AN ACT CONCERNING THE RESIGNATION OR ABSENCE OF AN AGENT FOR SERVICE OF PROCESS FOR CERTAIN BUSINESS ENTITIES.

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

Section 1. Subsection (e) of section 34-13b of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(e) If a statutory agent for service dies, dissolves, removes from the state or resigns, the limited partnership shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its business or residence address within the state from that appearing upon the record in the office of the Secretary of the State, the agent for service of process or the limited partnership 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 partnership, at the office designated in the certificate of limited partnership. Upon the expiration of [one hundred twenty] thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. A limited partnership 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. 2. Section 34-38p of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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 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 Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (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 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. 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 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. A foreign limited partnership's subsequent appointment of 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 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, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is 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. Upon the expiration of [one hundred twenty] thirty 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. 3. Section 34-38u of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) The certificate of registration of a foreign limited partnership to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) Any wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited partnership pursuant to this chapter; [or] (2) the foreign limited partnership is exceeding the authority conferred upon it by this chapter; or (3) the foreign limited partnership is without an agent upon whom process may be served in this state for sixty days or more.

(b) On the happening of the events set out in subdivision (1), [or] (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days' written notice to the foreign limited partnership that he intends to revoke the certificate of registration of such foreign limited partnership for one of said causes, specifying the same. Such notice shall be given by registered or certified mail or mail evidenced by a certificate of mailing addressed to the foreign limited partnership at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in such notice, the foreign limited partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, he shall revoke the certificate of registration of such foreign limited partnership to transact business in this state.

(c) Upon revoking the certificate of registration of any foreign limited partnership, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such foreign limited partnership at its address as last shown on his records. The filing of such certificate of revocation shall cause the authority of a foreign limited partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state.

Sec. 4. Section 34-224 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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 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 Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (4) a foreign corporation 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 foreign limited liability company 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 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 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, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is 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] thirty 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. 5. Section 34-232 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) The certificate of registration of a foreign limited liability company to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) A wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited liability company pursuant to sections 34-100 to 34-242, inclusive; [or] (2) the foreign limited liability company is exceeding the authority conferred upon it by said sections; or (3) the foreign limited liability company is without an agent upon whom process may be served in this state for sixty days or more.

(b) On the happening of the events set out in subdivision (1), [or] (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days written notice to the foreign limited liability company that said secretary intends to revoke the certificate of registration of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by registered or certified mail or mail evidenced by a certificate of mailing addressed to the foreign limited liability company at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign limited liability company establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, said secretary shall revoke the certificate of registration of such foreign limited liability company to transact business in this state.

(c) Upon revoking the certificate of registration of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such foreign limited liability company at its address as last shown on said secretary's records. The filing of such certificate shall cause the authority of a foreign limited liability company to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited liability company of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

Sec. 6. Section 34-532 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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 Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (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; (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, as amended by this act. 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 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, as amended by this act. A foreign statutory trust's subsequent appointment of 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, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is 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, as amended by this act. Upon the expiration of [one hundred twenty] thirty 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. 7. Section 34-538 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) The certificate of registration of a foreign statutory trust to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) [The statutory trust has failed to file its annual report with the Secretary of the State; (2) a] A wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign statutory trust pursuant to sections 34-500 to 34-547, inclusive; [or (3)] (2) the foreign statutory trust is exceeding the authority conferred upon it by said sections; or (3) the foreign statutory trust is without an agent upon whom process may be served in this state for sixty days or more.

(b) [(1) On the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State shall revoke the certificate of registration of such foreign statutory trust to transact business in this state. (2)] On the happening of the events set out in subdivision (1), (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days written notice to the foreign statutory trust that said secretary intends to revoke the certificate of registration of such foreign statutory trust for one of said causes, specifying the same. Such notice shall be given by registered or certified mail addressed to the foreign statutory trust at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign statutory trust establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, said secretary shall revoke the certificate of registration of such foreign statutory trust to transact business in this state.

(c) Upon revoking the certificate of registration of any foreign statutory trust, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such foreign statutory trust at its address as last shown on said secretary's records. The filing of such certificate shall cause the authority of a foreign statutory trust to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign statutory trust of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign statutory trust in this state.

Sec. 8. Section 34-9 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

As used in this chapter, unless the context otherwise requires:

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

(2) "Certificate of limited partnership" means the certificate referred to in section 34-10 and the certificate as amended or restated.

(3) "Consolidation" means a business combination pursuant to section 34-33b.

(4) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

(5) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u, inclusive, as amended by this act.

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

[(5)] (7) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 34-28.

[(6)] (8) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.

[(7)] (9) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

[(8)] (10) "Interests" means the proprietary interests in an other entity.

[(9)] (11) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

[(10)] (12) "Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners.

[(11)] (13) "Merger" means a business combination pursuant to section 34-33a.

[(12)] (14) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.

[(13)] (15) "Other entity" means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

[(14)] (16) "Partner" means a limited or general partner.

[(15)] (17) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

[(16)] (18) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

[(17)] (19) "Party to a consolidation" means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation.

[(18)] (20) "Party to a merger" means any domestic or foreign limited partnership or other entity that will merge under a plan of merger.

[(19)] (21) "Person" means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation.

[(20)] (22) "Plan of merger" means a plan entered into pursuant to section 34-33a.

[(21)] (23) "Plan of consolidation" means a plan entered into pursuant to section 34-33b.

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

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

[(23)] (26) "Survivor" means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated.

Sec. 9. Section 34-101 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

As used in sections 34-100 to 34-242, inclusive, 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) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-100 to 34-242, inclusive.

[(5)] (6) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper 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.]

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

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

[(8)] (9) "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.

