File No. 496

House of Representatives, April 6, 2004

The Committee on Judiciary reported through REP. LAWLOR of the 99th Dist., Chairperson of the Committee on the part of the House, that the substitute bill ought to pass.

AN ACT CONCERNING REGISTERED AGENTS AND ANNUAL REPORTS OF STOCK AND NONSTOCK CORPORATIONS, THE NAMES OF BUSINESS ENTITIES REQUIRED TO FILE WITH THE SECRETARY OF THE STATE, THE FILING OF AIRCRAFT AND VESSEL LIENS, THE FILING OF CERTAIN NOTICES AND REPORTS BY LIMITED LIABILITY COMPANIES AND JURISDICTION OVER FOREIGN VOLUNTARY ASSOCIATIONS.

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

Section 1. Subsection (b) of section 33-655 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 33-656 or 33-657; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; (4) the corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; (5) the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state; (6) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; [and] (8) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (9) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

Sec. 2. Subsection (a) of section 33-660 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each corporation that is required to file an annual report as provided in section 33-953, as amended by this act, shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a registered agent at such registered office, who may be: (A) A natural person who is a resident [in] of this state; (B) a domestic corporation; (C) a foreign corporation [not organized under the laws of this state and] which has procured a certificate of authority to transact business or conduct its affairs in this state; (D) a domestic limited liability company; [or] (E) a limited liability company not organized under the laws of this state and which has procured a certificate of [authority] registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include [such person's written consent to the appointment and] the residence address of such person.

Sec. 3. Subsection (a) of section 33-926 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a registered agent at such registered office, who may be: (A) A natural person who is a resident of this state; (B) a domestic corporation; [or] (C) a foreign corporation [not organized under the laws of this state and] which has procured a certificate of authority to transact business or conduct its affairs in this state; (D) a domestic limited liability company; (E) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include the residence address of such person.

Sec. 4. Section 33-953 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations and public service companies, as defined in section 16-1, as amended, and each foreign corporation authorized to transact business in this state, shall file [a biennial or] an annual report with the Secretary of the State as prescribed in this section. [On and after January 1, 1995, each such corporation required to file a report in 1995 shall file an annual report. On and after January 1, 1996, each such corporation required to file a report shall file an annual report with the Secretary of the State.]

(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. Subsequent annual reports of such domestic corporation and [biennial or] annual reports of each foreign corporation authorized to transact business in this state shall be filed at such times as may be provided by regulations [issued] adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file [either] an annual [or biennial] report according to reporting schedules established by [said] the secretary so as to effect staggered filing of all such reports.

(c) Each [biennial or] annual report shall set forth as of a date which complies with subsection (d) of this section and which is specified in such report: (1) The name of the corporation; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; and (3) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For the purposes of this [section] subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.

(d) The date specified in the annual report pursuant to subsection (c) of this section shall (1) not be later than the date of filing the report, and (2) not be earlier than the latest date preceding the date of filing on which any change of circumstances occurred which would affect the statements of fact required in the report.

(e) Each [biennial or] annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-608, as amended. The Secretary of the State shall mail to each domestic corporation at its principal office as shown by his records, and to each foreign corporation authorized to transact business in this state at its executive offices as last shown by his records, a form prescribed by him for the [biennial or] annual report, but failure to receive such form shall not relieve a corporation of the requirement of filing the report as provided in this section.

Sec. 5. Subsection (b) of section 33-1045 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation or business corporation incorporated or authorized to conduct affairs in this state; (2) a corporate name reserved or registered with the Secretary of the State; (3) the fictitious name adopted by a foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of any foreign corporation or business corporation authorized to transact business or conduct affairs in this state; (5) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (6) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and [(7)] (8) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

Sec. 6. Subsection (a) of section 33-1050 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each corporation that is required to file an annual report as provided in section 33-1243, as amended by this act, shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a registered agent at such registered office, who may be: (A) A natural person who is a resident [in] of this state; (B) a domestic corporation or business corporation; (C) a foreign corporation or foreign business corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (D) a domestic limited liability company; [or] (E) a limited liability company not organized under the laws of this state and which has procured a certificate of [authority] registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include [such person's written consent to the appointment and] the residence address of such person.

