SB 428 — AN ACT CONCERNING BUSINESS REGISTRATIONS FILED WITH THE SECRETARY OF THE STATE.

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428 of section 34-275e;

(5) The name and address of the agent in this state for service of process on the foreign limited liability company required to be sSB428maintained /by Filesection No.34-243n and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;

533 7 sSB428 File No.

533 maintained by section 34-243n and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;

(b) When delivering to the Secretary of theState a foreign registration certificate that is completed in accordance with the provisions of subsection (a) of this section, the foreign limited liability company shall alsoPublic deliverAct aNo. certificate of existence, or a document of similar import, duly authenticated by the Secretary of the State or other official having custody of corporate records in the state or country under whose law it is formed.

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428 also deliver a certificate of existence, or a document of similar import, duly authenticated by the Secretary of the State or other official having custody of corporate records in the state or country under whose law it is formed.

if the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for sSB428service /of Fileprocess No.in this state, which the partnership will be required to maintainunder section34-408;abriefstatement ofthebusinessinwhich the partnership engages;

533 8 sSB428 File No.

533 service of process in this state, which the partnership will be required to maintainunder section34-408;abriefstatement ofthebusinessinwhich the partnership engages;

(1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conformPublic toAct theNo. requirements of section 34-406;

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428 conform to the requirements of section 34-406;

Subsection (a) of section 34-503 of the general statutes is sSB428repealedandthefollowingissubstitutedinlieuthereof(EffectiveJanuary /1, File2025): No.

533 9 sSB428 File No.

533 repealedandthefollowingissubstitutedinlieuthereof(EffectiveJanuary 1, 2025):

[and] (5)Public TheAct validNo. electronic mail address of the statutory trust;

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428 (5) The valid electronic mail address of the statutory trust;

(2) the state or other jurisdictionwhereformed,anddateofitsorganization;(3)thename and sSB428address /of Filethe No.agent in this state for service of process on the foreign statutory trust required to be maintained by section 34-532 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;

533 10 sSB428 File No.

533 address of the agent in this state for service of process on the foreign statutory trust required to be maintained by section 34-532 and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;

Section 33-953 of the general statutes is repealed and the followingPublic isAct substitutedNo. in lieu thereof (Effective January 1, 2025):

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428 following is substituted in lieu thereof (Effective January 1, 2025):

sSB428(c) /Each Fileannual No.report shall set forth:

533 11 sSB428 File No.

533 (c) Each annual report shall set forth:

(5) 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 residencePublic addressesAct ofNo. the directors and officers of the corporation;

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428 residence addresses of the directors and officers of the corporation;

(e) If any information required in the annual report, except for the corporation's name, changes after the corporation has filed its most current annual report and not later than thirty days preceding the month during which the corporation's next annual report becomes due, sSB428the /corporation Fileshall No.file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (c) of this section.

533 12 sSB428 File No.

533 the corporation shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (c) of this section.

(a) Each domestic corporation, except banks, trust companies, insurancePublic orAct suretyNo. 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.

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428 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.

(2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office sSB428of /the Fileforeign No.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;

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533 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;

(4) the name and address of the registered agent;Public Act No.

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428 agent;

The filing fee for an amended annual report is twenty- sSB428five /dollars. File No.

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533 five dollars.

Section 34-247k of the general statutes is repealed and the followingPublic isAct substitutedNo. in lieu thereof (Effective January 1, 2025):

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428 following is substituted in lieu thereof (Effective January 1, 2025):

[, that the Secretary deems pertinent for determining the principal purpose of the limited sSB428Public /Act File No.

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533428 liability company.] (b) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.

(c) The first annual report must be filed with the Secretary of thetheState State after January first and before April first of the year following the calendar year in which the limited liability company was formed or the registered foreign limited liability company registered to do business in this state.

(f) If the manager or member named in a limited liability company's or a registered 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 limited liability companyPublic hasAct 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 sSB428 / File No.

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533428 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:

Upon request of a registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the registered limited liabilityPublic partnershipAct doesNo. not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

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428 liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

(2) the registered limited liability sSB428partnership's /current Fileprincipal No.office address;

533 17 sSB428 File No.

533 partnership's current principal office address;

Sec.Public Act No.

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428 Sec.

Upon request of a foreign registered limited sSB428liability /partnership, Filethe No.Secretary of the State may grant an exemption from the requirement to file an annual report 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 other good cause is shown.

533 18 sSB428 File No.

533 liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report 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 other good cause is shown.

The Secretary of the State shall deliver to each foreign registered limitedPublic liabilityAct partnershipNo. at its principal office or electronic mail address, as shown on the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign registered limited liability partnership of the requirement of filing the report as provided in this section.

(d)24-111 If20 anyof information53 requiredSubstitute inSenate theBill annual report, except for the foreign registered limited liability partnership's name, changes after the foreign registered limited liability partnership has filed its most current annualreport andnot later thanthirty dayspreceding themonthduring which the limited liability partnership's next annual report becomes sSB428 / File No.

