Connecticut Seal

General Assembly

 

Raised Bill No. 6644

January Session, 2009

 

LCO No. 4463

 

*04463_______JUD*

Referred to Committee on Judiciary

 

Introduced by:

 

(JUD)

 

AN ACT CONCERNING BUSINESS ENTITY FILINGS.

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

Section 1. Section 33-608 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

(b) Sections 33-600 to 33-998, inclusive, as amended by this act, shall require or permit filing the document in the office of the Secretary of the State.

(c) The document shall contain the information required by sections 33-600 to 33-998, inclusive, as amended by this act. It may contain other information as well.

(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-609, the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the Secretary of the State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-662 and 33-928.

(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998, inclusive, as amended by this act, or other law must be paid or provision for payment made in a manner permitted by the Secretary of the State.

(k) When any document is required or permitted to be filed or recorded as provided in sections 33-600 to 33-998, inclusive, as amended by this act, the Secretary of the State may in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(l) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-600 to 33-998, inclusive, as amended by this act, to be filed with the Secretary of the State.

[(l)] (m) As used in this subsection, "filed document" means a document filed with the Secretary of the State under any provision of sections 33-600 to 33-998, inclusive, as amended by this act, except sections 33-920 to 33-937, inclusive, as amended by this act, and section 33-953, and "plan" means a plan of merger or share exchange. Whenever a provision of sections 33-600 to 33-998, inclusive, as amended by this act, permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;

(2) The facts may include, but are not limited to (A) any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data, (B) a determination or action by any person or body, including the corporation or any other party to a plan or filed document, or (C) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;

(3) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) the registered office of any entity required in a filed document; (C) the registered agent of any entity required in a filed document; (D) the number of authorized shares and designation of each class or series of shares; (E) the effective date of a filed document; and (F) any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which such approval was given; and

(4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and such fact is not ascertainable by reference to a source described in subparagraph (A) of subdivision (2) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of the State a certificate of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Certificates of amendment under this subdivision are deemed to be authorized by the authorization of the original plan or filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

Sec. 2. Section 33-882 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; and (3) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, as amended by this act, and by the certificate of incorporation.

(b) No corporation may file a certificate of dissolution under this section until it has filed all annual reports that are due as provided in sections 33-953 and 33-954, as amended by this act.

[(b)] (c) A corporation is dissolved upon the effective date of its certificate of dissolution.

[(c)] (d) For the purposes of sections 33-880 to 33-903, inclusive, as amended by this act, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.

Sec. 3. Section 33-932 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of the State.

(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State and his successors in office as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.

(c) No foreign corporation may obtain a certificate of withdrawal under this section until it has filed all annual reports that are due as provided in sections 33-953 and 33-954, as amended by this act.

[(c)] (d) After the withdrawal of the corporation is effective, service of process on the Secretary of the State as provided in section 33-929 is service on the foreign corporation.

Sec. 4. Section 33-953 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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, and each foreign corporation authorized to transact business in this state, shall file an annual report with the Secretary of the State as prescribed in this section.

(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. [Subsequent] On and after January 1, 2010, subsequent annual reports of such domestic corporation and 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 adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file an annual report according to reporting schedules established by the secretary so as to effect staggered filing of all such reports] by electronic transmission between January first and May first. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

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

Sec. 5. Section 33-954 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any corporation required to file annual reports as provided in section 33-953, as amended by this act, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a corporation until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a corporation does not conform to law, he may return it to the corporation for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the corporation shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the corporation shall be in default for failure to file two reports.

(c) On and after January 1, 2010, any corporation that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 33-617 for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 6. Section 33-1004 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

(b) Sections 33-1000 to 33-1290, inclusive, as amended by this act, shall require or permit filing the document in the office of the Secretary of the State.

(c) The document shall contain the information required by sections 33-1000 to 33-1290, inclusive, as amended by this act. It may contain other information as well.

(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005, the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the Secretary of the State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218.

(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290, inclusive, as amended by this act, or other law, must be paid or provision for payment made in a manner permitted by the Secretary of the State.

(k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290, inclusive, the Secretary of the State may in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(l) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-1000 to 33-1290, inclusive, as amended by this act, to be filed with the Secretary of the State.

Sec. 7. Section 33-1172 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; (3) if dissolution was approved by members, a statement that the proposal to dissolve was duly approved by the members in the manner required by sections 33-1000 to 33-1290, inclusive, as amended by this act, and by the certificate of incorporation; and (4) if dissolution was authorized by the board of directors without member approval, a statement that the dissolution was duly approved by the board of directors and that member approval was not required.