Sec. 7. Subsection (a) of section 33-1216 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each foreign corporation authorized to conduct affairs in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its offices; and (2) a registered agent at such registered office, who may be: (A) A natural person who is a resident [in] of this state; (B) a domestic corporation or business corporation; [or] (C) a foreign corporation or foreign business corporation [not organized under the laws of this state and] which has procured a certificate of authority to [conduct affairs or] transact business or conduct its affairs in this state; (D) a domestic limited liability company; (E) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include the residence address of such person.

Sec. 8. Section 33-1243 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations, credit unions, public service companies, as defined in section 16-1, as amended, cemetery associations and incorporated church or religious corporations, and each foreign corporation authorized to conduct affairs in this state, and except corporations formed before January 1, 1961, which under the law in effect on December 31, 1960, were not required to file [a biennial] an annual report, shall file [a biennial or] an annual report with the Secretary of the State as prescribed in this section. [On and after January 1, 1995, each such corporation required to file a report in 1995 shall file an annual report. On and after January 1, 1996, each such corporation required to file a report shall file an annual report with the Secretary of the State.]

(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. Subsequent annual reports of such domestic corporation and [biennial or] annual reports of each foreign corporation authorized to conduct affairs in this state shall be filed at such times as may be provided by regulations [issued] adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file [either] an annual [or biennial] report according to reporting schedules established by [said] the secretary so as to effect staggered filing of all such reports.

(c) Each [biennial or] annual report shall set forth as of a date which complies with subsection (d) of this section and which is specified in such report: (1) The name of the corporation and, in the case of a foreign corporation, the state under the laws of which it is incorporated; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; and (3) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For the purposes of this [section] subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.

(d) The date specified in the annual report pursuant to subsection (c) of this section shall (1) not be later than the date of filing the report, and (2) not be earlier than the latest date preceding the date of filing on which any change of circumstances occurred which would affect the statements of fact required in the report.

(e) Each [biennial or] annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-1004. The Secretary of the State shall mail to each domestic corporation at its principal office as shown by his records, and to each foreign corporation authorized to conduct affairs in this state at its executive offices as last shown by his records, a form prescribed by him for the [biennial or] annual report, but failure to receive such form shall not relieve a corporation of the requirement of filing the report as provided in this section.

Sec. 9. Section 34-13 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

The name of each limited partnership as set forth in its certificate of limited partnership:

(1) Shall contain without abbreviation the words "limited partnership";

(2) May not contain the name of a limited partner unless it is also the name of a general partner or the business of the limited partnership had been carried on under that name before the admission of that limited partner; and

(3) Shall be such as to distinguish it upon the records in the office of the Secretary of the State from the name of (A) any corporation, limited partnership or limited liability company organized under the laws of this state or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in this state, or (B) any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

Sec. 10. Subsection (b) of section 34-13b of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(b) Each limited partnership shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: [either (1) a] (1) A natural person who is a resident of this state; [or] (2) a domestic corporation; [organized under the laws of this state or (3) any] (3) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

Sec. 11. Section 34-38g of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

Before transacting business in this state, a foreign limited partnership shall register with the Secretary of the State. In order to register, a foreign limited partnership shall submit to the Secretary of the State a signed copy of the application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth: (1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in the state; (2) the state and date of its formation; (3) the general character of the business it proposes to transact in this state; (4) the name and address of the agent in this state for service of process on the foreign limited partnership [whom the foreign limited partnership elects to appoint; the agent shall be either (A) the Secretary of the State and his successors in office, or (B) an individual resident of this state, a domestic corporation, or a foreign corporation having a place of and authorized to do business in, this state] required to be maintained by section 34-38p, as amended by this act, and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (5) the address of the office required to be maintained in the state of its organization by the laws of that state, or, if not so required, of the principal office of the foreign limited partnership; (6) the name and business address of each general partner; (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership registration in this state is cancelled or withdrawn; and (8) the date the foreign limited partnership commenced transacting business in this state.