533428 19limited sSB428liability Filepartnership No.at its principal office or electronic mail address, as shown on the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign registered limited liability partnership of the requirement of filing the report as provided in this section.

533(d) If any information required in the annual report, except for the foreign registered limited liability partnership's name, changes after the foreign registered limited liability partnership has filed its most current annualreport andnot later thanthirty dayspreceding themonthduring which the limited liability partnership's next annual report becomes due, the foreign registered limited liability partnership shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (b) of this section.

(d)Intheperformanceoftheirfunctions,the(d)Intheperformanceoftheirfunctions,the[CommercialRecording] [CommercialRecording] Business Services Division and the [Records and Legislative Services] Legislation and Elections Administration Division of the office of the Secretary of the State may, in the discretion of the Secretary, provide expedited services.

The Secretary may promulgate rules and regulations necessary to establish guidelines for the use of expedited services and shall establish fees, in addition to the expediting fee, for expedited electronic data processing servicesPublic whichAct coverNo. the cost of such services.

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428 services which cover the cost of such services.

(2) The Secretary may require the Internet submission of any filing to sSB428the /Business FileServices No.Division under titles 33, 34 and 42a, except the Secretary may permit the paper filing of such documents and data if the filer establishes to the satisfaction of the Secretary that Internet submission is impracticable.

533 20 sSB428 File No.

533 the Business Services Division under titles 33, 34 and 42a, provided the Secretary may permit paper filing of such documents and data if the Secretary determines that Internet submission is impracticable.

Such portal shall provide explanatory information and electronic links provided by state agencies and quasi-public agencies, including, but not limited to, the Labor Department, the Workers' Compensation Commission, the Departments of Economic and Community Development, Administrative Services, Consumer Protection, Energy and Environmental Protection and Revenue Services, Connecticut Innovations, Incorporated, Connecticut Licensing Info Center, The UnitedPublic StatesAct SmallNo. Business Administration, the Connecticut Small Business Development Center, the Connecticut Economic Resource Center and the Connecticut Center for Advanced Technology, for the purposes of assisting such business entities in determining permitting and licensure requirements, identifying state revenue responsibilities and benefits, and finding available state financial incentives and programs related to such entities' businesses.

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428 United States Small Business Administration, the Connecticut Small Business Development Center, the Connecticut Economic Resource Center and the Connecticut Center for Advanced Technology, for the purposes of assisting such business entities in determining permitting and licensure requirements, identifying state revenue responsibilities and benefits, and finding available state financial incentives and programs related to such entities' businesses.

sSB428(b) /Whenever Fileany No.corporation is more than one year in default of filing its annual report as required by section33-953, as amended by this act, the Secretary of the State may notify such corporation by [first class] electronicmailaddressed to suchcorporation [at itsprincipaloffice] and sent to the corporation's 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.

533 21 sSB428 File No.

533 (b) Whenever any corporation is more than one year in default of filing its annual report as required by section33-953, as amended by this act, the Secretary of the State may notify such corporation by [first class] electronicmailaddressedto suchcorporation [at itsprincipaloffice] and sent to the corporation's 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.

(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 addressPublic shownAct inNo. the records of his office, the Secretary of the State may notify such corporation by [registered or certified] electronic mail addressed [to such corporation at its principal office] and sent to such corporation at its electronic mail address as last shown on [his] the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved.

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428 address shown in the records of his office, the Secretary of the State may notify such corporation by [registered or certified] electronic mail addressed [to such corporation at its principal office] and sent to such corporation at its electronic mail address as last shown on [his] the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved.

and (2) cause notice of the filing of such certificate of sSB428administrative /dissolution Fileto No.be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.

533 22 sSB428 File No.

533 administrative dissolution to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.

(b) Whenever any corporation is more than two years in default of filing its annual report as required by section 33-1243, as amended by this act, the Secretary of the State may notify such corporation by [first class]Public electronicAct mailNo. addressed to such corporation [at its principal office] and sent to the corporation's 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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428 class] electronic mail addressed to such corporation [at its principal office] and sent to the corporation's 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.

Unless the corporation within three months of the mailing of such notice files an appointment of registered agent, theSecretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason sSB428of /its Filedefault. No.

533 23 sSB428 File No.

533 of its default.

(1) [Mail] Send a copy thereof to the delinquent corporation, addressed to such corporation at its [principal office] electronic mail address as last shown on [his] the Secretary's records, and (2) cause notice of the filing of such certificate of administrative dissolution to be posted on the office of the Secretary of thePublic State'sAct InternetNo. web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.

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428 the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.

(c) Whenever it comes to the attention of the Secretary of the State that a limited partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such limited partnership sSB428by /[registered Fileor No.certified] electronic mail addressed and sent to such limited partnership at its electronic mail address as last shown on [his] the Secretary's records that under the provisions of this section the limited partnership's rights and powers are prima facie forfeited.