[(9)] (10) "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.

[(10)] (11) "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.

[(11)] (12) "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.

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

[(13)] (14) "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.

[(14)] (15) "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 have not disassociated from the limited liability company as provided in section 34-180.

[(15)] (16) "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.

[(16)] (17) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.

[(17)] (18) "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.

[(18)] (19) "Other entity" means any association or legal entity, other than a domestic or foreign limited liability company, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited partnership, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

[(19)] (20) "Party to a consolidation" means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.

[(20)] (21) "Party to a merger" means any domestic or foreign limited liability company or other entity that will merge under a plan of merger.

[(21)] (22) "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.

[(22)] (23) "Plan of merger" or "plan of consolidation" means a plan entered into pursuant to section 34-195.

[(23)] (24) "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, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.

[(24)] (25) "Sign" or "signature" includes any manual, facsimile, [or] conformed or electronic signature.

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

[(26)] (27) "Survivor" means, in a merger or consolidation, the limited liability company or other entity into which one or more other limited liability companies or other entities are merged or consolidated.

Sec. 10. Section 34-301 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

As used in sections 34-300 to 34-399, inclusive:

(1) "Business" includes every trade, occupation and profession.

(2) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.

(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

(4) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-300 to 34-399, inclusive.

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

[(4)] (6) "Foreign registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of any state other than this state and registered or denominated as a registered limited liability partnership or limited liability partnership under the laws of such other state.

[(5)] (7) "Interests" means the proprietary interests in an other entity.

[(6)] (8) "Merger" means a business combination pursuant to section 34-388.

[(7)] (9) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.

[(8)] (10) "Other entity" means any association or legal entity, other than a domestic or foreign partnership, organized to conduct business, including, but not limited to, a corporation, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

[(9)] (11) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a registered limited liability partnership.

[(10)] (12) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

[(11)] (13) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

[(12)] (14) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

[(13)] (15) "Party to a merger" means any domestic or foreign partnership or other entity that will merge under a plan of merger.

[(14)] (16) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

[(15)] (17) "Plan of merger" means a plan entered into pursuant to section 34-388.

[(16)] (18) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein.

[(17)] (19) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419, and complying with sections 34-406 and 34-420.

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

[(18)] (21) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

[(19)] (22) "Statement" means a statement of partnership authority under section 34-324, a statement of denial under section 34-325, a statement of dissociation under section 34-365, a statement of dissolution under section 34-376, a statement of merger under section 34-390, or an amendment or cancellation of any of the foregoing.

[(20)] (23) "Survivor" in a merger means the partnership or other entity into which one or more other partnerships or other entities are merged or consolidated. A survivor of a merger may preexist the merger or be created by the merger.

[(21)] (24) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

Sec. 11. Section 34-501 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

For purposes of sections 34-500 to 34-547, inclusive:

(1) "Beneficial owner" means any owner of a beneficial interest in a statutory trust. Beneficial ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in accordance with the applicable provisions of the governing instrument of the statutory trust.

(2) "Statutory trust" or "domestic statutory trust" means an unincorporated association which (A) is created by a trust instrument under which property is or will be held, managed, administered, controlled, invested, reinvested or operated, or business or professional activities are carried on or will be carried on, by a trustee or trustees for the benefit of such person or persons as are or may become entitled to a beneficial interest in the trust property, including but not limited to a trust of the type known at common law as a "business trust" or "Massachusetts trust" or "grantor trust", or a trust qualifying as a real estate investment trust under Section 856 et seq., of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, or a trust qualifying as a real estate mortgage investment conduit under Section 860D of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, and (B) files a certificate of trust pursuant to section 34-503. Any such association organized before or after October 1, 1997, shall be a statutory trust and a separate legal entity.

(3) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-500 to 34-547, inclusive.

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

[(3)] (5) "Foreign statutory trust" means any business trust, association or similar entity which is not organized under the laws of this state.

[(4)] (6) "Governing instrument" means a trust instrument which creates a statutory trust and provides for the governance of the affairs of the statutory trust and the conduct of its business. A governing instrument: (A) May provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest; and (B) may consist of one or more agreements, instruments or other writings and may refer to or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees.

[(5)] (7) "Other business entity" means a corporation, a limited liability company, a general or limited partnership, a limited liability partnership, a common law trust or any other unincorporated business.

[(6)] (8) "Person" means a natural person, partnership, limited partnership, limited liability partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

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

[(7)] (10) "Trustee" means the person or persons appointed as a trustee in accordance with the governing instrument of a statutory trust and may include one or more of the beneficial owners of the statutory trust.

Sec. 12. Section 34-429 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-406; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-408 and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a "foreign registered limited liability partnership" as defined in [subdivision (4) of] section 34-301, as amended by this act; (6) a brief statement of the business in which the partnership engages; and (7) any other matters the partnership may determine to include.

Sec. 13. Section 34-531 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

Before transacting business in this state, a foreign statutory trust shall register with the Secretary of the State. In order to register, a foreign statutory trust shall submit to the Secretary of the State an original signed copy of an application for registration as a foreign statutory trust executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign statutory trust and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign statutory trust required to be maintained by section 34-532, as amended by this act, and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign statutory trust; (5) a representation that the foreign statutory trust is a "foreign statutory trust" as defined in [subdivision (3) of] section 34-501, as amended by this act; and (6) the character of the business which the statutory trust intends to transact in this state.

Statement of Purpose:

To revise the date that a resignation of the statutory agent for service of process for certain business entities becomes effective, provide for the revocation of the authority to transact business in this state of a foreign business entity that does not have an agent for service of process and revise definitions applicable to partnerships, limited partnerships, limited liability companies and statutory trusts.

[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]