Sec. 12. Section 34-38p of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each foreign limited partnership shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the foreign limited partnership shall agree that any process against it which is served on [said] such agent shall be of the same legal force and validity as if served on the foreign limited partnership and that such appointment shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state.

(b) A foreign limited partnership's agent for service upon whom process may be served shall be: (1) [the] The Secretary of the State and his successors in office; [,] (2) a natural person who is a resident of this state; [,] (3) a domestic corporation; [organized under the laws of this state or (4) any] (4) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (5) a domestic limited liability company; (6) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) A foreign limited partnership's appointment of the [secretary of the state] Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g, as amended by this act. A subsequent appointment of the Secretary of the State and his successors in office as a foreign limited partnership's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

(d) A foreign limited partnership's appointment of a natural person or [corporation] an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g, as amended by this act. A foreign limited partnership's subsequent appointment of [a natural person or corporation] any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as [he] the secretary shall prescribe setting forth: (1) The name of the foreign limited partnership; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, [his] the business and residence addresses thereof; if such agent is [a corporation] an entity organized under the laws of this state, the address of the principal office thereof; if such agent is [a corporation] an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street and number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a general partner of the foreign limited partnership and, if other than the Secretary of the State, by the statutory agent therein appointed.

(e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited partnership shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign limited partnership or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement, together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign limited partnership shall be deemed to have been revoked, by certified mail, to the foreign limited partnership at the office designated in the certificate of registration filed pursuant to section 34-38g, as amended by this act. Upon the expiration of one hundred twenty days after the mailing of such notice, the resignation shall be effective and the authority of the foreign limited partnership to transact business in this state shall be revoked unless a new agent has been appointed as provided in this section within such one-hundred-twenty-day period. A foreign limited partnership may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.

(f) Whenever a foreign limited partnership fails to comply with this section, the authority of such foreign limited partnership shall be deemed to have been revoked.

Sec. 13. Subsection (b) of section 34-102 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(b) A limited liability company name shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any limited liability company, limited partnership or corporation existing under the laws of this state; (2) the name of any foreign limited liability company, foreign limited partnership or foreign corporation authorized to transact business in this state; [or] (3) any name reserved under section 34-103 or reserved or registered under section 33-656, 33-657, 33-1045, as amended by this act, 33-1046, 33-1047, 34-13, as amended by this act, or 34-13a; or (4) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

Sec. 14. Section 34-104 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each limited liability company shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: [either:] (1) A natural person who is a resident of this state; (2) a domestic corporation; [or domestic limited liability company; or (3) any corporation or limited liability company not organized under the laws of this state and] (3) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a foreign limited liability company which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

(b) A limited liability company's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the limited liability company; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence [address] addresses thereof; if the statutory agent is [a domestic corporation or domestic limited liability company] an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is [a corporation or limited liability company] an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

(c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the limited liability company shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the limited liability company shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the limited liability company at its principal office. Upon the expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. A limited liability company may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

Sec. 15. Section 34-106 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each limited liability company shall file an annual report with the Secretary of the State which report shall be due upon the anniversary of the filing of a limited liability company's articles of organization pursuant to section 34-120.

(b) Such reporting requirement shall commence on or after January 1, 1995, and continue annually thereafter.

(c) Each annual report shall set forth: (1) The name of the limited liability company; [,] (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 the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) 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.

(d) If the manager or member named in a limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.

[(d)] (e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112, as amended by this act. The Secretary of the State shall mail to each limited liability company at its principal office as shown on his records a form prescribed by him for the annual report, but failure to receive such form shall not relieve a limited liability company of the requirement of filing the report as provided in this section.

