SB 294 — AN ACT CONCERNING TRADE NAMES, FRAUDULENT FILINGS, IMPERMISSIBLE BUSINESS SOLICITATIONS, DISSOLUTION OF CORPORATIONS, THE ISSUANCE OF AN APOSTILLE AND FEES CHARGED BY A NOTARY.

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615 unauthorized filing.

(4) Require that all addresses submitted to the Secretary be valid accordingPublic toAct theNo. United States Postal Service;

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294 according to the United States Postal Service;

and (2) "Person" has the same meaning as provided in subsection (k) of sSB294section /1-1 Fileof No.the general statutes.

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615 section 1-1 of the general statutes.

(2)Include, inthecase ofmailedsolicitation,thewords"THIS IS NOT APublic GOVERNMENTAct DOCUMENT"No. in twenty-four-point type and all capital letters on the envelope, outside cover or wrapper in which the solicitation is mailed;

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294 A GOVERNMENT DOCUMENT" in twenty-four-point type and all capital letters on the envelope, outside cover or wrapper in which the solicitation is mailed;

(d) A violation of this section constitutes a deceptive act or practice sSB294as /provided Fileunder No.chapter 735a of the general statutes.

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615 as provided under chapter 735a of the general statutes.

In the case of a domestic corporation that has not yet filed an annual report or does notPublic haveAct anNo. electronic mail address on record, notice may be sent to any one of the incorporators listed on the certificate of incorporation by first class mail.

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294 not have an electronic mail address on record, notice may be sent to any one of the incorporators listed on the certificate of incorporation by first class mail.

(d) Dissolution shall be effective upon the filing by the Secretary of sSB294the /State Filein No.his office of such certificate of administrative dissolution.

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615 the State in his office of such certificate of administrative dissolution.

Section 33-1181 of the general statutes is repealed and the followingPublic isAct substitutedNo. in lieu thereof (Effective from passage):

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294 following is substituted in lieu thereof (Effective from passage):

(c) Whenever it comes to the attention of the Secretary of the State that a corporation has failed to maintain a registered agent or that such registered agent cannot, with reasonable diligence, be found at the address shown in the records of his office, the Secretary of the State may notify such corporation by electronic mail addressed to such sSB294corporation /sent Fileto No.such corporation at its electronic mail address as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved.

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615 corporation sent to such corporation at its electronic mail address as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved.

(d)Public DissolutionAct shallNo. be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.

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294 (d) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.

for [certifying] issuing an apostille as sSB294specified /by Filethe No.Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents or otherwise authenticating the incumbency of a judge of probate, notary public or other official, forty dollars per document, except that [for certifying the incumbency of an official] when such apostille or authentication is in connection with an adoption of a child, such fee shall be fifteen dollars.

615Public 12Act sSB294 File No.

61526-81 specified13 by the Hague Convention of 516 OctoberSubstitute 1961Senate AbolishingBill theNo. Requirement of Legalisation for Foreign Public Documents or otherwise authenticating the incumbency of a judge of probate, notary public or other official, forty dollars per document, except that [for certifying the incumbency of an official] when such apostille or authentication is in connection with an adoption of a child, such fee shall be fifteen dollars.

294 Sec.

(3) "Hague Convention" means the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents to which the United States of America is a contracting authority and the Connecticut Secretary of the State is a designated competent authority.

sSB294(d) /The FileSecretary may adopt regulations, in accordance with chapter of the general statutes, specifying the processes and procedures applicable to apostilles and authentications in accordance with the Secretary’s authority under this section and as a competent authority Public Act No.

61526-81 1314 sSB294of File16 Substitute Senate Bill No.

615294 (d) The Secretary may adopt regulations, in accordance with chapter 54 of the general statutes, specifying the processes and procedures applicable to apostilles and authentications in accordance with the Secretary’s authority under this section and as a competent authority under the Hague Convention.

sSB294The /fee Filefor any act performed by a notary public in accordance with Public Act No.

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615294 The fee for any act performed by a notary public in accordance with the provisions of the general statutes shall not exceed [five] ten dollars plus an additional [thirty-five cents] rate for each mile of travel not exceeding the business standard mileage rate determined by the Internal Revenue Service.

ThisGovernor's actAction: shall take effect as follows and shall amend the following sections:

SectionApproved 1May October26, 1, 2026 35-1aPublic Sec.Act No.

