+under which such business is, or will be, transacted, (B) the business 1115
1272+identification number for the business organization provided by the 1116
1273+Secretary of the State, (C) the name of the corporation, limited 1117
1274+partnership, limited liability partnership or limited liability company on 1118
1275+file with the Secretary of the State, (D) the principal business address of 1119
1276+the business organization on file with the Secretary of the State, and (E) 1120
1277+the electronic mail address of the business organization. 1121
1278+(c) An application for a trade name certificate shall be executed by 1122
1279+each natural person filing such application or, in the case of a business 1123
1280+organization, by an authorized officer of such business organization and 1124
1281+acknowledged before an authority qualified to administer oaths. The 1125
1282+filing fee for the trade name application shall be in accordance with 1126
1283+section 7-34a of the general statutes, as amended by this act. 1127
1284+(d) A town clerk shall issue a trade name certificate upon acceptance 1128
1285+of a trade name application filed in accordance with this section or 1129
1286+section 35 of this act. Such certificate shall be valid for a period of five 1130
1287+years from the date of issuance. 1131
1288+(e) All trade name certificates issued prior to January 1, 2025, shall 1132
1289+expire on December 31, 2029, unless renewed in accordance with this 1133
1290+act. A trade name in existence prior to January 1, 2025, may be renewed 1134
1291+at any time during such five-year period and the renewed trade name 1135
1292+shall be valid for five years from the date such renewal is accepted by 1136
1293+the town clerk. 1137
1294+Sec. 35. (NEW) (Effective January 1, 2025) (a) A trade name certificate 1138 Substitute Bill No. 428
1295+
1296+
1297+LCO 37 of 52
1298+
1299+may be renewed not earlier than six months prior to the expiration date 1139
1300+of such certificate and not later than the expiration date of such 1140
1301+certificate. An application for renewal shall be on a form prescribed by 1141
1302+the Secretary of the State and provide the information required by 1142
1303+section 34 of this act. Upon acceptance of an application for renewal, the 1143
1304+town clerk shall issue a new trade name certificate, which shall be valid 1144
1305+for five years from the expiration date of the previous certificate. The 1145
1306+filing fee for a trade name renewal shall be in accordance with section 7-1146
1307+34a of the general statutes, as amended by this act. 1147
1308+(b) Any information contained on an original application for a trade 1148
1309+name certificate or a renewal application may be amended by the filer 1149
1310+at any time prior to the expiration of the trade name certificate and the 1150
1311+fee for such amendment shall be in accordance with section 7-34a of the 1151
1312+general statutes, as amended by this act. 1152
1313+(c) A trade name certificate may be cancelled by the filer prior to the 1153
1314+expiration date of the trade name certificate upon filing a cancellation of 1154
1315+the trade name certificate with the town clerk of the town where the 1155
1316+original application was filed, and the fee for such cancellation shall be 1156
1317+in accordance with section 7-34a of the general statutes, as amended by 1157
1318+this act. 1158
1319+Sec. 36. (NEW) (Effective January 1, 2025) (a) Each town clerk shall 1159
1320+keep an alphabetical index of the trade name certificates issued by such 1160
1321+town clerk and the natural persons, corporations, limited partnerships, 1161
1322+limited liability partnerships or limited liability companies filing such 1162
1323+trade name applications. 1163
1324+(b) The Secretary of the State shall create an electronic system for 1164
1325+town clerks to process applications for trade name certificates. Such 1165
1326+system shall provide for state-wide public searching of trade name 1166
1327+certificate information. Any town clerk utilizing such system shall be 1167
1328+deemed to have complied with the indexing requirements in subsection 1168
1329+(a) of this section. On and after January 1, 2026, the Secretary may 1169
1330+require town clerks to utilize the electronic system described in this 1170 Substitute Bill No. 428
1331+
1332+
1333+LCO 38 of 52
1334+
1335+section. 1171
1336+Sec. 37. (NEW) (Effective January 1, 2025) (a) A copy of any trade name 1172
1337+certificate, certified by the town clerk from whose office the same has 1173
1338+been issued, shall be presumptive evidence, in all courts in this state, of 1174
1339+the facts contained in such certificate. The provisions of sections 34 to 1175