533Unless 24the sSB428limited Filepartnership within three months of the [mailing] sending of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of cancellation by forfeiture stating that the delinquent limited Public Act No.

53324-111 by26 [registered or certified] electronic mail addressed and sent to such limited partnership at its electronic mail address as last shown on [his] the Secretary's records that under the provisions of this53 sectionSubstitute theSenate limitedBill partnership'sNo. rights and powers are prima facie forfeited.

Unless428 the limited partnership within three months of the [mailing] sending of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of cancellation by forfeiture stating that the delinquent limited partnership's certificate has been cancelled by forfeiture by reason of its default.

(b) Whenever it comes to the attention of the Secretary of the State that a limited liability company is more than one year in default of filing its annual report as required by section 34-247k, as amended by this act, the Secretary of the State may notify such limited liability company by [first class] electronic mail addressed to such limited liability company [at its principal office] and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's sSB428rights /and Filepowers No.are prima facie forfeited.

533Unless 25the sSB428limited Fileliability company, within three months of the [mailing] sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by Public Act No.

53324-111 rights27 andof powers53 areSubstitute primaSenate facieBill forfeited.No.

Unless428 the limited liability company, within three months of the [mailing] sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default.

(f) A limited liability company that is dissolved by forfeiture continues in existence as an entity but may not carry on any activities sSB428except /as Filenecessary to wind up its activities and affairs and liquidate its assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or Public Act No.

53324-111 2628 sSB428of File53 Substitute Senate Bill No.

533428 except as necessary to wind up its activities and affairs and liquidate its assets under sections 34-267a, 34-267c, 34-267d, 34-267e and 34-267f, or to apply for reinstatement under section 34-267b.

(b)Wheneveranyregisteredlimitedliabilitypartnershipismorethan one year in default of filing its annual report, the Secretary of the State may notify such registered limited liability partnership by [first class] electronicmailaddressedtoelectronicmailaddressed to suchregisteredlimitedliability partnership [at its principal office] and sent to the limited liability partnership's electronic mail address as last shown in the records of said Secretary that under the provisions of this section the registered limited liability partnership's status as a registered limited liability partnership is to be revoked by reason of its default.

Revocation of the status of a registered limited liability partnership shall not affect the status of such partnership or the liability ofthepartnersthereofwithregardtoevents,actsoromissionsoccurring priorPublic toAct theNo. date of revocation.

sSB42824-111 /29 Fileof 53 Substitute Senate Bill No.

533428 27prior sSB428to Filethe No.date of revocation.

533 (c) Whenever it comes to the attention of the Secretary of the State that a registered limited liability partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such registered limited liability partnership by [registered or certified] electronicmailaddressedtoelectronicmailaddressed to suchregisteredlimitedliability partnership [at its principal office] and sent to such registered limited liability partnership's electronic mail address as last shown on [his] the Secretary's records that under the provisions of this section the registered limited liability partnership's rights and powers are in default.

(e) After filing the certificate of revocation, the Secretary of the State shall:(1)[Mail]Sendashall:(1)[Mail]Send a certifiedcopy thereofto thedelinquentregistered limited liability partnership addressed to such registered limited liability partnership at its [principal office] electronic mail address as last shown on [his] the Secretary's records;

and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the SecretaryPublic ofAct theNo. State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.

sSB42824-111 /30 Fileof 53 Substitute Senate Bill No.

533428 28Secretary sSB428of Filethe No.State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.

533 Sec.

(a) If the Secretary of the State determines that one or more grounds exist under section33-935forsection33-935 for revocationofacertificate ofauthority, [he] the Secretary shall notify the foreign corporation by [registered or certified] electronic mail addressed to such foreign corporation [at its principal office] and sent to the electronic mail address as last shown on [his] the Secretary's records that under the provisions of this section the foreign corporation's certificate of authority is to be revoked.

(d)Public TheAct SecretaryNo. of the State's revocation of a foreign corporation's certificate of authority appoints the Secretary of the State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state.

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428 (d) The Secretary of the State's revocation of a foreign corporation's certificate of authority appoints the Secretary of the State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state.

sSB428(e) /Revocation Fileof No.a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

533 29 sSB428 File No.

533 (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

and (2) cause notice ofthefiling to bepostedontheoffice oftheSecretary oftheState's InternetPublic webAct siteNo. for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.

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428 Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.

(d) The Secretary of the State's revocation of a foreign corporation's certificate of authority appoints the Secretary of the State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was sSB428authorized /to Fileconduct No.affairs in this state.

533 30 sSB428 File No.

533 authorized to conduct affairs in this state.

(b) On the happening of the events set out in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give notPublic lessAct thanNo. twenty days' written notice to the foreign limited partnership that he intends to revoke the certificate of registration of such foreign limited partnership for one of said causes, specifying the same.

24-111 33 of 53 Substitute Senate Bill No.