226-81 October16 1,of 202616 35-1b Sec.

3 October 1, 2026 35-1c Sec.

4 October 1, 2026 35-1d Sec.

5 October 1, 2026 New section Sec.

6 October 1, 2026 3-99e Sec.

7 January 1, 2027 New section Sec.

8 from passage 33-890 Sec.

9 from passage 33-1181 Sec.

10 from passage 3-99a(a) Sec.

11 from passage New section Sec.

12 from passage 3-94m Sec.

13 July 1, 2026 3-95 Statement of Legislative Commissioners:

In Section 5(a), "this chapter" was changed to "chapter 620 of the general statutes" for accuracy;

and in Section 5(a)(1), "or limited" was deleted to avoid repetition with Section 5(a)(5).

JUD Joint Favorable Subst.

sSB294 / File No.

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615 The following Fiscal Impact Statement and Bill Analysis are prepared for the benefit of the members of the General Assembly, solely for purposes of information, summarization and explanation and do not represent the intent of the General Assembly or either chamber thereof for any purpose.

In general, fiscal impacts are based upon a variety of informational sources, including the analyst’s professional knowledge.

Whenever applicable, agency data is consulted as part of the analysis, however final products do not necessarily reflect an assessment from any specific department.

OFA Fiscal Note State Impact:

None Municipal Impact:

Municipalities Effect FY 27 $ FY 28 $ Various Municipalities Potential See Below See Below Revenue Gain Explanation The bill increases fees for notary services, resulting in a potential revenue gain for various municipalities beginning in FY 27.

The bill additionally makes other changes that have no fiscal impact to the state or municipalities.

Sections 4 and 7 add to an existing unfair trade practice violation and create a new unfair trade practice violation, resulting in no fiscal impact to the state.

The Department of Consumer Protection investigates these violations and has the resources and expertise to meet the requirements of the bill.

Section 13 adjusts current notary fees, including increasing the maximum fee a notary public can charge by $5 (from $5 to $10) and raising allowable mileage charges, resulting in a potential revenue gain to various municipalities beginning in FY 27.

The exact revenue gain will depend on whether municipal notaries increase their existing fees (including any who previously did not charge but will due to the bill's increase) and the total number of such notarizations performed.

The Out Years sSB294 / File No.

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615 The annualized ongoing fiscal impact identified above would continue into the future, subject to the number of documents notarized by municipalities and the fees charged.

sSB294 / File No.

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615 OLR Bill Analysis sSB 294 AN ACT CONCERNING TRADE NAMES, FRAUDULENT FILINGS, IMPERMISSIBLE BUSINESS SOLICITATIONS, DISSOLUTION OF CORPORATIONS, THE ISSUANCE OF AN APOSTILLE AND FEES CHARGED BY A NOTARY.

SUMMARY This bill makes various changes in laws that govern certain business entities operating in the state.

Primarily, it does the following:

1.

expands the trade name law to, among other things, (a) require town clerks to record them and have trade name certificates issued from the Connecticut Trade Name Registry;

(b) prohibit the use of specific words in trade names;

(c) modify trade name renewal, amendment, and cancellation procedures;

(d) set record retention requirements for town clerks;

and (e) specify when a trade name record is considered presumptive evidence (§§ 1-5);

2.

expands the options available to the secretary when she is unable to verify a business entity’s data in the Connecticut Business Register (§ 6);

3.

sets the requirements for most individuals or entities that solicit a fee for filing a document with, or retrieving a copy of one from, the secretary of the state (SOTS), and makes a violation a deceptive act or practice (§ 7);

4.

creates an exception for certain domestic corporations regarding electronic communication from SOTS on administrative dissolutions (§§ 8 & 9);

5.

sets procedures for SOTS to issue an apostille or authentication (§§ 10 & 11);

sSB294 / File No.

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615 6.

increases the maximum fee a notary public may charge for performing notarial acts (§ 13);

and 7.

authorizes the secretary to adopt regulations to specify processes and procedures (a) applicable to apostilles and authentications and (b) to determine whether to take corrective action on a notary’s commission (§§ 11 & 12).

It also makes technical and conforming changes.

EFFECTIVE DATE:

Upon passage, except the provisions on (1) the notary fee increases are effective July 1, 2026;

(2) trade names and the Connecticut business register are effective October 1, 2026;

and (3) solicitations are effective January 1, 2027.

