Substitute Senate Bill No. 1316

Public Act No. 01-188

AN ACT CONCERNING THE FILING OF DOCUMENTS BY LIMITED LIABILITY COMPANIES WITH THE SECRETARY OF THE STATE.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 34-101 of the general statutes is repealed and the following is substituted in lieu thereof:

As used in sections 34-100 to 34-242, inclusive, as amended by this act, unless the context otherwise requires:

(1) "Address" means a location as described by the full street number, if any, street, city or town, state or county and not a mailing address such as a post office box.

(2) "Articles of organization" means articles filed under section 34-121, and those articles as amended or restated.

(3) "Corporation" means a corporation formed under the laws of this state or a foreign corporation.

(4) "Court" includes every court having jurisdiction in the case.

(5) "Electronic transmission" or "electronically transmitted" means any process of communication that is suitable for the retention, retrieval and reproduction of information by the recipient and which does not directly involve the physical transfer of paper.

[(5)] (6) "Event of dissociation" means an event that causes a person to cease to be a member, as provided in section 34-180.

[(6)] (7) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

[(7)] (8) "Foreign limited liability company" means an entity that is: (A) Organized under the laws of a state other than the laws of this state or under the laws of any foreign country; (B) organized under a statute pursuant to which an entity denominated as a limited liability company may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (C) is not required to be registered or organized under any statute of this state other than sections 34-100 to 34-242, inclusive, as amended by this act.

[(8)] (9) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.

[(9)] (10) "Limited liability company" or "domestic limited liability company" means an organization having one or more members that is formed under sections 34-100 to 34-242, inclusive, as amended by this act.

[(10)] (11) "Limited liability company membership interest" or "interest" or "interest in the limited liability company" means a member's share of the profits and losses of the limited liability company and a member's right to receive distributions of the limited liability company's assets, unless otherwise provided in the operating agreement.

[(11)] (12) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.

[(12)] (13) "Manager" or "managers" means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with section 34-140.

[(13)] (14) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in section 34-179 and who has not disassociated from the limited liability company as provided in section 34-180.

[(14)] (15) "Operating agreement" means any agreement, written or oral, as to the conduct of the business and affairs of a limited liability company, which is binding upon all of the members.

[(15)] (16) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

[(16)] (17) "Organizer" or "organizers" means any member or members or any other person or persons who files or file the articles of organization as provided in section 34-120.

[(17)] (18) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors and licensed clinical social workers.

(19) "Sign" or "signature" includes any manual, facsimile or conformed signature.

[(18)] (20) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

Sec. 2. Section 34-110 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The original signed copy of the articles of organization or any other document required to be filed pursuant to sections 34-100 to 34-242, inclusive, as amended by this act, shall be delivered to the Secretary of the State. The articles of organization or any other document required to be filed shall be typewritten or printed or, if authorized by the Secretary of the State, electronically transmitted. Unless the Secretary of the State determines that the document does not conform to the filing provisions of said sections, [he] the Secretary of the State shall, when all required filing fees have been paid: (1) Endorse on each signed [original of the] document "filed" and the date and time of its acceptance for filing; and (2) retain the signed [original] document in [his] the Secretary of the State's files.

(b) When any document is required or permitted to be filed or recorded as provided in sections 34-100 to 34-242, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

[(b)] (c) If the Secretary of the State determines that the document does not conform to the filing provisions of sections 34-100 to 34-242, inclusive, as amended by this act, or is not accompanied by all fees required by law, the document shall not be filed and the Secretary of the State shall return the document to the person originally submitting it.

Sec. 3. Section 34-223 of the general statutes is repealed and the following is substituted in lieu thereof:

Before transacting business in this state, a foreign limited liability company shall register with the Secretary of the State. In order to register, a foreign limited liability company shall submit to the Secretary of the State an original signed copy of an application for registration as a foreign limited liability company executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by section 34-224 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited liability company; (5) a representation that the foreign limited liability company is a "foreign limited liability company", as defined in [subsection (7) of] section 34-101, as amended by this act; and (6) the character of the business which the limited liability company intends to transact in this state.

Sec. 4. Subsection (c) of section 34-233 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) A foreign limited liability company, by transacting business in this state without a certificate of registration, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state. Such foreign limited liability company may be served in the manner provided in subsection (b) of section 34-225, as amended by this act.

Sec. 5. Subsection (b) of section 34-225 of the general statutes is repealed and the following is substituted in lieu thereof:

[(b) A foreign limited liability company's agent upon whom process may be served shall be as follows:]

(b) When the Secretary of the State and [his] the Secretary of the State's successors in office have been appointed [such] a foreign limited liability company's agent for service of process, [by] the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies [thereof] of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States [mails] mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt, and, within two business days after such service, forward by registered or certified mail the other copy of such process to the foreign limited liability company at the address of the office designated in the application for registration filed pursuant to section 34-223. Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on [his] the Secretary of the State's records. If it appears from the records of the Secretary of the State that such a foreign limited liability company has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign limited liability company's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of such process, notice or demand on such foreign limited liability company may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States [mails] mail, by registered or certified mail, postage prepaid, addressed to said office, and (2) depositing in the United States [mails] mail, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such foreign limited liability company at the address of the office designated in the articles of organization in the state of formation as shown on the records of such state.

Sec. 6. Section 34-120 of the general statutes is repealed and the following is substituted in lieu thereof:

One or more organizers may form a limited liability company by signing and filing articles of organization with the Secretary of the State. The organizer or organizers need not be members of the limited liability company at the time of formation or after formation has occurred. The organizer or organizers shall prepare a writing to be held with the records of the limited liability company, setting forth: (1) The name and residence address of each person who has become an initial member of the limited liability company; and (2) if the articles of organization provide that the management of the limited liability company is vested in a manager or managers, the name and residence address of each initial manager. [The organizer or organizers shall have no obligation to make filings with the Secretary of the State identifying the members or any managers, but the] The limited liability company shall maintain, pursuant to subsection (a) of section 34-144, a record of the members and any managers. In addition to the articles of organization, the organizer or organizers shall file with the Secretary of the State a writing containing the name and respective business and residence addresses of a manager or a member of the limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.

Sec. 7. Section 34-223 of the general statutes is repealed and the following is substituted in lieu thereof:

Before transacting business in this state, a foreign limited liability company shall register with the Secretary of the State. In order to register, a foreign limited liability company shall submit to the Secretary of the State an original signed copy of an application for registration as a foreign limited liability company executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by section 34-224 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited liability company; (5) a representation that the foreign limited liability company is a "foreign limited liability company" as defined in subsection (7) of section 34-101; [and] (6) the character of the business which the foreign limited liability company intends to transact in this state; and (7) the name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of subdivision (7) of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk.

Sec. 8. Subsection (c) of section 34-106 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Each annual report shall set forth: (1) The name of the limited liability company, [and] (2) the limited liability company's current principal office address, and (3) the name and respective business and residence addresses of a manager or a member of the limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.

Approved July 11, 2001