428 not less than twenty days' written notice to the foreign limited partnership that he intends to revoke the certificate of registration of such foreign limited partnership for one of said causes, specifying the same.

Otherwise, on the expiration of the time stated in the notice, [he] the Secretary shall revoke the certificate of sSB428registration /of Filesuch No.foreign limited partnership to transact business in this state.

533 31 sSB428 File No.

533 registration of such foreign limited partnership to transact business in this state.

Section 34-275g of the general statutes is repealed and the followingPublic isAct substitutedNo. in lieu thereof (Effective January 1, 2025):

24-111 34 of 53 Substitute Senate Bill No.

428 following is substituted in lieu thereof (Effective January 1, 2025):

(b) On the happening of an event set forth in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days' written notice to the foreign limited liability sSB428company /that Filethe No.Secretary intends to revoke the foreign registration certificate of such foreign limited liability company for one of said causes, specifying the same.

533 32 sSB428 File No.

533 company that the Secretary intends to revoke the foreign registration certificate of such foreign limited liability company for one of said causes, specifying the same.

(c) Upon revoking the foreign registration certificate of any foreign limited liability company, the Secretary of the State shall file a certificate ofPublic revocationAct inNo. his office and shall:

24-111 35 of 53 Substitute Senate Bill No.

428 of revocation in his office and shall:

(a) The certificate of authority of a foreign registered limited liability partnership to transact business in this state may be revoked by the sSB428Secretary /oftheState Fileupontheconditionsprovidedinthissectionwhen: No.

533 33 sSB428 File No.

533 Secretary oftheState upontheconditionsprovidedinthissectionwhen:

or (2) a wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign registered limited liability partnership pursuant to sections 34- 300 to 34-434, inclusive.

(2) Upon determining to revoke the certificate of authority of a foreign registered limited liability partnership the Secretary of the State shall give not less than thirty days' written notice to the foreign registered limited liability partnership that saidPublic SecretaryAct intendsNo. to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same.

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428 said Secretary intends to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same.

and (2) cause notice of the filing of such certificate of revocation to be posted on the office of sSB428the /Secretary Fileof No.the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.

533 34 sSB428 File No.

533 the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.

Revocation of the authorityPublic ofAct aNo. foreign registered limited liability partnership to transact business in this state shall not affect the status of said partnership in this state under subsection (4) of section 34-400, or the validity of the acts of said partnership occurring prior to the effective date of revocation.

24-111 37 of 53 Substitute Senate Bill No.

428 authority of a foreign registered limited liability partnership to transact business in this state shall not affect the status of said partnership in this state under subsection (4) of section 34-400, or the validity of the acts of said partnership occurring prior to the effective date of revocation.

(2) For the purposes of this section, "business organization" means any corporation, limited partnership, limited liability partnership or sSB428limited /liability Filecompany No.on record with the Secretary of the State.

533 35 sSB428 File No.

533 limited liability company on record with the Secretary of the State.

(c)Public AnAct applicationNo. for a trade name certificate shall be executed by each natural person filing such application or, in the case of a business organization,by anauthorizedofficerofsuchbusinessorganizationand acknowledged before an authority qualified to administer oaths.

24-111 38 of 53 Substitute Senate Bill No.

428 (c) An application for a trade name certificate shall be executed by each natural person filing such application or, in the case of a business organization,by anauthorizedofficerofsuchbusinessorganizationand acknowledged before an authority qualified to administer oaths.

The sSB428filing /fee Filefor No.a trade name renewal shall be in accordance with section 7- 34a of the general statutes, as amended by this act.

533(b) 36Any sSB428information Filecontained on an original application for a trade name certificate or a renewal application may be amended by the filer at any time prior to the expiration of the trade name certificate and the fee for such amendment shall be in accordance with section 7-34a of the Public Act No.

53324-111 filing39 fee for a trade name renewal shall be in accordance with section 7- 34a of the53 generalSubstitute statutes,Senate asBill amendedNo. by this act.

(b)428 Any information contained on an original application for a trade name certificate or a renewal application may be amended by the filer at any time prior to the expiration of the trade name certificate and the fee for such amendment shall be in accordance with section 7-34a of the general statutes, as amended by this act.

The provisions of sections 34 to 36, inclusive, of this act shall not prevent the lawful use of a partnership name or designation, if such partnership name or designation includes sSB428the /true Filesurname No.of at least one of the individuals composing such partnership.

533(b) 37A sSB428trade Filename certificate shall not be required for any domestic or Public Act No.

53324-111 the40 true surname of at53 leastSubstitute oneSenate ofBill theNo. individuals composing such partnership.

(b)428 A trade name certificate shall not be required for any domestic or foreign limited partnership, limited liability partnership, limited liability company, corporation or statutory trust registered with the Secretary of the State pursuant to title 33 or 34 of the general statutes, as applicable, provided such entity transacts business under the name stated initsformationorregistrationdocument, asapplicable,filed with the Secretary of the State.

sSB428Public /Act File No.