Sec. 16. Subsection (a) of section 34-112 of the general statutes, as amended by section 62 of public act 03-18, is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Fees for filing documents and issuing certificates: (1) Filing application to reserve a limited liability company name or to cancel a reserved limited liability company name, thirty dollars; (2) filing transfer of reserved limited liability company name, thirty dollars; (3) filing articles of organization, including appointment of statutory agent, sixty dollars; (4) filing change of address of statutory agent or change of statutory agent, twenty-five dollars; (5) filing notice of resignation of statutory agent in duplicate, twenty-five dollars; (6) filing amendment to articles of organization, sixty dollars; (7) filing restated articles of organization, sixty dollars; (8) filing articles of merger or consolidation, thirty dollars; (9) filing articles of dissolution by resolution, twenty-five dollars; (10) filing articles of dissolution by expiration, twenty-five dollars; (11) filing judicial decree of dissolution, twenty-five dollars; (12) filing certificate of reinstatement, sixty dollars; (13) filing application by a foreign limited liability company for certificate of registration to transact business in this state and issuing certificate of registration, sixty dollars; (14) filing application of foreign limited liability company for amended certificate of registration to transact business in this state and issuing amended certificate of registration, sixty dollars; (15) filing application for withdrawal of foreign limited liability company and issuing certificate of withdrawal, sixty dollars; (16) filing an annual report, ten dollars; and (17) filing an interim notice of change of manager or member, ten dollars.

Sec. 17. Section 34-224 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each foreign limited liability company shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the foreign limited liability company shall agree that any process against it which is served on [said] such agent shall be of the same legal force and validity as if served on the foreign limited liability company and that such appointment shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

(b) A foreign limited liability company's agent for service upon whom process may be served shall be: (1) [the] The Secretary of the State and his successors in office; [,] (2) a natural person who is a resident of this state; [,] (3) a domestic corporation; [or limited liability company organized under the laws of this state, (4) any corporation not organized under the laws of this state] (4) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; [or (5) any] (5) a domestic limited liability company; (6) a foreign limited liability company [not organized under the laws of this state] which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) A foreign limited liability company's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-223. A subsequent appointment of the Secretary of the State and his successors in office as a foreign limited liability company's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

(d) A foreign limited liability company's appointment of a natural person [, corporation or limited liability company] or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-223. A foreign limited liability company's subsequent appointment of [a natural person, corporation or limited liability company] any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign limited liability company; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, [his] the business and residence addresses thereof; if such agent is [a corporation or limited liability company] an entity organized under the laws of this state, the address of the principal office thereof; if such agent is [a corporation or limited liability company] an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a member of the foreign limited liability company and, if other than the Secretary of the State, by the statutory agent therein appointed.

(e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited liability company shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign limited liability company or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement, together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign limited liability company shall be deemed to have been revoked, by certified mail, to the foreign limited liability company at the office designated in the application for registration filed pursuant to section 34-223. Upon the expiration of one hundred twenty days after the mailing of such notice, the resignation shall be effective and the authority of the foreign limited liability company to transact business in this state shall be revoked unless a new agent has been appointed as provided in this section within such one-hundred-twenty-day period. A foreign limited liability company may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.

(f) Whenever a foreign limited liability company fails to comply with this section, the authority of such foreign limited liability company shall be deemed to have been revoked.

Sec. 18. Section 34-229 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) A foreign limited liability company registered to transact business in this state shall file an annual report in the office of the Secretary of the State which report shall be due upon the anniversary of such foreign limited liability company's registration pursuant to section 34-223.

(b) Such reporting requirement shall commence on and after January 1, 1995, and continue annually thereafter.

(c) Each annual report shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which such foreign limited liability company transacts business in this state; [and] (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited liability company's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; and (3) 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 the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) 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.

(d) If the manager or member named in a foreign limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the foreign limited liability company has filed such annual report, but not later than thirty days preceding the month during which the foreign limited liability company's next annual report becomes due, the foreign limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the foreign limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the foreign limited liability company's next annual report becomes due shall be reflected in such next annual report.

[(d)] (e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112, as amended by this act. The Secretary of the State shall mail to each foreign limited liability company at its principal office as shown on his records a form prescribed by him for the annual report, but failure to receive such form shall not relieve a foreign limited liability company of the requirement of filing the report as provided in this section.