1340+36, inclusive, of this act shall not prevent the lawful use of a partnership 1176
1341+name or designation, if such partnership name or designation includes 1177
1342+the true surname of at least one of the individuals composing such 1178
1343+partnership. 1179
1344+(b) A trade name certificate shall not be required for any domestic or 1180
1345+foreign limited partnership, limited liability partnership, limited 1181
1346+liability company, corporation or statutory trust registered with the 1182
1347+Secretary of the State pursuant to title 33 or 34 of the general statutes, as 1183
1348+applicable, provided such entity transacts business under the name 1184
1349+stated in its formation or registration document, as applicable, filed with 1185
1350+the Secretary of the State. 1186
1351+(c) Nothing in sections 34 to 38, inclusive, of this act shall require any 1187
1352+town clerk to determine that the trade name that is the subject of a trade 1188
1353+name certificate issued pursuant to section 34 or 35 of this act is unique 1189
1354+in the town of filing or in any other town in the state. 1190
1355+(d) Any person transacting business in violation of the provisions of 1191
1356+sections 34 to 38, inclusive, of this act shall be fined not more than five 1192
1357+hundred dollars, imprisoned not more than one year, or both. Failure to 1193
1358+comply with the provisions of sections 34 to 38, inclusive, of this act shall 1194
1359+be deemed to be an unfair or deceptive trade practice under subsection 1195
1360+(a) of section 42-110b of the general statutes. 1196
1361+Sec. 38. (NEW) (Effective January 1, 2025) (a) No person shall use, in 1197
1362+any printed advertisement, an assumed or fictitious name for the 1198
1363+conduct of such person's business that includes the name of any 1199
1364+municipality in this state in such a manner as to suggest that such 1200
1365+person's business is located in such municipality unless: (1) Such 1201
1366+person's business is, in fact, located in such municipality; or (2) such 1202 Substitute Bill No. 428
1367+
1368+
1369+LCO 39 of 52
1370+
1371+person includes in any such printed advertisement the complete street 1203
1372+address of the location from which such person's business is actually 1204
1373+conducted, including the municipality and, if located outside of 1205
1374+Connecticut, the state in which such person's business is located. A 1206
1375+violation of any provision of this section by a person conducting 1207
1376+business under an assumed or fictitious name that includes the name of 1208
1377+a municipality in this state shall be deemed an unfair or deceptive trade 1209
1378+practice under subsection (a) of section 42-110b of the general statutes. 1210
1379+(b) The provisions of this section shall not apply to the use of (1) any 1211
1380+trademark or service mark registered under the laws of this state or 1212
1381+under federal law, (2) any name that, when applied to the goods or 1213
1382+services of such person's business, is merely descriptive of them, or (3) 1214
1383+any name that is merely a surname. 1215
1384+(c) Nothing in this section shall be construed to impose any liability 1216
1385+on any publisher that relies on the written assurances of a person 1217
1386+placing such printed advertisement that such person has authority to 1218
1387+use any such assumed or fictitious name. 1219
1388+Sec. 39. Subdivision (1) of subsection (a) of section 7-34a of the general 1220
1389+statutes is repealed and the following is substituted in lieu thereof 1221
1390+(Effective January 1, 2025): 1222
1391+(a) (1) Town clerks shall receive, for recording any document, ten 1223
1392+dollars for the first page and five dollars for each subsequent page or 1224
1393+fractional part thereof, a page being not more than eight and one-half by 1225
1394+fourteen inches. Town clerks shall receive, for recording the information 1226
1395+contained in a certificate of registration for the practice of any of the 1227
1396+healing arts, five dollars. Town clerks shall receive, for recording 1228
1397+documents conforming to, or substantially similar to, section 47-36c, 1229
1398+which are clearly entitled "statutory form" in the heading of such 1230
1399+documents, as follows: For the first page of a warranty deed, a quitclaim 1231
1400+deed, a mortgage deed, or an assignment of mortgage, ten dollars; for 1232
1401+each additional page of such documents, five dollars; and for each 1233
1402+assignment of mortgage, subsequent to the first two assignments, two 1234 Substitute Bill No. 428
1403+
1404+
1405+LCO 40 of 52
1406+