(b) No corporation may file a certificate of dissolution under this section until it has filed all annual reports that are due as provided in sections 33-1243 and 33-1244, as amended by this act.

[(b)] (c) A corporation is dissolved upon the effective date of its certificate of dissolution.

[(c)] (d) For the purposes of sections 33-1170 to 33-1193, inclusive, as amended by this act, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.

Sec. 8. Section 33-1222 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A foreign corporation authorized to conduct affairs in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of the State.

(b) A foreign corporation authorized to conduct affairs in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not conducting affairs in this state and that it surrenders its authority to conduct affairs in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State and his successors in office as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.

(c) No foreign corporation may obtain a certificate of withdrawal under this section until it has filed all annual reports that are due as provided in sections 33-1243 and 33-1244, as amended by this act.

[(c)] (d) After the withdrawal of the corporation is effective, service of process on the Secretary of the State as provided in section 33-1219, is service on the foreign corporation.

Sec. 9. Section 33-1243 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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, 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 an annual report, shall file an annual report with the Secretary of the State as prescribed in this section.

(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. [Subsequent] On and after January 1, 2010, subsequent annual reports of such domestic corporation and 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 adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file an annual report according to reporting schedules established by the secretary so as to effect staggered filing of all such reports] by electronic transmission between January first and May first. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(c) Each 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 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 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 or electronic mail address, as shown by his records, and to each foreign corporation authorized to conduct affairs in this state at its executive offices or electronic mail address, as last shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a corporation of the requirement of filing the report as provided in this section.

Sec. 10. Section 33-1244 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any corporation required to file annual reports as provided in section 33-1243, as amended by this act, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a corporation until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a corporation does not conform to law, he may return it to the corporation for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the corporation shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the corporation shall be in default for failure to file two reports.

(c) On and after January 1, 2010, any corporation that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 33-1013 for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 11. Section 34-10b of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:

(1) Endorse on each copy the word "Filed" and the day, month and year of the filing thereof; and

(2) File a signed copy in his office.

(b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled.

(c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u, inclusive, as amended by this act, the Secretary of the State may in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(d) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-9 to 34-38u, inclusive, as amended by this act, to be filed with the Secretary of the State.

Sec. 12. Section 34-13e of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) On and after January 1, 1996, each limited partnership shall file an annual report with the Secretary of the State that shall be due upon the anniversary of the formation of the limited partnership. On and after January 1, 2010, each limited partnership shall file an annual report by electronic transmission between January first and May first. Upon request of a limited partnership, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(b) Each annual report shall set forth: (1) The name of the limited partnership; and (2) the address of the office of the limited partnership required to be maintained by section 34-13b.

(c) Each annual report shall be executed in accordance with section 34-10a and be accompanied by the filing fee established in section 34-38n. The Secretary of the State shall mail to each limited partnership at [its] the address of the office required to be maintained by section 34-13b or its electronic mail address, as shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a limited partnership of the requirement of filing the report as provided in this section.

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

(a) Any limited partnership required to file an annual report as provided in section 34-13e, as amended by this act, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a limited partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a limited partnership does not conform to law, he may return it to the limited partnership for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the limited partnership shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the limited partnership shall be in default for failure to file two reports.

(c) On and after January 1, 2010, any limited partnership that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 34-38n for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 14. Section 34-32a of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth:

(1) The name of the limited partnership;

(2) The date of filing of the original certificate of limited partnership;

(3) The reason for filing the certificate of cancellation;

(4) The effective date of cancellation if it is not to be effective upon the filing of the certificate; and

(5) Any other information the general partners filing the certificate determine.

(b) No limited partnership may file a certificate of cancellation under this section until it has filed all annual reports that are due as provided in sections 34-13e and 34-13f, as amended by this act.

Sec. 15. Section 34-38k of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A foreign limited partnership may cancel its registration by filing with the Secretary of the State a signed copy of a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.

(b) No foreign limited partnership may file a certificate of cancellation under this section until it has filed all annual reports that are due as provided in sections 34-38s and 34-38t, as amended by this act.

Sec. 16. Section 34-38s of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) On and after January 1, 1996, each foreign limited partnership registered to transact business in this state shall file an annual report with the Secretary of the State that shall be due upon the anniversary of the registration of such foreign limited partnership pursuant to section 34-38g. On and after January 1, 2010, each foreign limited partnership shall file an annual report by electronic transmission between January first and May first. Upon request of a foreign limited partnership, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the foreign limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(b) Each annual report shall set forth: (1) The name of the foreign limited partnership and, if different, the name under which such foreign limited partnership 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 partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office.