§§ 1–5 — TRADE NAMES Trade Name Application and Recording (§ 1) Current law prohibits anyone, including business entities, from transacting business in Connecticut under a name or designation other than the person’s real name, unless a trade name certificate has been issued by the town clerk in the town that is the business’s principal location.

The bill instead allows it if the trade name has been recorded and a certificate evidencing the trade name was issued, through a substantially similar process to current law.

Under the bill, a trade name must be recorded by submitting a trade name application, using a SOTS-prescribed form, to the town clerk’s office in the town where the business is, or will be, principally transacted, as is the case for applications for trade name certificates under current law.

Current law requires an executed application for a trade name certificate to be acknowledged before an authority qualified to administer oaths.

The bill instead requires a trade name application to be acknowledged before an authority qualified to take acknowledgments under the Uniform Acknowledgment Act, which provides for acknowledgements made in Connecticut, other states, or a sSB294 / File No.

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615 U.S.

territory or possession, or other countries.

Business Organizations.

Under the law, there are separate applications for natural persons and business organizations.

Under current law, a “business organization” is any corporation, limited partnership (LP), limited liability partnership (LLP), or limited liability company(LLC)onrecordwithSOTS.Thebillspecifiesthatthisincludes all business entities, whether foreign or domestic, on record with SOTS.

The bill prohibits business organizations from filing a trade name applicationunlessthebusinessisactiveandhasfiledallrequiredannual reports with SOTS.

Under the bill, all trade names issued to the organization are deemed canceled upon the business organization’s dissolution, withdrawal, forfeiture, or revocation.

Restricted Words in Trade Names (§ 5) Starting October 1, 2026, the bill prohibits any trade name from containing the words in the table below.

Table:

Prohibited Words in Trade Names Under the Bill Professional Limited Liability Limited Partnership Statutory Trust Corporation* Company Incorporated* LLC or L.L.C.

Registered Limited Limited Liability Liability PartnershiTrust Corporation* Professional LimitedLimited Liability Limited or Ltd.

Liability Company Partnership Societa Per Azioni* PLLC or P.L.L.C.

LLP or L.L.P.

LLT or L.L.T.

*Or any abbreviation The bill makes any trade name accepted by a town clerk and entered on the Connecticut Trade Name Registry void by operation of law if it contains a prohibited word and authorizes the secretary to void the record.

It also prohibits anyone from using, in printed advertising, an assumed or fictitious name to do the person’s business that includes the sSB294 / File No.

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615 term “company” to suggest that the business is a corporation or LLC unless the business is in fact a corporation or LLC.

Trade Name Certificates (§ 1) The bill specifies that when a town clerk accepts a trade name application, a trade name certificate evidencing the trade name must be issued from the Connecticut Trade Name Registry (see § 3 below).

As undercurrentlaw,thetradenameonthecertificateisvalidforfiveyears from the date it was issued.

Under the bill, trade names recorded before January 1, 2025, expire on December 31, 2029, as is the case under current law for certificates issued before that date.

Under existing law and the bill, a trade name in existence before January 1, 2025, may be renewed for another five years from the date the town clerk accepts the renewal.

Renewals, Amendments, and Cancellations (§ 2) Current law allows trade name certificates to be renewed between six months before the certificate expires and the expiration date.

The bill removes this limitation.

As under current law for trade name certificates, a trade name renewal application must be on a SOTS- prescribed form and provide the information required in the initial application.

Upon accepting the renewal application, current law requires the town clerk to issue a new certificate, which is valid for five years from the previous certificate’s expiration date.

The bill (1) requires that a renewal certificate be issued by the Connecticut Trade Name Registry and(2)makesthetradenamevalidforfiveyearsfromwhentherenewal application was accepted.

The bill further specifies that when SOTS accepts the renewal application, the previous trade name is deemed canceled.

The bill allows any person to apply for a new trade name at any time before the existing trade name expires.

However, the town clerk must cancel any prior tradename thefiler identifiesas superseded by the new filing.

Also, as under current law for certificates, the filer may cancel the sSB294 / File No.

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615 trade name before its expiration by filing the cancellation with the town clerk where the trade name was filed.

Correspondingly, the bill eliminates the filer’s ability to amend any information in an original or renewal application for a certificate before its expiration.

Alphabetical Index and Connecticut Trade Name Registry (§ 3) Current law requires each town clerk to keep an alphabetical index of trade name certificates issued for individuals and business organizations.