Sec. 19. Subsection (b) of section 34-406 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(b) The name of a registered limited liability partnership or foreign registered limited liability partnership shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any registered limited liability partnership, limited partnership, limited liability company or corporation existing under the laws of this state; (2) the name of any foreign registered limited liability partnership, foreign limited partnership, foreign limited liability company or foreign corporation authorized to transact business in this state; [or] (3) any name reserved under section 34-407 or reserved or registered under section 33-656, 33-657, 33-1045, as amended by this act, 33-1046, 33-1047, 34-13, as amended by this act, 34-13a or 34-103; [or subsection (a) of section 34-13] or (4) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

Sec. 20. Section 34-408 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each registered limited liability partnership which does not have its principal office in this state and each foreign registered limited liability partnership shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: [either:] (1) A natural person who is a resident of this state; (2) a domestic corporation; [, domestic limited liability company or domestic registered limited liability partnership; or (3) any corporation, limited liability company or limited liability partnership not organized under the laws of this state which may legally transact business or conduct affairs in this state] (3) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a foreign registered limited liability partnership which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

(b) A registered limited liability partnership which does not have its principal office in this state or a foreign registered limited liability partnership shall appoint a statutory agent for service by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the registered limited liability partnership or the foreign registered limited liability partnership; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence [address] addresses thereof; if the statutory agent is [a domestic corporation, limited liability company or registered limited liability partnership] an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is [a corporation, limited liability company or registered limited liability partnership] an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

Sec. 21. Section 34-507 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each statutory trust shall have and maintain a statutory agent for service in this state, as provided in this section. A statutory agent for service shall be: [either (1) a] (1) A natural person who is a resident of this state; (2) a domestic corporation; [, a domestic limited liability company or a domestic statutory trust; or (3) any corporation, limited liability company or business trust not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct affairs in this state] (3) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a foreign statutory trust which has procured a certificate of registration to transact business or conduct its affairs in this state.

(b) A statutory trust's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the statutory trust; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence addresses thereof; if the statutory agent is [a corporation, limited liability company or business trust] an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

(c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the statutory trust shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the statutory trust shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of the statement to the statutory trust at its principal office. Upon expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. The Secretary of the State shall be the statutory agent for service during such periods of time when the statutory trust has no other statutory agent for service in this state. A statutory trust may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

Sec. 22. Section 34-532 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Each foreign statutory trust shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the foreign statutory trust shall agree that any process against it which is served on such agent shall be of the same legal force and validity as if served on the foreign statutory trust in this state.

(b) A foreign statutory trust's agent for service upon whom process may be served shall be: (1) [the] The Secretary of the State and his successors in office; [,] (2) a natural person who is a resident of this state; [,] (3) a domestic corporation; [or limited liability company organized under the laws of this state, (4) any] (4) a corporation not organized under the laws of this state which has procured a certificate of authority to transact business or conduct its affairs in this state; [, or (5) any] (5) a domestic limited liability company; (6) a limited liability company not organized under the laws of this state which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a foreign statutory trust which has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) A foreign statutory trust's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-531. A subsequent appointment of the Secretary of the State and his successors in office as a foreign statutory trust's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

(d) A foreign statutory trust's appointment of a natural person [, corporation or limited liability company] or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-531. A foreign statutory trust's subsequent appointment of [a natural person, corporation or limited liability company] any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign statutory trust; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, [his] the business and residence [address] addresses thereof; if such agent is [a corporation or limited liability company] an entity organized under the laws of this state, the address of the principal office thereof; if such agent is [a corporation or limited liability company] an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street and number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a trustee of the foreign statutory trust and, if other than the Secretary of the State, by the statutory agent therein appointed.

(e) If an agent dies, dissolves, removes from the state or resigns, the foreign statutory trust shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign statutory trust or agent shall forthwith file with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement, together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign statutory trust shall be deemed to have been revoked, by certified mail, to the foreign statutory trust at the office designated in the application for registration filed pursuant to section 34-531. Upon the expiration of one hundred twenty days after the mailing of such notice, the resignation shall be effective and the authority of the foreign statutory trust to transact business in this state shall be revoked unless a new agent has been appointed as provided in this section within such one-hundred-twenty-day period. A foreign statutory trust may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.