1407+dollars. Town clerks shall receive, for recording any document with 1235
1408+respect to which certain data must be submitted by each town clerk to 1236
1409+the Secretary of the Office of Policy and Management in accordance with 1237
1410+section 10-261b, two dollars in addition to the regular recording fee. Any 1238
1411+person who offers any written document for recording in the office of 1239
1412+any town clerk, which document fails to have legibly typed, printed or 1240
1413+stamped directly beneath the signatures the names of the persons who 1241
1414+executed such document, the names of any witnesses thereto and the 1242
1415+name of the officer before whom the same was acknowledged, shall pay 1243
1416+one dollar in addition to the regular recording fee. Town clerks shall 1244
1417+receive, for recording any deed, except a mortgage deed, conveying title 1245
1418+to real estate, which deed does not contain the current mailing address 1246
1419+of the grantee, five dollars in addition to the regular recording fee. Town 1247
1420+clerks shall receive, for filing any document, ten dollars; for receiving 1248
1421+and keeping a survey or map, legally filed in the town clerk's office, ten 1249
1422+dollars; and for indexing such survey or map, in accordance with section 1250
1423+7-32, ten dollars, except with respect to indexing any such survey or map 1251
1424+pertaining to a subdivision of land as defined in section 8-18, in which 1252
1425+event town clerks shall receive twenty dollars for each such indexing. 1253
1426+Town clerks shall receive, for a copy, in any format, of any document 1254
1427+either recorded or filed in their offices, one dollar for each page or 1255
1428+fractional part thereof, as the case may be; for certifying any copy of the 1256
1429+same, two dollars; for making a copy of any survey or map, the actual 1257
1430+cost thereof; and for certifying such copy of a survey or map, two 1258
1431+dollars. Town clerks shall receive, for recording the commission and 1259
1432+oath of a notary public and for a trade name application, renewal, 1260
1433+amendment, cancellation or other filing, twenty dollars; and for 1261
1434+certifying under seal to the official character of a notary, five dollars. 1262
1435+Sec. 40. Subsection (d) of section 33-921 of the general statutes is 1263
1436+repealed and the following is substituted in lieu thereof (Effective from 1264
1437+passage): 1265
1438+(d) A foreign corporation is liable to this state, for the years or parts 1266
1439+thereof during which it transacted business in this state without a 1267
1440+certificate of authority, in an amount equal to (1) all fees and taxes which 1268 Substitute Bill No. 428
1441+
1442+
1443+LCO 41 of 52
1444+
1445+would have been imposed by law upon such corporation had it duly 1269
1446+applied for and received such certificate of authority to transact business 1270
1447+in this state, and (2) all interest and penalties imposed by law for failure 1271
1448+to pay such fees and taxes. A foreign corporation is further liable to this 1272
1449+state, for each month or part thereof during which it transacted business 1273
1450+without a certificate of authority, in an amount equal to three hundred 1274
1451+dollars, except that a foreign corporation which has obtained a 1275
1452+certificate of authority not later than ninety days after it has commenced 1276
1453+transacting business in this state shall not be liable for such monthly 1277
1454+penalty. Such fees and penalties may be levied by the Secretary of the 1278
1455+State. The Attorney General shall bring such action as he may deem 1279
1456+necessary to recover any amounts due the state under the provisions of 1280
1457+this subsection including an action to restrain a foreign corporation 1281
1458+against which fees and penalties have been imposed pursuant to this 1282
1459+subsection from transacting business in this state until such time as such 1283
1460+fees and penalties have been paid. Any action to enforce liability under 1284
1461+this section shall be brought by the Attorney General not later than three 1285
1462+years after the date of the levy assessed by the Secretary of the State. 1286
1463+Sec. 41. Subsection (d) of section 33-1211 of the general statutes is 1287
1464+repealed and the following is substituted in lieu thereof (Effective from 1288
1465+passage): 1289
1466+(d) A foreign corporation is liable to this state, for the years or parts 1290
1467+thereof during which it conducted affairs in this state without a 1291
1468+certificate of authority, in an amount equal to (1) all fees and taxes which 1292
1469+would have been imposed by law upon such corporation had it duly 1293