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533428 (b) The provisions of this section shall not apply to the use of (1) any trademark or service mark registered under the laws of this state or under federal law, (2) any name that, when applied to the goods or services of such person's business, is merely descriptive of them, or (3) any name that is merely a surname.

Sec.39.Subdivision(1)ofsubsection(a)ofsection7-34aofthegeneralSec.39.Subdivision(1) ofsubsection(a)ofsection7-34aofthegeneral statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2025):

Town clerks shall receive, for recording any document with respect to which certain data must be submitted by each town clerk to theSecretaryoftheOfficeofPolicyandManagementinaccordancewith section10-261b,twodollarsinadditiontotheregularrecordingfee.Any person who offers any written document for recording in the office of any town clerk, which document fails to have legibly typed, printed or stamped directly beneath the signatures the names of the persons who executedPublic suchAct document, the names of any witnesses thereto and the name of the officer before whom the same was acknowledged, shall pay sSB428 / File No.

53324-111 3942 sSB428of File53 Substitute Senate Bill No.

533428 executed such document, the names of any witnesses thereto and the name of the officer before whom the same was acknowledged, shall pay one dollar in addition to the regular recording fee.

A foreign corporation is further liable to this state,Public forAct each month or part thereof during which it transacted business without a certificate of authority, in an amount equal to three hundred dollars, except that a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly sSB428 / File No.

53324-111 4043 sSB428of File53 Substitute Senate Bill No.

533428 state, for each month or part thereof during which it transacted business without a certificate of authority, in an amount equal to three hundred dollars, except that a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty.

(d) A foreign corporation is liable to this state, for the years or parts thereof during which it conducted affairs in this state without a certificate ofauthority,inanofauthority,inanamount amount equalto (1)allfeesandtaxeswhich would have been imposed by law upon such corporation had it duly applied for and received such certificate of authority to conduct affairs in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes.

The Attorney General shall bring such action as he may deemPublic necessaryAct toNo. recover any amounts due the state under the provisions of this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from conducting affairs in this state until such time as such fees and penalties have been paid.

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428 deem necessary to recover any amounts due the state under the provisions of this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from conducting affairs in this state until such time as such fees and penalties have been paid.

sSB428Sec. / File No.

533 41 sSB428 File No.

533 Sec.

(NEW) (Effective from passage) The Secretary of the State has thePublic powerAct reasonablyNo. necessary to perform the duties required of the Secretary by sections 34-243 to 34-299, inclusive, of the general statutes.

24-111 45 of 53 Substitute Senate Bill No.

428 the power reasonably necessary to perform the duties required of the Secretary by sections 34-243 to 34-299, inclusive, of the general statutes.

Such interrogatories shall be answered within thirty days after the sSB428mailing /thereof, Fileor No.within such additional time as shall be fixed by the Secretary of the State, and the answers theretoshall be full and complete and shall be made in writing and under oath.

533 42 sSB428 File No.

533 mailing thereof, or within such additional time as shall be fixed by the Secretary of the State, and the answers theretoshall be full and complete and shall be made in writing and under oath.

Sec.Public Act No.

24-111 46 of 53 Substitute Senate Bill No.

428 Sec.

A foreign registered limited liability partnership is further liable to this state, for sSB428each /month Fileor No.part thereof during which it transacted business in this state without filing a certificate of authority under section 34-429, as amended by this act, in an amount equal to three hundred dollars, except that a foreign registered limited liability partnership which has filed a certificate of authority with the Secretary of the State not later than ninety days after it has commenced transacting business in this stateshallnotbeliableforsuchmonthlypenalty.Suchfeesandpenalties may be levied by the Secretary of the State.

533 43 sSB428 File No.

533 each month or part thereof during which it transacted business in this state without filing a certificate of authority under section 34-429, as amended by this act, in an amount equal to three hundred dollars, except that a foreign registered limited liability partnership which has filed a certificate of authority with the Secretary of the State not later than ninety days after it has commenced transacting business in this stateshallnotbeliableforsuchmonthlypenalty.Suchfeesandpenalties may be levied by the Secretary of the State.

(d)Public AAct foreignNo. statutory trust which transacts business in this state without a valid certificate of registration shall be liable to this state, for eachyearor partthereofduring whichit transactedbusinessinthis state without such certificate, in an amount equal to:

24-111 47 of 53 Substitute Senate Bill No.

428 (d) A foreign statutory trust which transacts business in this state without a valid certificate of registration shall be liable to this state, for eachyearor partthereofduring whichit transactedbusinessinthis state without such certificate, in an amount equal to:

The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this sSB428subsection /not Filelater No.than three years after the date of the levy assessed by the Secretary of the State.

533 44 sSB428 File No.

533 subsection not later than three years after the date of the levy assessed by the Secretary of the State.

Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of the State, and the answers thereto shall be full and complete and shall be made in writing andPublic underAct oath.No.