The bill limits this to trade names filed on or before December 31, 2024, and instead creates new retention requirements (see below).

Current law requires SOTS to create an electronic system for town clerks to process trade name certificate applications and allows the secretary to require that town clerks use it.

The bill instead applies these provisions to processing trade names in the Connecticut Trade Name Registry.

Relatedly, the bill eliminates a provision deeming town clerks using the electronic system compliant with the index requirement.

Record Retention and Presumptive Evidence (§ 4) The bill requires town clerks to keep all trade name records received and created, regardless of the date, in keeping with the record retention periods set by the Public Records Administrator.

Under current law, a copy of any trade name certificate that the issuing town clerk certifies is presumptive evidence in all courts in the state of the facts the certificate contains.

Under the bill, for any trade name record received on or:

1.

before December 31, 2024, current law applies, and 2.

after January 1, 2025, a copy of the record, as reflected on the Connecticut Trade Name Registry and bearing a facsimile of the secretary’s signature, is presumptive evidence in all courts in Connecticut of the facts in the trade name record.

Exemptions (§ 4) sSB294 / File No.

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615 Existing law exempts from the trade name laws, SOTS-registered LLPs, corporations, and statutory trusts, domestic or foreign limited partnerships and LLCs, if they transact business under the name stated in their formation or registration document, as applicable, filed with SOTS.

The bill specifies that “the name stated in its formation or registration document” does not include any business designator required by law for professional services corporations, business corporations, or non- stock corporations;

or under the Uniform LLC Act, the Uniform Partnership Act, Uniform Limited Partnership Act, or the Connecticut Statutory Trust Act;

or any other state law requiring a business organization to use specific phrases, words, or abbreviations in its name registered with SOTS.

§ 6 — CONNECTICUT BUSINESS REGISTER The Connecticut Business Registry is the data and filing history of all businesses that form or register with SOTS as a corporation, LP, LLP, professional association, LLC, or Statutory Trust and made available to the public on the state’s centralized business website.

The law allows the secretary to verify data that is submitted to the Connecticut Business Registry and confirm whether it was authorized by the registered business entity for which it is filed.

Existing law allows the secretary to administratively dissolve, forfeit, revoke or cancel any registered business entity whose data she cannot verify.

The bill allows thesecretaryto alsoredactanyaddressandnamethatcannotbeverified from any relevant finding.

If a filing was made for a legitimate entity, and the Secretary cannot verify the data, the bill allows her to mark each unauthorized filing for the entity to notify the public that the filing is unauthorized and restore the data that was on the registry before the unauthorized filing.

§ 7 — SOLICITATIONS The bill sets the requirements for any person (individuals, communities, companies, corporations, public or private, LLCs, sSB294 / File No.

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615 societies, and associations) that solicits (directly advertises to a person) a fee for filing a document with, or retrieving a copy or certified copy of a certificate or public record from, SOTS and makes a violation a deceptive act or practice under the Connecticut Unfair Trade Practices Act (CUTPA) (see BACKGROUND).

These requirementsdo not apply to thefederalgovernment, thestate, a state agency, or a local government.

They also do not apply to (1) communication initiated by a consumer or (2) advertising or marketing to a person with whom the solicitor has a current or former commercial relationship.

It also prohibits any person from using a format, deadline dates, or other language that makes the document appear to be issued by the federal government, the state, a state agency, or a local government, or that appears to impose a legal duty on the person being solicited.

Solicitation Requirements Any person who solicits under the bill must do the following:

1.

include a statement in the solicitation, in the same language as the solicitation, that is identical or substantially similar to the following:

“This is an advertisement.

This offer is not being made by, or on behalf of, any government agency.

You are not required to make any payment or take any other action in response to this offer”;

2.

if the solicitation is in writing, the above statement must be in at least 24-point type and located at the top of the physical document or the beginning of the electronic communication;

3.

include, in the case of mailed solicitation, the words “THIS IS NOT A GOVERNMENT DOCUMENT” in 24-point type and all capital letters on the envelope, outside cover, or wrapper in which it is mailed;

and 4.

include in the solicitation (a) information on where the person can file a document directly with SOTS or retrieve a copy or certified copy of a certificate or public record and (b) the name of sSB294 / File No.

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615 the person making the solicitation and their physical address, which may not be a post office box.