1470+applied for and received such certificate of authority to conduct affairs 1294
1471+in this state, and (2) all interest and penalties imposed by law for failure 1295
1472+to pay such fees and taxes. A foreign corporation is further liable to this 1296
1473+state, for each month or part thereof during which it conducted affairs 1297
1474+in this state without a certificate of authority, in an amount equal to 1298
1475+three hundred dollars, except that a foreign corporation which has 1299
1476+obtained a certificate of authority not later than ninety days after it has 1300
1477+commenced conducting affairs in this state shall not be liable for such 1301
1478+monthly penalty. Such fees and penalties may be levied by the Secretary 1302 Substitute Bill No. 428
1479+
1480+
1481+LCO 42 of 52
1482+
1483+of the State. The Attorney General shall bring such action as he may 1303
1484+deem necessary to recover any amounts due the state under the 1304
1485+provisions of this subsection including an action to restrain a foreign 1305
1486+corporation against which fees and penalties have been imposed 1306
1487+pursuant to this subsection from conducting affairs in this state until 1307
1488+such time as such fees and penalties have been paid. Any action to 1308
1489+enforce liability under this section shall be brought by the Attorney 1309
1490+General not later than three years after the date of the levy assessed by 1310
1491+the Secretary of the State. 1311
1492+Sec. 42. Subsection (g) of section 34-275a of the general statutes is 1312
1493+repealed and the following is substituted in lieu thereof (Effective from 1313
1494+passage): 1314
1495+(g) A foreign limited liability company which transacts business in 1315
1496+this state without a valid foreign registration certificate shall be liable to 1316
1497+this state, for each year or part thereof during which it transacted 1317
1498+business in this state without such certificate, in an amount equal to: (1) 1318
1499+All fees and taxes which would have been imposed by law upon such 1319
1500+limited liability company had it duly applied for and received such 1320
1501+registration to transact business in this state, and (2) all interest and 1321
1502+penalties imposed by law for failure to pay such fees and taxes. A 1322
1503+foreign limited liability company is further liable to this state, for each 1323
1504+month or part thereof during which it transacted business in this state 1324
1505+without a valid foreign registration certificate, in an amount equal to 1325
1506+three hundred dollars, except that a foreign limited liability company 1326
1507+which has registered with the Secretary of the State not later than ninety 1327
1508+days after it has commenced transacting business in this state shall not 1328
1509+be liable for such monthly penalty. Such fees and penalties may be 1329
1510+levied by the Secretary of the State. The Attorney General may bring 1330
1511+proceedings to recover all amounts due this state under the provisions 1331
1512+of this subsection not later than three years after the date of the levy 1332
1513+assessed by the Secretary of the State. 1333
1514+Sec. 43. (NEW) (Effective from passage) The Secretary of the State has 1334
1515+the power reasonably necessary to perform the duties required of the 1335 Substitute Bill No. 428
1516+
1517+
1518+LCO 43 of 52
1519+
1520+Secretary by sections 34-243 to 34-299, inclusive, of the general statutes. 1336
1521+Sec. 44. (NEW) (Effective from passage) (a) The Secretary of the State 1337
1522+may propound to any limited liability company subject to the provisions 1338
1523+of sections 34-243 to 34-299, inclusive, of the general statutes, domestic 1339
1524+or foreign, and to any member or manager thereof, interrogatories as 1340
1525+may be reasonably necessary and proper to enable the Secretary to 1341
1526+ascertain whether such limited liability company has complied with the 1342
1527+provisions of said sections applicable to such limited liability company. 1343
1528+Such interrogatories shall be answered within thirty days after the 1344
1529+mailing thereof, or within such additional time as shall be fixed by the 1345
1530+Secretary of the State, and the answers thereto shall be full and complete 1346
1531+and shall be made in writing and under oath. If such interrogatories are 1347
1532+directed to an individual, they shall be answered by such individual, 1348
1533+and, if directed to a limited liability company, they shall be answered by 1349
1534+any member or manager thereof. 1350
1535+(b) Each limited liability company, domestic or foreign, and each 1351
1536+member or manager of a limited liability company, domestic or foreign, 1352