24-111 48 of 53 Substitute Senate Bill No.

428 and under oath.

sSB428(1) /"Connecticut FileBusiness No.Registry" means the data and filing history of all businesses that form or register with the Secretary of the State under titles 33 and 34 of the general statutes and made available to the public on the state's centralized business Internet web site.

533(2) 45"Verify" sSB428means Fileto No.confirm the veracity of data submitted and accepted by the Secretary.

533(3) (1)"Registered "Connecticutbusiness Businessentity" Registry" means theany datacorporation, andlimited filingliability historycompany, oflimited allliability businessespartnership, thatlimited formpartnership, orstatutory registertrust withor theany Secretaryother ofbusiness theentity State under titles 33 and 34 of the general statutes and made available to the public on the state'sConnecticut centralizedBusiness businessRegistry. Internet web site.

(2)(b) "Validate"The meansSecretary tomay preventverify the submission of data thatsubmitted cannotto be authenticated by the Secretary,Connecticut includingPublic rejectionAct ofNo. the filing containing such data.

(3)24-111 "Verify"49 means to confirm the veracity of data53 submittedSubstitute andSenate acceptedBill byNo. the Secretary.

(4)428 "RegisteredBusiness businessRegistry entity"and meansconfirm anythat corporation,such limitedinformation liabilityhas company,been limitedtransmitted liabilitywith partnership,the limitedauthorization partnership,of statutorythe trustregistered or any other business entity onfor thewhich Connecticutit Businessis Registry.filed.

(b)When Theverifying Secretarysuch maydata, validate and verify the dataSecretary submittedmay toprevent the Connecticutsubmission Businessof Registrydata andthat confirmcannot thatbe suchauthenticated informationand hasreject beentransmittedthe withtheauthorizationoftheregisteredbusinessentityfiling forof whichdata itthat iscannot filed.be authenticated.

If the Secretary finds that any data submitted cannot be verified, the Secretary may,may onadministratively thedissolve, Secretary'sforfeit, ownrevoke initiative,or investigatecancel and refer the matterregistered tobusiness theentity Attorney General in accordance with the applicable provisions of thistitles section.33 and 34 of the general statutes.

(1) ValidateAuthenticate the identity of the person submitting a filing to the Secretary;

(2) ValidateAuthenticate any and all electronic mail addresses and cellular telephone numbers provided in connection with a filing on the Connecticut Business Registry, including the electronic mail address and cellular telephone number used by the person submitting the filing and the electronic mail address of record for the business;

(3) Require proofthat the registered business entity has authorization sSB428to /use Filethe No.address provided to the Secretary as the principal business address.

533 46 sSB428 File No.

533 to use the address provided to the Secretary as the principal business address.

Sec.Public Act No.

24-111 50 of 53 Substitute Senate Bill No.

428 Sec.

For the purposes of this subdivision, "usual place of business" means a place in sSB428this /state Filethat No.is customarily open during normal business hours where a person who is authorized to perform the services of a registered agent, including acceptance of service of process and other notifications for the entity for which the registered agent is serving as registered agent, is commonly present.

533 47 sSB428 File No.

533 this state that is customarily open during normal business hours where a person who is authorized to perform the services of a registered agent, including acceptance of service of process and other notifications for the entity for which the registered agent is serving as registered agent, is commonly present.

(NEW) (Effective October 1, 2024) (a) The following actions are prohibited with respect to any data, document or record submitted to the Secretary of the State on behalf of a business entity under title 33 or 34Public ofAct theNo. general statutes:

24-111 51 of 53 Substitute Senate Bill No.

428 of the general statutes:

(b) An intentional violation of this section in connection with a filing with the Secretary of the State shall constituteperjury under section53a- sSB428of /the Filegeneral No.statutes and shall be a class D felony.

533 48 sSB428 File No.

533 156 of the general statutes and shall be a class D felony.

(a) A registered foreign limited liability company shall deliver to the Secretary of the State for filing an amendment to its foreign registration certificatePublic ifAct thereNo. is a change in:

24-111 52 of 53 Substitute Senate Bill No.

428 certificate if there is a change in:

[, as required by and pursuant to section 35-1.] sSB428Sec. / File No.

533 49 sSB428 File No.

533 Sec.

(Effective January 1, 2025) ThisApproved actJune shall4, take2024 effectPublic asAct followsNo. and shall amend the following sections:

Section24-111 153 Januaryof 1,53 2025 33-636(a) Sec.

