OLR Bill Analysis

sHB 6644 (as amended by House “A” and “B)*

AN ACT CONCERNING BUSINESS ENTITY FILINGS.

SUMMARY:

This bill makes a number of changes regarding the annual reports filed with the secretary of the state by domestic and out-of-state stock and non-stock corporations, limited partnerships, limited liability companies, and limited liability partnerships. It:

1. changes when the annual reports must be filed;

2. requires the secretary to deliver or email a notice that the annual report is due, rather than mail a form for the annual report;

3. requires the reports to be filed electronically unless, on request, the secretary grants an exemption; and

4. prohibits an entity from filing the required form to dissolve or cease doing business in Connecticut until it has filed all of its annual reports.

For these entities, it also allows the secretary to require or permit any document required by law or regulation under the law governing the particular entity to be filed by electronic transmission or new technology, as it develops. For corporations, current law allows the document to be delivered by electronic transmission to the extent the secretary permits it.

For limited partnerships, limited liability partnerships, and statutory trusts, the bill allows the secretary, in her discretion and for good cause, to permit use of a photostatic or photographic copy of any document required or permitted to be filed or recorded under the laws governing the entity instead of the original instrument. The bill gives the copy the same force and effect as the original. The law already applies these provisions to corporations and limited liability companies.

The bill also adds definitions, makes specific changes for limited liability companies and statutory trusts, and makes technical and conforming changes.

*House Amendment “A” makes conforming changes to allow the secretary to accept signed documents related to statutory trusts, rather than signed originals.

*House Amendment “B” eliminates a provision in the bill imposing a $ 100 late fee for a domestic or out-of-state stock or non-stock corporation, limited partnership, limited liability company, or limited liability partnership that does not meet the deadline for filing its annual report.

EFFECTIVE DATE: January 1, 2010

ANNUAL REPORTS

Beginning January 1, 2010, the bill requires domestic and out-of-state stock and non-stock corporations, limited partnerships, limited liability companies, and limited liability partnerships to file their annual reports between January 1 and May 1 each year. Under current law, corporations (except for the first report) file their annual reports according to the secretary's regulations. The other entities file them on the anniversary of their formation, filing of articles of organization, or, in the case of out-of-state entities, filing of their registration to do business.

The bill also requires the reports to be filed by electronic transmission, but it allows the secretary, on request, to exempt an entity from electronic filing if it is not capable of electronic filing, it cannot pay in an authorized manner by electronic means, or good cause is shown.

DEFINITIONS

The bill adds and changes certain definitions in the laws that apply to particular entities. As a result, these terms will have the same definitions in the laws that apply to corporations, limited partnerships, limited liability companies, and limited liability partnerships.

The bill adds the following definitions to the laws governing limited partnerships and limited liability partnership:

1. “deliver” is any method used in conventional commercial practice, including by hand, mail, commercial delivery, and electronic transmission;

2. a “document” includes anything delivered to the secretary for filing under the entity's laws;

3. “electronic transmission” is any process of communication not directly involving the physical transfer of paper that is suitable for the recipient retaining, retrieving, and reproducing information; and

4. “sign” includes any manual, facsimile, conformed, or electronic signature.

The bill specifies that these and other definitions for limited liability partnerships apply to all of the provisions on limited liability partnerships.

For limited liability companies, it adds the same definitions of “deliver” and “document” and changes the definition of “sign” to include electronic signatures.

The bill also adds the definitions for “document” and “sign” to the laws on statutory trusts but it does not add the other terms.

LIMITED LIABILITY COMPANIES

Under current law, articles of organization and any documents required to be filed under the limited liability company law must be typed, printed, or, if authorized by the secretary, electronically transmitted. The bill allows them to be electronically transmitted in a format that can be retrieved or reproduced in a typed or printed form.

STATUTORY TRUSTS

Current law requires a statutory trust to file the original, signed copy of its certificate of trust with the secretary. The bill only requires a signed copy and not the original. The bill makes conforming changes to require that the date of initial filing of the certificate of trust, rather than the date of filing an “original” certificate of trust, be included when filing certificates of amendment or cancellation or restated certificates of trust. It requires the secretary to endorse, accept for filing, and retain signed documents instead of signed original documents.

COMMITTEE ACTION

Judiciary Committee

Joint Favorable Substitute

Yea

39

Nay

0

(04/01/2009)