(f) Whenever a foreign statutory trust fails to comply with this section, the authority of such foreign statutory trust shall be deemed to have been revoked.

Sec. 23. Subsection (a) of section 49-55a of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Upon the possession of the vessel by a lienor, he shall cause a notice of a vessel lien, in [quadruplicate] duplicate, to be filed on a form provided by the Secretary of the State with the office of [said] the secretary on which he shall also indicate the date and place of the sale of the vessel, which date of sale shall be at least sixty days next succeeding the filing of the notice. The lienor shall, within seven days of the filing, send by certified mail a copy of [this] such notice to the person indicated as the owner of the vessel, and to anyone who has filed with the Secretary of the State claiming a legal or equitable interest in the vessel. The fees for [this] such notice and procedure shall be set by the Secretary of the State.

Sec. 24. Subsection (a) of section 49-92h of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) Upon the possession of the aircraft by a lienor, he shall cause a notice of an aircraft lien, in [quadruplicate] duplicate, to be filed on a form provided by the Secretary of the State with the office of [said] the secretary on which he shall also indicate the date and place of the sale of the aircraft, which date of sale shall be at least sixty days next succeeding the filing of the notice. The lienor shall, within seven days of the filing, send by certified mail a copy of [this] such notice to the person indicated as the owner of the aircraft, and to anyone who has filed with the Secretary of the State claiming a legal or equitable interest in the aircraft. The fees for [this] such notice and procedure shall be set by the [secretary of the state] Secretary of the State.

Sec. 25. Section 52-59b of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2004):

(a) As to a cause of action arising from any of the acts enumerated in this section, a court may exercise personal jurisdiction over any nonresident individual, foreign partnership or foreign voluntary association, or over the executor or administrator of such nonresident individual, [or] foreign partnership or foreign voluntary association, who in person or through an agent: (1) Transacts any business within the state; (2) commits a tortious act within the state, except as to a cause of action for defamation of character arising from the act; (3) commits a tortious act outside the state causing injury to person or property within the state, except as to a cause of action for defamation of character arising from the act, if such person or agent (A) regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the state, or (B) expects or should reasonably expect the act to have consequences in the state and derives substantial revenue from interstate or international commerce; (4) owns, uses or possesses any real property situated within the state; or (5) uses a computer, as defined in subdivision (1) of subsection (a) of section 53-451, or a computer network, as defined in subdivision (3) of subsection (a) of said section, located within the state.

(b) Where personal jurisdiction is based solely upon this section, an appearance does not confer personal jurisdiction with respect to causes of action not arising from an act enumerated in this section.

(c) Any nonresident individual, foreign partnership or foreign voluntary association, or the executor or administrator of such nonresident individual, [or] foreign partnership or foreign voluntary association, over whom a court may exercise personal jurisdiction, as provided in subsection (a) of this section, shall be deemed to have appointed the Secretary of the State as its attorney and to have agreed that any process in any civil action brought against the nonresident individual, [or] foreign partnership or foreign voluntary association, or the executor or administrator of such nonresident individual, [or] foreign partnership or foreign voluntary association, may be served upon the Secretary of the State and shall have the same validity as if served upon the nonresident individual, [or] foreign partnership or foreign voluntary association personally. The process shall be served by the officer to whom the same is directed upon the Secretary of the State by leaving with or at the office of the Secretary of the State, at least twelve days before the return day of such process, a true and attested copy thereof, and by sending to the defendant at the defendant's last-known address, by registered or certified mail, postage prepaid, return receipt requested, a like true and attested copy with an endorsement thereon of the service upon the Secretary of the State. The officer serving such process upon the Secretary of the State shall leave with the Secretary of the State, at the time of service, a fee of twenty-five dollars, which fee shall be taxed in favor of the plaintiff in the plaintiff's costs if the plaintiff prevails in any such action. The Secretary of the State shall keep a record of each such process and the day and hour of service.