1537+failing or refusing within the time prescribed by this section to answer 1353
1538+truthfully and fully interrogatories duly propounded to such company, 1354
1539+member or manager by the Secretary of the State as provided in 1355
1540+subsection (a) of this section shall be fined not more than five hundred 1356
1541+dollars. 1357
1542+(c) Interrogatories propounded by the Secretary of the State and the 1358
1543+answers thereto shall not be open to public inspection nor shall the 1359
1544+Secretary of the State disclose any facts or information obtained 1360
1545+therefrom except insofar as the Secretary's official duty may require the 1361
1546+same to be made public or if such interrogatories or the answers thereto 1362
1547+are required for evidence in any criminal proceedings or in any other 1363
1548+action by this state. 1364
1549+Sec. 45. Subsection (c) of section 34-430 of the general statutes is 1365
1550+repealed and the following is substituted in lieu thereof (Effective from 1366
1551+passage): 1367 Substitute Bill No. 428
1552+
1553+
1554+LCO 44 of 52
1555+
1556+(c) A foreign registered limited liability partnership which transacts 1368
1557+business in this state without filing a certificate of authority under 1369
1558+section 34-429, as amended by this act, shall be liable to this state, for 1370
1559+each year or part thereof during which it transacted business in this state 1371
1560+without such certificate, in an amount equal to: (1) All fees and taxes 1372
1561+which would have been imposed by law upon such registered limited 1373
1562+liability partnership had it duly applied for and received such authority 1374
1563+to transact business in this state, and (2) all interest and penalties 1375
1564+imposed by law for failure to pay such fees and taxes. A foreign 1376
1565+registered limited liability partnership is further liable to this state, for 1377
1566+each month or part thereof during which it transacted business in this 1378
1567+state without filing a certificate of authority under section 34-429, as 1379
1568+amended by this act, in an amount equal to three hundred dollars, 1380
1569+except that a foreign registered limited liability partnership which has 1381
1570+filed a certificate of authority with the Secretary of the State not later 1382
1571+than ninety days after it has commenced transacting business in this 1383
1572+state shall not be liable for such monthly penalty. Such fees and penalties 1384
1573+may be levied by the Secretary of the State. The Attorney General may 1385
1574+bring proceedings to recover all amounts due this state under the 1386
1575+provisions of this subsection not later than three years after the date of 1387
1576+the levy assessed by the Secretary of the State. 1388
1577+Sec. 46. (NEW) (Effective from passage) The Secretary of the State has 1389
1578+the power reasonably necessary to perform the duties required of the 1390
1579+Secretary by sections 34-300 to 34-499, inclusive, of the general statutes. 1391
1580+Sec. 47. Subsection (d) of section 34-539 of the general statutes is 1392
1581+repealed and the following is substituted in lieu thereof (Effective from 1393
1582+passage): 1394
1583+(d) A foreign statutory trust which transacts business in this state 1395
1584+without a valid certificate of registration shall be liable to this state, for 1396
1585+each year or part thereof during which it transacted business in this state 1397
1586+without such certificate, in an amount equal to: (1) All fees and taxes 1398
1587+which would have been imposed by law upon such statutory trust had 1399
1588+it duly applied for and received such registration to transact business in 1400 Substitute Bill No. 428
1589+
1590+
1591+LCO 45 of 52
1592+
1593+this state, and (2) all interest and penalties imposed by law for failure to 1401
1594+pay such fees and taxes. A foreign statutory trust is further liable to this 1402
1595+state, for each month or part thereof during which it transacted business 1403
1596+without a valid certificate of registration, in an amount equal to three 1404
1597+hundred dollars, except that a foreign statutory trust which has 1405
1598+registered with the Secretary of the State not later than ninety days after 1406
1599+it has commenced transacting business in this state shall not be liable for 1407
1600+such monthly penalty. Such fees and penalties may be levied by the 1408
1601+Secretary of the State. The Attorney General may bring proceedings to 1409
1602+recover all amounts due this state under the provisions of this 1410
1603+subsection not later than three years after the date of the levy assessed 1411
1604+by the Secretary of the State. 1412