2 January 1, 2025 33-922(a) Sec.

3 January 1, 2025 33-1026(a) Sec.

4 January 1, 2025 33-1212(a) Sec.

5 January 1, 2025 34-10(a) Sec.

6 January 1, 2025 34-13e(b) Sec.

7 January 1, 2025 34-38g Sec.

8 January 1, 2025 34-38j Sec.

9 January 1, 2025 34-38k Sec.

10 January 1, 2025 34-38s(b) Sec.

11 January 1, 2025 34-247(b) Sec.

12 January 1, 2025 34-275b Sec.

13 January 1, 2025 34-419(a) Sec.

14 January 1, 2025 34-429 Sec.

15 January 1, 2025 34-503(a) Sec.

16 January 1, 2025 34-531 Sec.

17 January 1, 2025 33-953 Sec.

18 January 1, 2025 33-1243 Sec.

19 January 1, 2025 34-247k January 1, 2025 Sec.

20 34-420 Sec.

21 January 1, 2025 34-431 Sec.

22 January 1, 2025 3-99a(d) and (e) Sec.

23 January 1, 2025 3-99d(a) Sec.

24 January 1, 2025 33-890 Sec.

25 January 1, 2025 33-1181 Sec.

26 January 1, 2025 34-32b January 1, 2025 Sec.

27 34-267g Sec.

28 January 1, 2025 34-422 Sec.

29 January 1, 2025 33-936 Sec.

30 January 1, 2025 33-1226 Sec.

31 January 1, 2025 34-38u Sec.

32 January 1, 2025 34-275g Sec.

33 January 1, 2025 34-433 January 1, 2025 Sec.

34 New section Sec.

35 January 1, 2025 New section sSB428 / File No.

533 50 sSB428 File No.

533 Sec.

36 January 1, 2025 New section Sec.

37 January 1, 2025 New section Sec.

38 January 1, 2025 New section Sec.

39 January 1, 2025 7-34a(a)(1) from passage Sec.

40 33-921(d) Sec.

41 from passage 33-1211(d) Sec.

42 from passage 34-275a(g) Sec.

43 from passage New section Sec.

44 from passage New section Sec.

45 from passage 34-430(c) Sec.

46 from passage New section from passage Sec.

47 34-539(d) Sec.

48 from passage New section Sec.

49 from passage New section Sec.

50 from passage New section Sec.

51 January 1, 2025 New section Sec.

52 October 1, 2024 New section Sec.

53 January 1, 2025 34-275c Sec.

54 January 1, 2025 14-12(f)(2) Sec.

55 January 1, 2025 16a-22k(c) Sec.

56 January 1, 2025 Repealer section Statement of Legislative Commissioners:

In Section 12(b), the provisions were redrafted for clarity;

in Section 34(a), "assumed name" was changed to "assumed or fictitious name" for consistency with the provisions of Section 38;

and in Sections 51 and 52, references to "individual" were changed to "person" for internal consistency.

JUD Joint Favorable Subst.

sSB428 / File No.

533 51 sSB428 File No.

533 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:

Agency Affected Fund-Effect FY 25 $ FY 26 $ Secretary of the State GF - Potential Minimal Minimal Revenue Gain Secretary of the State GF - Cost Approximately None 200,000 Attorney General GF - Potential Significant Significant Cost Judicial Dept.

(Probation);

GF - Potential Minimal Minimal Correction, Dept.

Cost Resources of the General Fund GF - Potential Minimal Minimal Revenue Gain Note:

GF=General Fund Municipal Impact:

Municipalities Effect FY 25 $ FY 26 $ All Municipalities Revenue Potential Potential Gain Explanation The bill makes various changes in laws that govern certain business entities and results in the costs and revenue gains outlined below.

Sections 17-21, requires companies to file an amendment under certain conditions and imposes a $25 fee for doing so, resulting in potential revenue to the Secretary of the State (SOTS).

The exact revenue gain will depend on the number of amended filings created by the bill.

Section 36, requires SOTS to develop an electronic system for filing and searching for trade name certificates.

This has a cost of sSB428 / File No.

533 52 sSB428 File No.

533 approximately $200,000 to develop and implement.

SOTS expects to be able to provide the training necessary for municipalities to utilize the new system within existing resources.

Section 39 results in a potential revenue gain to municipalities beginning in FY 25 associated with a $20 fee collected by town clerks for recording trade name renewals, amendments, and cancellation fees.

Any revenue gain will depend on the number of filings.

Sections 41-43 46 and 47, create a requirement for the Office of the Attorney General to take certain enforcement actions within a designated timeline and results in a potential cost.

The cost associated depends on the additional staffing and resources required to meet the provisions of the bill.

Section44empowerstheSOTStoissueinterrogatoriesto LLCsunder the Connecticut Uniform Limited Liability Company Act or a statutory trust operating under the Connecticut Trust Act and any of the trustees and results in potential revenue to the Resources of the General Fund.

The bill requires compliance in response to interrogatories and imposes a penalty of $500 for any member, manager, trust, or trustees who fail to respond in a manner that is timely, truthful, and complete.

The exact revenue created and will depend on the number of violations and penalties imposed.

Section 52 expands an existing class D felony for perjury, which results in a potential cost to the Department of Correction and the Judicial Department for incarceration or probation and a potential revenue gain to the General Fund from fines.