(c) Each annual report shall be executed in accordance with section 34-10a and be accompanied by the filing fee established in section 34-38n. The Secretary of the State shall mail to each foreign limited partnership at its principal office or its electronic mail address, as last shown by his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a foreign limited partnership of the requirement of filing the report as provided in this section.

Sec. 17. Section 34-38t of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any foreign limited partnership required to file an annual report as provided in section 34-38s, as amended by this act, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a foreign limited partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a foreign limited partnership does not conform to law, he may return it to the foreign limited partnership for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the foreign limited partnership shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the foreign limited partnership shall be in default for failure to file two reports.

(c) On and after January 1, 2010, any foreign limited partnership that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 34-38n for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 18. Section 34-106 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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. On and after January 1, 2010, each limited liability company shall file an annual report by electronic transmission between January first and May first. Upon request of a limited liability company, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(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.

(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. The Secretary of the State shall mail to each limited liability company at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a limited liability company of the requirement of filing the report as provided in this section.

Sec. 19. Section 34-107 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any limited liability company required to file an annual report as provided in section 34-106, as amended by this act, which fails to file its annual report before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a limited liability company until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a limited liability company does not conform to law, he may return it to the limited liability company for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the limited liability company shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the limited liability company shall be in default for failure to file two reports.

(c) On and after January 1, 2010, any limited liability corporation that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 34-112 for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 20. Section 34-110 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) The original signed copy of the articles of organization or any other document required to be filed pursuant to sections 34-100 to 34-242, inclusive, as amended by this act, shall be delivered to the Secretary of the State. The articles of organization or any other document required to be filed shall be typewritten or printed or, if authorized by the Secretary of the State, electronically transmitted. Unless the Secretary of the State determines that the document does not conform to the filing provisions of said sections, the Secretary of the State shall, when all required filing fees have been paid: (1) Endorse on each signed document "filed" and the date and time of its acceptance for filing; and (2) retain the signed document in the Secretary of the State's files.

(b) When any document is required or permitted to be filed or recorded as provided in sections 34-100 to 34-242, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-100 to 34-242, inclusive, as amended by this act, to be filed with the Secretary of the State.

[(c)] (d) If the Secretary of the State determines that the document does not conform to the filing provisions of sections 34-100 to 34-242, inclusive, as amended by this act, or is not accompanied by all fees required by law, the document shall not be filed and the Secretary of the State shall return the document to the person originally submitting it.

Sec. 21. Section 34-211 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) After the dissolution of a limited liability company pursuant to section 34-206, the limited liability company shall file articles of dissolution in the office of the Secretary of the State which set forth: (1) The name of the limited liability company; (2) the reason for filing the articles of dissolution; (3) the effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon the filing; and (4) any other information the members or managers filing the articles of dissolution may determine.

(b) No limited liability company may file articles of dissolution under this section until it has filed all annual reports that are due as provided in sections 34-106 and 34-107, as amended by this act.

Sec. 22. Section 34-229 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(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. On and after January 1, 2010, each foreign limited liability company shall file an annual report by electronic transmission between January first and May first. Upon request of a foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(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; (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.

(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. The Secretary of the State shall mail to each foreign limited liability company at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a foreign limited liability company of the requirement of filing the report as provided in this section.

Sec. 23. Section 34-230 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any foreign limited liability company required to file an annual report as provided in section 34-229, as amended by this act, which fails to file its annual report before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a foreign limited liability company until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a foreign limited liability company does not conform to law, he may return it to the foreign limited liability company for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the foreign limited liability company shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the foreign limited liability company shall be in default for failure to file two reports.

(c) On and after January 1, 2010, any foreign limited liability company that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 34-112 for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 24. Section 34-231 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A foreign limited liability company authorized to transact business in this state may cancel its registration upon procuring from the Secretary of the State a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the Secretary of the State an application for cancellation, which shall set forth: (1) The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized; (2) that the foreign limited liability company is not transacting business in this state; (3) that the foreign limited liability company surrenders its certificate of registration to transact business in this state; (4) that the foreign limited liability company revokes the authority of its statutory agent for service of process in this state and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on such foreign limited liability company by service thereof upon the Secretary of the State; and (5) an address to which a person may mail a copy of any process against the foreign limited liability company.

(b) The application for cancellation shall be in the form and manner designated by the Secretary of the State and shall be executed by the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign limited liability company is in the hands of a receiver or trustee or other court-appointed fiduciary, by such receiver, trustee or fiduciary.

(c) No foreign limited liability company may procure a certificate of cancellation under this section until it has filed all annual reports that are due as provided in sections 34-229 and 34-230, as amended by this act.