1605+Sec. 48. (NEW) (Effective from passage) The Secretary of the State has 1413
1606+the power reasonably necessary to perform the duties required of the 1414
1607+Secretary by sections 34-500 to 34-599, inclusive, of the general statutes. 1415
1608+Sec. 49. (NEW) (Effective from passage) (a) The Secretary of the State 1416
1609+may propound to any statutory trust subject to the provisions of sections 1417
1610+34-500 to 34-599, inclusive, of the general statutes, domestic or foreign, 1418
1611+and to any trustee thereof, interrogatories as may be reasonably 1419
1612+necessary and proper to enable the Secretary to ascertain whether such 1420
1613+statutory trust has complied with the provisions of said sections 1421
1614+applicable to such statutory trust. Such interrogatories shall be 1422
1615+answered within thirty days after the mailing thereof, or within such 1423
1616+additional time as shall be fixed by the Secretary of the State, and the 1424
1617+answers thereto shall be full and complete and shall be made in writing 1425
1618+and under oath. If such interrogatories are directed to an individual, 1426
1619+they shall be answered by such individual, and, if directed to a statutory 1427
1620+trust, they shall be answered by any trustee thereof. 1428
1621+(b) Each statutory trust, domestic or foreign, and each trustee of a 1429
1622+statutory trust, domestic or foreign, failing or refusing within the time 1430
1623+prescribed by this section to answer truthfully and fully interrogatories 1431
1624+duly propounded to such trust or such trustee by the Secretary of the 1432
1625+State as provided in subsection (a) of this section shall be fined not more 1433 Substitute Bill No. 428
1626+
1627+
1628+LCO 46 of 52
1629+
1630+than five hundred dollars. 1434
1631+(c) Interrogatories propounded by the Secretary of the State and the 1435
1632+answers thereto shall not be opened to public inspection nor shall the 1436
1633+Secretary of the State disclose any facts or information obtained 1437
1634+therefrom except insofar as the Secretary's official duty may require the 1438
1635+same to be made public or if such interrogatories or the answers thereto 1439
1636+are required for evidence in any criminal proceedings or in any other 1440
1637+action by this state. 1441
1638+Sec. 50. (NEW) (Effective from passage) (a) As used in this section: 1442
1639+(1) "Connecticut Business Registry" means the data and filing history 1443
1640+of all businesses that form or register with the Secretary of the State 1444
1641+under titles 33 and 34 of the general statutes and made available to the 1445
1642+public on the state's centralized business Internet web site. 1446
1643+(2) "Validate" means to prevent the submission of data that cannot be 1447
1644+authenticated by the Secretary, including rejection of the filing 1448
1645+containing such data. 1449
1646+(3) "Verify" means to confirm the veracity of data submitted and 1450
1647+accepted by the Secretary. 1451
1648+(4) "Registered business entity" means any corporation, limited 1452
1649+liability company, limited liability partnership, limited partnership, 1453
1650+statutory trust or any other business entity on the Connecticut Business 1454
1651+Registry. 1455
1652+(b) The Secretary may validate and verify the data submitted to the 1456
1653+Connecticut Business Registry and confirm that such information has 1457
1654+been transmitted with the authorization of the registered business entity 1458
1655+for which it is filed. If the Secretary finds that any data submitted cannot 1459
1656+be verified, the Secretary may, on the Secretary's own initiative, 1460
1657+investigate and refer the matter to the Attorney General in accordance 1461
1658+with the provisions of this section. 1462
1659+(c) The Secretary may take the following measures to prevent the 1463 Substitute Bill No. 428
1660+
1661+
1662+LCO 47 of 52
1663+
1664+fraudulent submission of data to the Connecticut Business Registry: 1464
1665+(1) Validate the identity of the person submitting a filing to the 1465
1666+Secretary; 1466
1667+(2) Validate any and all electronic mail addresses and cellular 1467
1668+telephone numbers provided in connection with a filing on the 1468
1669+Connecticut Business Registry, including the electronic mail address 1469
1670+and cellular telephone number used by the person submitting the filing 1470
1671+and the electronic mail address of record for the business; 1471
1672+(3) Require proof that the registered business entity has authorization 1472
1673+to use the address provided to the Secretary as the principal business 1473
1674+address. Such proof may include evidence that the registered business 1474