The following fiscal impact statement and bill analysis are prepared for the benefit of members of the General Assembly, solely for the purpose of information, summarization, and explanation, and do not represent the intent of the General Assembly or either House thereof for any purpose:

OFA Fiscal Note

State Impact:

Note: GF=General Fund

Municipal Impact: None

Explanation

The bill, which makes numerous minor and technical changes to the statutes governing business organizations, will have no fiscal impact to the state.



OLR Bill Analysis

sHB 5625

AN ACT CONCERNING REGISTERED AGENTS AND ANNUAL REPORTS OF STOCK AND NONSTOCK CORPORATIONS, THE NAMES OF BUSINESS ENTITIES REQUIRED TO FILE WITH THE SECRETARY OF THE STATE, THE FILING OF AIRCRAFT AND VESSEL LIENS, THE FILING OF CERTAIN NOTICES AND REPORTS BY LIMITED LIABILITY COMPANIES AND JURISDICTION OVER FOREIGN VOLUNTARY ASSOCIATIONS.

SUMMARY:

The bill requires that the name of a domestic corporation, limited partnership, limited liability company (LLC), and domestic and foreign limited liability partnership (LLP) be distinguishable upon the records of the secretary of the state from the name of any other entity whose name is carried upon the secretary’s records as organized or authorized to transact business or conduct affairs in this state. (“Domestic” refers to an entity that is organized under Connecticut law. “Foreign” refers to an entity that is organized under the laws of some other state.)

The bill expands the types of entities that can act as agents to receive process (legal papers, especially those that institute legal proceedings) for domestic and foreign stock and nonstock corporations, limited partnerships, LLCs, limited liability partnerships, and statutory trusts.

The bill requires an LLC to file an interim notice of change of manager or member if the manager or member named in its most current annual report is replaced after the LLC has filed its annual report, but not later than 30 days preceding the month during which its next annual report becomes due. The bill requires the notice to contain certain information.

By law a vessel or aircraft lienor who gains possession of the vessel or aircraft must file of notice of lien with the secretary of the state. The bill requires that the lienor file two instead of four copies.

The bill adds foreign voluntary associations to the list of entities over which Connecticut courts can assert jurisdiction if they engage in certain conduct.

EFFECTIVE DATE: October 1, 2004

AGENTS FOR SERVICE OF PROCESS

By law the following entities must have and a maintain an agent for service of process: domestic and foreign stock and nonstock corporations, limited partnerships, LLCs, limited liability partnerships, and statutory trusts. Under current law, they may select certain entities to act as agent but the selections are not uniform.

The bill allows each of them to also select the following to serve as their agent:

1. a domestic registered limited liability partnership,

2. a foreign registered limited liability partnership that has procured a certificate of authority to transact business or conduct its affairs in this state,

3. a domestic statutory trust, or

4. a foreign statutory trust that has procured a certificate of registration to transact business or conduct its affairs in this state.

In addition, the bill authorizes domestic and foreign stock and nonstock corporations, limited partnerships, LLCs, limited liability partnerships, and foreign statutory trusts to also appoint various other entities as statutory agent as specified below.

Stock Corporations

The bill requires that, to be selected as agent for service of process by a stock corporation, a foreign LLC must have procured a certificate of registration instead of a certificate of authority.

The bill requires that the appointment of a registered agent be in writing and signed by the registered agent who is appointed.

If a natural person is appointed as the registered agent, the bill eliminates the requirement that the appointment include the agent’s written consent to the appointment.

Foreign Stock Corporations

The bill allows the foreign corporation to select as agent for service of process:

1. a foreign corporation that has procured a certificate of authority to conduct its affairs in Connecticut,

2. a domestic LLC, or

3. a foreign LLC that has procured a certificate of registration to transact business or conduct its affairs in this state.

The bill requires that the appointment of a registered agent be in writing and signed by the registered agent that is appointed. If a natural person is appointed as the registered agent, the bill requires that the appointment include the residence address.

Domestic Nonstock Corporations

By law, each domestic nonstock corporation must continuously maintain in this state a registered office that may be the same as any of its places of business, and a registered agent at the registered office.

The bill requires that the appointment of a registered agent be in writing and signed by the registered agent that is appointed. It eliminates the requirement that, if a natural person is appointed as the registered agent, the appointment include the person's written consent to the appointment.

