Substitute Senate Bill No. 1309
Substitute Senate Bill No. 1309
PUBLIC ACT NO. 97-228
AN ACT CONCERNING THE PENALTY FOR FOREIGN
CORPORATIONS AND OTHER BUSINESS ORGANIZATIONS
TRANSACTING BUSINESS WITHOUT AUTHORITY IN THIS
STATE.
Be it enacted by the Senate and House of
Representatives in General Assembly convened:
Section 1. Subsection (d) of section 33-921
of the general statutes is repealed and the
following is substituted in lieu thereof:
(d) A foreign corporation is liable to this
state, for the years or parts thereof during which
it transacted business in this state without a
certificate of authority, in an amount equal to
(1) all fees and taxes which would have been
imposed by law upon such corporation had it duly
applied for and received such certificate of
authority to transact business in this state [,
plus] AND (2) all interest and penalties imposed
by law for failure to pay such fees and taxes. [,
plus (3) the sum of two thousand dollars] A
FOREIGN CORPORATION IS FURTHER LIABLE TO THIS
STATE, FOR EACH MONTH OR PART THEREOF DURING WHICH
IT TRANSACTED BUSINESS WITHOUT A CERTIFICATE OF
AUTHORITY, IN AN AMOUNT EQUAL TO ONE HUNDRED
SIXTY-FIVE DOLLARS, EXCEPT THAT A FOREIGN
CORPORATION WHICH HAS OBTAINED A CERTIFICATE OF
AUTHORITY TO TRANSACT BUSINESS IN THIS STATE SHALL
NOT BE LIABLE FOR SUCH MONTHLY PENALTY FOR THE
FIRST THREE MONTHS OR PART THEREOF DURING WHICH IT
TRANSACTED BUSINESS WITHOUT SUCH CERTIFICATE. Such
fees and penalties may be levied by the Secretary
of the State. [The penalty imposed by subdivision
(3) of this subsection shall not be levied upon a
foreign corporation which has obtained a
certificate of authority to transact business in
this state within ninety days after it has begun
transacting business in this state.] The Attorney
General shall bring such action as he may deem
necessary to recover any amounts due the state
under the provisions of this subsection including
an action to restrain a foreign corporation
against which fees and penalties have been imposed
pursuant to this subsection from transacting
business in this state until such time as such
FEES AND penalties have been paid.
Sec. 2. Subsection (d) of section 33-1211 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) A foreign corporation is liable to this
state, for the years or parts thereof during which
it conducted affairs in this state without a
certificate of authority, in an amount equal to
(1) all fees and taxes which would have been
imposed by law upon such corporation had it duly
applied for and received such certificate of
authority to conduct affairs in this state [,
plus] AND (2) all interest and penalties imposed
by law for failure to pay such fees and taxes. [,
plus (3) the sum of two thousand dollars] A
FOREIGN CORPORATION IS FURTHER LIABLE TO THIS
STATE, FOR EACH MONTH OR PART THEREOF DURING WHICH
IT CONDUCTED AFFAIRS IN THIS STATE WITHOUT A
CERTIFICATE OF AUTHORITY, IN AN AMOUNT EQUAL TO
ONE HUNDRED SIXTY-FIVE DOLLARS, EXCEPT THAT A
FOREIGN CORPORATION WHICH HAS OBTAINED A
CERTIFICATE OF AUTHORITY TO CONDUCT AFFAIRS IN
THIS STATE SHALL NOT BE LIABLE FOR SUCH MONTHLY
PENALTY FOR THE FIRST THREE MONTHS OR PART THEREOF
DURING WHICH IT CONDUCTED AFFAIRS WITHOUT SUCH
CERTIFICATE. Such fees and penalties may be levied
by the Secretary of the State. [The penalty
imposed by subdivision (3) of this subsection
shall not be levied upon a foreign corporation
which has obtained a certificate of authority to
conduct affairs in this state within ninety days
after it has begun conducting affairs in this
state.] The Attorney General shall bring such
action as he may deem necessary to recover any
amounts due the state under the provisions of this
subsection including an action to restrain a
foreign corporation against which fees and
penalties have been imposed pursuant to this
subsection from conducting affairs in this state
until such time as such FEES AND penalties have
been paid.
Sec. 3. Subsection (e) of section 34-38l of
the general statutes is repealed and the following
is substituted in lieu thereof:
(e) A foreign limited partnership which
transacts business in this state without
registering with the Secretary of the State as
required by this chapter shall be liable to this
state, for each year or part thereof during which
it transacted business in this state without being
registered with said secretary, in an amount equal
to: (1) [The sum of two thousand dollars, (2) all]
ALL fees and taxes which would have been imposed
by law upon such limited partnership had it duly
applied for and received such registration to
transact business in this state and [(3)] (2) all
interest and penalties imposed by law for failure
to pay such fees and taxes. A FOREIGN LIMITED
PARTNERSHIP IS FURTHER LIABLE TO THIS STATE, FOR
EACH MONTH OR PART THEREOF DURING WHICH IT
TRANSACTS BUSINESS IN THIS STATE WITHOUT
REGISTERING WITH THE SECRETARY OF THE STATE, IN AN
AMOUNT EQUAL TO ONE HUNDRED SIXTY-FIVE DOLLARS,
EXCEPT THAT A FOREIGN LIMITED PARTNERSHIP WHICH
HAS REGISTERED WITH SAID SECRETARY SHALL NOT BE
LIABLE FOR SUCH MONTHLY PENALTY FOR THE FIRST
THREE MONTHS OR PART THEREOF DURING WHICH IT
TRANSACTED BUSINESS WITHOUT BEING REGISTERED WITH
SAID SECRETARY. Such fees and penalties may be
levied by said secretary. [The penalty imposed by
subdivision (1) of this subsection shall not be
levied upon a foreign limited partnership which
has registered with said secretary within ninety
days after it has commenced transacting business
in this state.]