1675+entity or one of its principals owns or leases the property or that the 1475
1676+owner or lessor of the property consents to the use of the property as the 1476
1677+registered business entity's principal place of business; 1477
1678+(4) Require that all addresses submitted to the Secretary be valid 1478
1679+according to the United States Postal Service; and 1479
1680+(5) Take such other measures as the Secretary deems necessary that 1480
1681+further the purposes of this section and are consistent with the law of 1481
1682+this state. 1482
1683+Sec. 51. (NEW) (Effective January 1, 2025) The following requirements 1483
1684+apply to any registered agent required to be appointed by law for any 1484
1685+corporation, limited liability company, limited liability partnership, 1485
1686+limited partnership or any other business entity that forms or is required 1486
1687+to register with the Secretary of the State: 1487
1688+(1) If the agent is a natural person, the person shall be eighteen years 1488
1689+of age or older and be a resident of Connecticut during all such times as 1489
1690+the person is named as agent. The Secretary may require proof that (A) 1490
1691+the name of the agent provided is the legal name of the person 1491
1692+appointed agent, (B) the residential address provided is the agent's 1492
1693+primary residence, and (C) the business address is the usual place of 1493 Substitute Bill No. 428
1694+
1695+
1696+LCO 48 of 52
1697+
1698+business of the agent. 1494
1699+(2) If the agent is another registered business entity, such entity shall 1495
1700+be in good standing with the Secretary of the State. For the purposes of 1496
1701+this subparagraph, "good standing" means that the registered business 1497
1702+entity is active on the Secretary's records and compliant with its legal 1498
1703+obligation to file annual reports and maintain a registered agent. 1499
1704+(3) The business address provided for a registered business entity 1500
1705+appointed to serve as registered agent for another registered business 1501
1706+entity shall be the usual place of business for such agent. For the 1502
1707+purposes of this subdivision, "usual place of business" means a place in 1503
1708+this state that is customarily open during normal business hours where 1504
1709+a person who is authorized to perform the services of a registered agent, 1505
1710+including acceptance of service of process and other notifications for the 1506
1711+entity for which the registered agent is serving as registered agent, is 1507
1712+commonly present. "Usual place of business" does not include a United 1508
1713+States post office box or a commercial post office box. 1509
1714+Sec. 52. (NEW) (Effective October 1, 2024) (a) The following actions are 1510
1715+prohibited with respect to any data, document or record submitted to 1511
1716+the Secretary of the State on behalf of a business entity under title 33 or 1512
1717+34 of the general statutes: 1513
1718+(1) Including the name of a person on a document filed with the 1514
1719+Secretary under title 33 or 34 of the general statutes without the named 1515
1720+person's written consent if the person is included in the filing as: 1516
1721+(A) The registered agent; 1517
1722+(B) The person causing the document to be delivered to the Secretary 1518
1723+for filing; 1519
1724+(C) The person incorporating, forming or organizing an entity; 1520
1725+(D) The person named as officer, director, member, manager, partner 1521
1726+or other principal of the entity; or 1522 Substitute Bill No. 428
1727+
1728+
1729+LCO 49 of 52
1730+
1731+(E) Any other person required under title 33 or 34 of the general 1523
1732+statutes to be identified in a document filed with the Secretary. 1524
1733+(2) Including an address in a document filed with the Secretary under 1525
1734+title 33 or 34 of the general statutes without the consent of the owner or 1526
1735+occupant of the included address; and 1527
1736+(3) Delivering a document regarding an entity to the Secretary if the 1528
1737+person who makes the delivery lacks the necessary written consent or 1529
1738+authority to do so. 1530
1739+(b) An intentional violation of this section in connection with a filing 1531
1740+with the Secretary of the State shall constitute perjury under section 53a-1532
1741+156 of the general statutes and shall be a class D felony. 1533
1742+Sec. 53. Section 34-275c of the general statutes is repealed and the 1534
1743+following is substituted in lieu thereof (Effective January 1, 2025): 1535
1744+(a) A registered foreign limited liability company shall deliver to the 1536
