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of  the  general  statutes  is  repealed  and  the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the general statutes is repealed and the following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