[(c)] (d) A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of business in this state.

Sec. 25. Section 34-411 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) The original signed copy of a certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership or of any other document required to be filed pursuant to sections 34-300 to 34-434, inclusive, as amended by this act, shall be delivered to the Secretary of the State. Unless the Secretary of the State determines that the documents do not conform to the filing provisions of said sections, he shall, when all required filing fees have been paid: (1) Endorse on each signed original "filed" and the date and time of its acceptance for filing; and (2) retain the signed original in his files.

(b) When any document is required or permitted to be filed or recorded as provided in sections 34-406 to 34-434, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-406 to 34-434, inclusive, as amended by this act, to be filed with the Secretary of the State.

[(b)] (d) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-300 to 34-434, inclusive, as amended by this act, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.

Sec. 26. Section 34-420 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Each registered limited liability partnership shall file an annual report with the Secretary of the State, which report shall be due upon the anniversary of the filing of a certificate of limited liability partnership pursuant to section 34-419. On and after January 1, 2010, each registered limited liability partnership shall file an annual report by electronic transmission between January first and May first. Upon request of a registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the registered limited liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(b) Such reporting requirement shall commence on or after January 1, 1997, and continue annually thereafter.

(c) Each annual report shall set forth: (1) The name of the registered limited liability partnership, and (2) the registered limited liability partnership's current principal office address.

(d) Each annual report shall be executed in accordance with section 34-410 and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall mail to each registered limited liability partnership at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a registered limited liability partnership of the requirement of filing the report as provided in this section.

Sec. 27. Section 34-421 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any registered limited liability partnership required to file an annual report as provided in section 34-420, as amended by this act, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed. However, the status of the registered limited liability partnership or the limited liability of the partners thereof shall not be affected, except as provided under subsection (b) of section 34-422.

(b) The Secretary of the State shall not accept for filing a report from a registered limited liability partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a registered limited liability partnership does not conform to law, he may return it to the registered limited liability partnership for correction.

(c) The Secretary of the State shall proceed as provided in section 34-422 whenever a registered limited liability partnership is in default for failing to file its annual report required by section 34-420, as amended by this act.

(d) On and after January 1, 2010, any registered limited liability partnership that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 34-413 for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 28. Section 34-423 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A registered limited liability partnership may renounce its status as a registered limited liability partnership by filing a renunciation of status report in the office of the Secretary of the State which sets forth: (1) The name of the registered limited liability partnership; (2) that it renounces its status as a registered limited liability partnership; (3) the effective date, which shall be a date certain, of the renunciation of status if such is not to be effective upon the filing; and (4) any other information the partnership may determine to include. Renunciation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of renunciation.

(b) No registered limited liability partnership may file a renunciation of status report under this section until it has filed all annual reports that are due as provided in sections 34-420 and 34-421, as amended by this act.

Sec. 29. Section 34-431 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A foreign registered limited liability partnership authorized 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 registered limited liability partnership's certificate of authority pursuant to section 34-429. On and after January 1, 2010, each foreign registered limited liability partnership shall file an annual report by electronic transmission between January first and May first. Upon request of a foreign registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file by electronic transmission if the foreign registered limited liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if good cause is shown.

(b) Such reporting requirement shall commence on and after January 1, 1997, and continue annually thereafter.

(c) Each annual report shall set forth: (1) The name of the foreign registered limited liability partnership and, if different, the name under which such foreign registered limited liability partnership 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 registered limited liability partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office.

(d) Each annual report shall be executed in accordance with section 34-410, and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall mail to each foreign registered limited liability partnership at its principal office or electronic mail address, as shown on his records, [a form prescribed by him for the annual report] notice that the annual report is due, but failure to receive such [form] notice shall not relieve a foreign registered limited liability partnership of the requirement of filing the report as provided in this section.

Sec. 30. Section 34-432 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Any foreign registered limited liability partnership required to file an annual report as provided in section 34-431, as amended by this act, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.

(b) The Secretary of the State shall not accept for filing a report from a foreign registered limited liability partnership until any default for failure to file any annual report is cured. If the Secretary of the State finds that any annual report received from a foreign registered limited liability partnership does not conform to law, he may return it to the foreign registered limited liability partnership for correction.

(c) The Secretary of the State shall proceed as provided in section 34-433 whenever a foreign registered limited liability partnership is in default for failing to file its annual report required by section 34-431, as amended by this act.