§§ 8 & 9 — ADMINISTRATIVE DISSOLUTION OF CORPORATIONS The law allows the secretary to administratively dissolve a corporation under certain circumstances, such as when the corporation defaults on filing its required annual report.

Under existing law, when a business corporation or non-stock corporation is more than one year in default of filing its annual report, the secretary may notify the corporation of the pending dissolution by sending an email to the email address last shown on the secretary’s records.Thebillmakesanexceptionfor domesticcorporationsthathave not yet filed an annual report or do not have an email address on record, in which case the notice may be sent by first class mail to any one of the incorporators listed on the certificate of incorporation.

§§ 10 & 11 — APOSTILLES AND AUTHENTICATIONS Issuance of Apostilles and Authentications (§ 11) The bill allows SOTS to issue an apostille or authentication, as applicable, in paper or electronic format,unless otherwise prohibited by the Hague Convention or federal law.

Under the bill, an “apostille” is a certificate that authenticates the signature, official position, and seal of an attesting officer under Connecticut laws, as specified by the Hague Convention of 5 October Abolishing the Requirement of Legalisation for Foreign Public Documents when a record is to be sent to a country that is a signatory to the Hague Convention.

“Authentication” is a certificate that authenticates the signature, official position, and seal of an attesting officer under Connecticut laws when a record is to be sent to a country that is not a signatory to the Hague Convention.

“Hague Convention”meanstheHagueConventionof5October 1961 Abolishing the Requirement of Legalisation for Foreign Public sSB294 / File No.

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615 Documents to which the United States of America is a contracting authority, and SOTS is a designated competent authority.

Electronic Format.

Under the bill, an apostille or authentication issued by the secretary in an electronic format has the same force and effect as an apostille or authentication issued on paper.

Correspondingly,thefeefortheelectronicformatisthesameasinpaper (see below).

Regulations.

The bill authorizes the secretary to adopt regulations, specifying the processes and procedures applicable to apostilles and authentications in keeping with her authority under the bill and as a competent authority under the Hague Convention.

SOTS Fees (§ 10) The lawspecifiesthe feesthat SOTS mustreceive for filing, recording, or furnishing copies of certain documenters.

Under current law, the secretary must receive $40 for certifying the incumbency of a probate court judge, notary public, or other official.

Under the bill, $40 is the per document fee for authenticating the incumbency of these officials or issuing an apostille as specified by the Hague Convention.

When the apostille or authentication is in connection with an adoption of a child, the bill requires the fee to be $15, asisthecase under current lawwhencertifying anofficial’sincumbency in connection to an adoption.

§§ 12 & 13 — NOTARIES Regulations for Actions SOTS May Take on a Notary’s Commission (§ 12) The law authorizes the Secretary to deliver a written, official warning and reprimand to a notary, or revoke or suspend a notary’s appointment, because of (1) the notary’s official misconduct, (2) any ground for which an application for appointment as a notary may be denied, or (3) a violation of the law by the notary.

The bill authorizes the secretary to adopt regulations specifying the sSB294 / File No.

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615 processes and procedures the Secretary uses to determine whether to warn, reprimand, suspend, or revoke a notary’s commission.

Maximum Fees (§ 13) The bill increases, from $5 to $10, the maximum fee a notary public may charge for performing notarial acts.

It also ties the additional amount that notaries may charge for mileage to the IRS business standard mileage rate (72.5 cents for 2026), instead of the current 35 cents per mile rate.

BACKGROUND Connecticut Unfair Trade Practices Act (CUTPA) The law prohibits businesses from engaging in unfair and deceptive acts or practices.

CUTPA allows the consumer protection commissioner to issue regulations defining what constitutes an unfair trade practice, investigate complaints, issue cease and desist orders, order restitution in cases involving less than $10,000, enter into consent agreements, ask the attorney general to seek injunctive relief, and accept voluntary statements of compliance.

It also allows individuals to sue.

Courts may issue restraining orders;

award actual and punitive damages, costs, and reasonable attorney’s fees;

and impose civil penalties of up to $5,000 for willful violations and $25,000 for violation of a restraining order.

Related Bill sSB 461 (File 568), reported favorably by the Government Administration and Elections Committee, provides for dissolving a corporation or revoking its authority to do business in this state if it makes campaign finance expenditures outside of a political committee it established.

COMMITTEE ACTION Judiciary Committee Joint Favorable Substitute Yea 41 Nay 0 (03/30/2026) sSB294 / File No.

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