1745+Secretary of the State for filing an amendment to its foreign registration 1537
1746+certificate if there is a change in: (1) The name of the company; or (2) the 1538
1747+company's governing jurisdiction. 1539
1748+(b) The requirements of section 34-275b, as amended by this act, for 1540
1749+registering a foreign limited liability company apply to obtaining an 1541
1750+amended registration under this section. 1542
1751+Sec. 54. Subdivision (2) of subsection (f) of section 14-12 of the general 1543
1752+statutes is repealed and the following is substituted in lieu thereof 1544
1753+(Effective January 1, 2025): 1545
1754+(2) The commissioner shall not register a motor vehicle if the 1546
1755+commissioner knows that the motor vehicle's equipment fails to comply 1547
1756+with the provisions of this chapter, provided nothing contained in this 1548
1757+section shall preclude the commissioner from issuing one or more 1549
1758+temporary registrations for a motor vehicle not previously registered in 1550
1759+this state. [or from issuing a temporary registration for a motor vehicle 1551
1760+under a trade name without a certified copy of the notice required by 1552 Substitute Bill No. 428
1761+
1762+
1763+LCO 50 of 52
1764+
1765+section 35-1.] 1553
1766+Sec. 55. Subsection (c) of section 16a-22k of the general statutes is 1554
1767+repealed and the following is substituted in lieu thereof (Effective January 1555
1768+1, 2025): 1556
1769+(c) Each heating fuel dealer who sells under a trade name heating fuel 1557
1770+or who provides service for heating fuel burners shall disclose to any 1558
1771+consumer or potential consumer on any communication and invoice 1559
1772+and in any advertising, the name of the person or entity which has filed 1560
1773+a certificate to use such a trade name. [, as required by and pursuant to 1561
1774+section 35-1.] 1562
1775+Sec. 56. Section 35-1 of the general statutes is repealed. (Effective 1563
1776+January 1, 2025) 1564
1777+This act shall take effect as follows and shall amend the following
1778+sections:
1779+
1780+Section 1 January 1, 2025 33-636(a)
1781+Sec. 2 January 1, 2025 33-922(a)
1782+Sec. 3 January 1, 2025 33-1026(a)
1783+Sec. 4 January 1, 2025 33-1212(a)
1784+Sec. 5 January 1, 2025 34-10(a)
1785+Sec. 6 January 1, 2025 34-13e(b)
1786+Sec. 7 January 1, 2025 34-38g
1787+Sec. 8 January 1, 2025 34-38j
1788+Sec. 9 January 1, 2025 34-38k
1789+Sec. 10 January 1, 2025 34-38s(b)
1790+Sec. 11 January 1, 2025 34-247(b)
1791+Sec. 12 January 1, 2025 34-275b
1792+Sec. 13 January 1, 2025 34-419(a)
1793+Sec. 14 January 1, 2025 34-429
1794+Sec. 15 January 1, 2025 34-503(a)
1795+Sec. 16 January 1, 2025 34-531
1796+Sec. 17 January 1, 2025 33-953
1797+Sec. 18 January 1, 2025 33-1243
1798+Sec. 19 January 1, 2025 34-247k
1799+Sec. 20 January 1, 2025 34-420 Substitute Bill No. 428
1800+
1801+
1802+LCO 51 of 52
1803+
1804+Sec. 21 January 1, 2025 34-431
1805+Sec. 22 January 1, 2025 3-99a(d) and (e)
1806+Sec. 23 January 1, 2025 3-99d(a)
1807+Sec. 24 January 1, 2025 33-890
1808+Sec. 25 January 1, 2025 33-1181
1809+Sec. 26 January 1, 2025 34-32b
1810+Sec. 27 January 1, 2025 34-267g
1811+Sec. 28 January 1, 2025 34-422
1812+Sec. 29 January 1, 2025 33-936
1813+Sec. 30 January 1, 2025 33-1226
1814+Sec. 31 January 1, 2025 34-38u
1815+Sec. 32 January 1, 2025 34-275g
1816+Sec. 33 January 1, 2025 34-433
1817+Sec. 34 January 1, 2025 New section
1818+Sec. 35 January 1, 2025 New section
1819+Sec. 36 January 1, 2025 New section
1820+Sec. 37 January 1, 2025 New section
1821+Sec. 38 January 1, 2025 New section
1822+Sec. 39 January 1, 2025 7-34a(a)(1)
1823+Sec. 40 from passage 33-921(d)
1824+Sec. 41 from passage 33-1211(d)
1825+Sec. 42 from passage 34-275a(g)
1826+Sec. 43 from passage New section
1827+Sec. 44 from passage New section
1828+Sec. 45 from passage 34-430(c)
1829+Sec. 46 from passage New section
1830+Sec. 47 from passage 34-539(d)
1831+Sec. 48 from passage New section
1832+Sec. 49 from passage New section
1833+Sec. 50 from passage New section
1834+Sec. 51 January 1, 2025 New section
1835+Sec. 52 October 1, 2024 New section
1836+Sec. 53 January 1, 2025 34-275c
1837+Sec. 54 January 1, 2025 14-12(f)(2)
1838+Sec. 55 January 1, 2025 16a-22k(c)
1839+Sec. 56 January 1, 2025 Repealer section
1840+
1841+Statement of Legislative Commissioners:
1842+In Section 12(b), the provisions were redrafted for clarity; in Section
1843+34(a), "assumed name" was changed to "assumed or fictitious name" for
1844+consistency with the provisions of Section 38; and in Sections 51 and 52, Substitute Bill No. 428
1845+
1846+
1847+LCO 52 of 52
1848+
1849+references to "individual" were changed to "person" for internal
1850+consistency.
1851+
1852+JUD Joint Favorable Subst.
17351853