Foreign Nonstock Corporation

The bill allows a foreign nonstock corporation to also select as an agent for process:

1. a domestic LLC or

2. a foreign LLC that has procured a certificate of registration to transact business or conduct its affairs in this state.

The bill requires the appointment of the registered agent to be in writing and to be signed by the registered agent. If a natural person is appointed as the registered agent, the appointment must include the agent’s residence.

Limited Partnerships

The bill also allows the limited partnership to select as an agent for service of process:

1. a foreign corporation that has procured a certificate of authority to or conduct its affairs in this state;

2. a domestic LLC; or

3. a foreign LLC that has procured a certificate of registration to transact business or conduct its affairs in this state.

Foreign Limited Partnerships

The bill authorizes the foreign limited partnership to also appoint as agent for service of process:

1. a foreign corporation that has procured a certificate of authority to or conduct its affairs,

2. a domestic LLC, or

3. a foreign LLC that has procured a certificate of registration to transact business or conduct its affairs in this state.

Domestic LLC

The bill authorizes an LLC to also appoint as agent for service of process:

1. a foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state,

2. a domestic LLC, or

3. a foreign LLC that has procured a certificate of registration to transact business or conduct its affairs in this state.

Foreign LLC

The bill authorizes a foreign LLC to also appoint as agent for service of process: a foreign corporation or LLC that has procured a certificate of authority to conduct its affairs in this state.

Limited Liability Partnership

The bill allows an LLP to also appoint as agent for service of process a domestic statutory trust or a foreign statutory trust that has procured a certificate of registration to transact business or conduct its affairs in this state.

Foreign Statutory Trust

By law, each foreign statutory trust must, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served.


The bill also authorizes a foreign statutory trust to select as agent for service of process:

1. a foreign corporation that has procured a certificate of authority to or conduct its affairs in this state or

2. a foreign LLC that has procured a certificate of registration conduct its affairs in this state.

LLC ANNUAL REPORTS-CHANGE OF MANAGERS

By law, each domestic and foreign LLC must file an annual report with the secretary of state that includes certain information. The bill requires the LLC to file an interim notice of change of manager or member if the manager or member named in its most current annual report is replaced after the LLC has filed its annual report, but not later than 30 days before the month during which its next annual report becomes due.

The bill requires the interim notice to specify (1) the LLC’s name and (2) the name, title and business and residence addresses of the new manager or member and the name and title of the former manager or member. But, if good cause is shown, the secretary of the state may accept a business address instead of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the 30-day period preceding the month during which the LLC’s next annual report becomes due must be reflected in the next annual report.

FOREIGN LLC-ANNUAL REPORT–ADDRESSES

A foreign LLC registered to transact business in this state must file an annual report in the office of the secretary of the state. It must specify certain information. The bill requires that it also include the name and business and residence addresses of a manager or a member of the foreign LLC. But, if good cause is shown, the bill allows the secretary of the state to accept a business address instead of the business and residence addresses of the manager or member.

The bill specifies that good cause includes a showing that public disclosure of their residence address may expose their personal security to a significant risk.

FOREIGN VOLUNTARY ASSOCIATION (§25)

The bill allows Connecticut courts to exercise personal jurisdiction over any foreign voluntary asssociation that, in person or through an agent:

1. transacts any business within the state;

2. commits a tortious act within the state, except as to a cause of action for defamation of character arising from the act;

3. commits a tortious act outside the state causing injury to person or property within the state, except as to a cause of action for defamation of character arising from the act, if such person or agent a (a) regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the state, or (b) expects or should reasonably expect the act to have consequences in the state and derives substantial revenue from interstate or international commerce;

4. owns, uses or possesses any real property situated within the state; or

5. uses a computer or a computer network located within the state.

The bill specifies that the foreign voluntary association is deemed to have appointed the secretary of the state as its attorney and to have agreed that any process in any civil action brought against it
may be served upon the secretary of the state and has the same validity as if served upon the association.

COMMITTEE ACTION

Judiciary Committee

Joint Favorable Substitute