Sec. 4. Subsection (c) of section 34-430 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) A foreign registered limited liability
partnership which transacts business in this state
without filing a certificate of authority under
section 34-429 shall be liable to this state, for
each year or part thereof during which it
transacted business in this state without such
certificate, in an amount equal to: (1) [The sum
of two thousand dollars, (2) all] ALL fees and
taxes which would have been imposed by law upon
such registered limited liability partnership had
it duly applied for and received such authority to
transact business in this state and [(3)] (2) all
interest and penalties imposed by law for failure
to pay such fees and taxes. A FOREIGN REGISTERED
LIMITED LIABILITY PARTNERSHIP IS FURTHER LIABLE TO
THIS STATE, FOR EACH MONTH OR PART THEREOF DURING
WHICH IT TRANSACTED BUSINESS IN THIS STATE WITHOUT
FILING A CERTIFICATE OF AUTHORITY UNDER SECTION
34-429, IN AN AMOUNT EQUAL TO ONE HUNDRED
SIXTY-FIVE DOLLARS, EXCEPT THAT A FOREIGN
REGISTERED LIMITED LIABILITY PARTNERSHIP WHICH HAS
FILED A CERTIFICATE OF AUTHORITY TO TRANSACT
BUSINESS IN THIS STATE SHALL NOT BE LIABLE FOR
SUCH MONTHLY PENALTY FOR THE FIRST THREE MONTHS OR
PART THEREOF DURING WHICH IT TRANSACTED BUSINESS
WITHOUT SUCH CERTIFICATE. Such fees and penalties
may be levied by the Secretary of the State. [The
penalty imposed by subdivision (1) of this
subsection shall not be levied upon a foreign
registered limited liability partnership which has
filed a certificate of authority with said
secretary within ninety days after it has
commenced transacting business in this state.] The
Attorney General may bring proceedings to recover
all amounts due this state under the provisions of
this subsection.
Sec. 5. Subsection (d) of section 34-233 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) A foreign limited liability company which
transacts business in this state without a valid
certificate of registration shall be liable to
this state, for each year or part thereof during
which it transacted business in this state without
such certificate, in an amount equal to: (1) [The
sum of two thousand dollars, (2) all] ALL fees and
taxes which would have been imposed by law upon
such limited liability company had it duly applied
for and received such registration to transact
business in this state and [(3)] (2) all interest
and penalties imposed by law for failure to pay
such fees and taxes. Such fees and penalties may
be levied by said secretary. [The penalty imposed
by subdivision (1) of this subsection shall not be
levied upon a foreign limited liability company
which has registered with said secretary within
ninety days after it has commenced transacting
business in this state.] A FOREIGN LIMITED
LIABILITY COMPANY IS FURTHER LIABLE TO THIS STATE,
FOR EACH MONTH OR PART THEREOF DURING WHICH IT
TRANSACTED BUSINESS IN THIS STATE WITHOUT A VALID
CERTIFICATE OF REGISTRATION, IN AN AMOUNT EQUAL TO
ONE HUNDRED SIXTY-FIVE DOLLARS, EXCEPT THAT A
FOREIGN LIMITED LIABILITY COMPANY WHICH HAS
REGISTERED WITH THE SECRETARY OF THE STATE TO
TRANSACT BUSINESS IN THIS STATE SHALL NOT BE
LIABLE FOR SUCH MONTHLY PENALTY FOR THE FIRST
THREE MONTHS OR PART THEREOF DURING WHICH IT
TRANSACTED BUSINESS WITHOUT SUCH CERTIFICATE. The
Attorney General may bring proceedings to recover
all amounts due this state under the provisions of
this subsection.
Sec. 6. Subsection (d) of section 34-539 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) A foreign statutory trust which transacts
business in this state without a valid certificate
of registration shall be liable to this state, for
each year or part thereof during which it
transacted business in this state without such
certificate, in an amount equal to: (1) [The sum
of two thousand dollars; (2) all] ALL fees and
taxes which would have been imposed by law upon
such statutory trust had it duly applied for and
received such registration to transact business in
this state [;] and [(3)] (2) all interest and
penalties imposed by law for failure to pay such
fees and taxes. A FOREIGN STATUTORY TRUST IS
FURTHER LIABLE TO THIS STATE, FOR EACH MONTH OR
PART THEREOF DURING WHICH IT TRANSACTED BUSINESS
WITHOUT A VALID CERTIFICATE OF REGISTRATION, IN AN
AMOUNT EQUAL TO ONE HUNDRED SIXTY-FIVE DOLLARS,
EXCEPT THAT A FOREIGN STATUTORY TRUST WHICH HAS
REGISTERED WITH THE SECRETARY OF THE STATE TO
TRANSACT BUSINESS IN THIS STATE SHALL NOT BE
LIABLE FOR SUCH MONTHLY PENALTY FOR THE FIRST
THREE MONTHS OR PART THEREOF DURING WHICH IT
TRANSACTED BUSINESS WITHOUT SUCH CERTIFICATE. Such
fees and penalties may be levied by the Secretary
of the State. [The penalty imposed by subdivision
(1) of this subsection shall not be levied upon a
foreign statutory trust which has registered with
said secretary within ninety days after it has
commenced transacting business in this state.] The
Attorney General may bring proceedings to recover
all amounts due this state under the provisions of
this subsection.
Sec. 7. This act shall take effect July 1,
1997.
Approved June 24, 1997