(d) On and after January 1, 2010, any foreign registered limited liability partnership that fails to file its annual report on or before July first shall pay a late filing fee of one hundred dollars which shall be in addition to the fee established in section 34-413 for filing the annual report. The Attorney General may remit, in whole or in part, such late filing fee when, in his opinion, it would be inequitable to enforce collection thereof.

Sec. 31. Section 34-434 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) A foreign registered limited liability partnership may withdraw its certificate of authority by filing a report in the office of the Secretary of the State which sets forth: (1) The name of the foreign registered limited liability partnership; (2) that it withdraws its certificate of authority effective upon filing; and (3) any other information the partnership may determine to include.

(b) No foreign registered limited liability partnership may file a withdrawal of its certificate of authority under this section until it has filed all annual reports that are due as provided in sections 34-431 and 34-432, as amended by this act.

Sec. 32. Section 34-503 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2009):

(a) Every statutory trust shall file [the original,] a signed copy of its certificate of trust with the office of the Secretary of the State. The certificate of trust shall set forth:

(1) A name of the statutory trust that satisfies the requirements of section 34-506;

(2) The future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate;

(3) The principal office address of the statutory trust;

(4) The appointment of a statutory agent for service of process, as required by section 34-507; and

(5) Any other information the trustees determine to include therein.

(b) (1) A certificate of trust may be amended by filing a certificate of amendment thereto with the office of the Secretary of the State. The certificate of amendment shall set forth: (A) The name of the statutory trust; (B) the date of filing of the original certificate of trust; (C) the amendment to the certificate; and (D) the future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate.

(2) A certificate of trust may be amended at any time for any purpose as the trustees may determine, provided the certificate of trust as amended contains those provisions that are required by law to be contained in a certificate of trust at the time of making the amendment.

(c) (1) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth: (A) The present name of the statutory trust and, if it has been changed, the name under which the statutory trust was originally formed; (B) the date of filing of the original certificate of trust; (C) the information required to be included pursuant to subsection (a) of this section; (D) the future effective date, which shall be a date certain, of effectiveness of the restated certificate of trust if it is not to be effective upon the filing of the restated certificate of trust; and (E) any other information the trustees determine to include therein.

(2) A certificate of trust may be restated at any time for any purpose as the trustees may determine.

(d) A certificate of trust shall be cancelled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth: (1) The name of the statutory trust; (2) the date of filing of the original certificate of trust; (3) the reason for filing the certificate of cancellation; (4) the future effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the trustees determine to include therein.

(e) When any document is required or permitted to be filed or recorded as provided in sections 34-500 to 34-547, inclusive, as amended by this act, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

[(e)] (f) Unless the office of the Secretary of the State determines that a document filed with it pursuant to this section does not conform to law, it shall, when all required filing fees have been paid, endorse on each signed original of such document the word "Filed" and the date and time of its acceptance for filing and retain the original in its files.

This act shall take effect as follows and shall amend the following sections:

Section 1

October 1, 2009

33-608

Sec. 2

October 1, 2009

33-882

Sec. 3

October 1, 2009

33-932

Sec. 4

October 1, 2009

33-953

Sec. 5

October 1, 2009

33-954

Sec. 6

October 1, 2009

33-1004

Sec. 7

October 1, 2009

33-1172

Sec. 8

October 1, 2009

33-1222

Sec. 9

October 1, 2009

33-1243

Sec. 10

October 1, 2009

33-1244

Sec. 11

October 1, 2009

34-10b

Sec. 12

October 1, 2009

34-13e

Sec. 13

October 1, 2009

34-13f

Sec. 14

October 1, 2009

34-32a

Sec. 15

October 1, 2009

34-38k

Sec. 16

October 1, 2009

34-38s

Sec. 17

October 1, 2009

34-38t

Sec. 18

October 1, 2009

34-106

Sec. 19

October 1, 2009

34-107

Sec. 20

October 1, 2009

34-110

Sec. 21

October 1, 2009

34-211

Sec. 22

October 1, 2009

34-229

Sec. 23

October 1, 2009

34-230

Sec. 24

October 1, 2009

34-231

Sec. 25

October 1, 2009

34-411

Sec. 26

October 1, 2009

34-420

Sec. 27

October 1, 2009

34-421

Sec. 28

October 1, 2009

34-423

Sec. 29

October 1, 2009

34-431

Sec. 30

October 1, 2009

34-432

Sec. 31

October 1, 2009

34-434

Sec. 32

October 1, 2009

34-503

Statement of Purpose:

To make revisions concerning the timing and manner of the filing of annual reports and other documents with the Secretary of the State by domestic and foreign corporations, limited partnerships, limited liability companies, limited liability partnerships 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.]