On average, the marginal cost to the state for incarcerating an offender for the year is $3,300 while the average marginal cost for supervision in the community is less than Inmate marginal cost is based on increased consumables (e.g., food, clothing, water, sewage, living supplies, etc.) This does not include a change in staffing costs or utility expenses because these would only be realized if a unit or facility opened.

sSB428 / File No.

533 53 sSB428 File No.

533 $800 each year for adults.

The Out Years The annualized ongoing fiscal impact identified above would continue into the future subject to inflation, the number of violations, and applications completed.

2Probation marginal cost is based on services provided by private providers and only includes costs that increase with each additional participant.

This does not include a cost for additional supervision by a probation officer unless a new offense is anticipated to result in enough additional offenders to require additional probation officers.

sSB428 / File No.

533 54 sSB428 File No.

533 OLR Bill Analysis sSB 428 AN ACT CONCERNING BUSINESS REGISTRATIONS FILED WITH THE SECRETARY OF THE STATE.

TABLE OF CONTENTS:

SUMMARY §§ 1-7 & 10-21 — NAICS CODE AND EMAIL REQUIREMENT Expands the information certain business entities must include in their filings with SOTS to include valid email addresses and their NAICS code §§ 5 & 6 — LP’S CERTIFICATE AND ANNUAL REPORT Eliminates the need to include the latest date of dissolution in an LP’s certification;

requires the annual reports to include the general partner’s name and business address §§ 7-9 — ELIMINATION OF SWORN DOCUMENTS Eliminates the need for certain business documents be sworn to by a general partner §§ 12 & 53 — FOREIGN REGISTRATION CERTIFICATE Requires foreign LLCs to file an authenticated certificate of existence with SOTS when filing or amending their foreign registration certificate §§ 17-21 — AMENDED ANNUAL REPORTS Requires certain business entities to file an amended annual report withSOTS if certaininformationchanges,and establishes a $25 fee for doing so §§ 22 & 23 — ONLINE SUBMISSIONS OF BUSINESS FILINGS Renames SOTS’s Commercial Recording Division as the Business Services Division and the Records and Legislative Services Division as the Legislation and Elections Administration Division, and allows SOTS to require the filing of documents and data over the Internet with its Business Services Division sSB428 / File No.

533 55 sSB428 File No.

533 §§ 24-33 — SOTS EMAIL NOTIFICATIONS Makes email themodeof communication that SOTS must use to effect certain actions the secretary is authorized to take (e.g., a corporation’s dissolution) §§ 34-39 & 54-56 — TRADE NAMES Expands the trade name law to, among other things, standardize the application form and limits the validity of a trade name to five years at a time §§ 40-42, 45 & 47 — ATTORNEY GENERAL ENFORCEMENT AUTHORITY Establishes a three-year statute of limitations for the attorney general to bring enforcement action against a business entity that operated without a certificate of authority §§ 43, 46 & 48 — SOTS STATUTORY AUTHORITY Gives SOTS express authority to (a) enforce the laws governing LLCs, partnerships, LLPs, and statutory trusts;

and (b) issue interrogatories to discern compliance §§ 44 & 49 — INTERROGATORIES Establishes the requirements for the interrogatories SOTS may issue to certain business entities to determine compliance with the law, specifically regarding the entity’s answer;

penalties for untimely, untruthful, and incomplete answers;

and confidentiality §§ 50-52 — CONNECTICUT BUSINESS REGISTRY Makes changes to the Connecticut Business Registry regarding data validation, fraud prevention, requirements for registered agents, and penalties for committing prohibited actions BACKGROUND SUMMARY This bill makes various changes in laws that govern certain business entities operating in the state.

Among other things, the bill also expands the trade name law, expands the authority of the Secretary of the State (SOTS), and makes changes to the Connecticut Business Registry.

It also makes minor, technical, and conforming changes.

EFFECTIVE DATE:

January 1, 2025, unless stated otherwise below.

sSB428 / File No.

533 56 sSB428 File No.

533 §§ 1-7 & 10-21 — NAICS CODE AND EMAIL REQUIREMENT Expands the information certain business entities must include in their filings with SOTS to include valid email addresses and their NAICS code The bill requires business entities filing the documents listed in the following table to include a valid email address and their North American Industry Classification System (NAICS) code (i.e., a six-digit, hierarchical coding system that classifies economic activity into 20 industry sectors).Asthe tableindicates,current lawalreadyrequiresthe annual report filings to include a NAICS code and most other documents to include an email address if the entity has one.

The bill instead requires all of the documents to include both.

Table:

Current Requirements to Include Email Addresses and NAICS Codes in Specified Business Filings Business Filings Covered Under the Bill Current Law Email Address NAICS Code Corporation and nonstock corporation Not required Not required incorporation certificates Foreign corporation and nonstock foreign Required, if any Not required corporation applications for certificates of authority Limited Partnership (LP) certificates Required, if any Not required Foreign LP registration applications and annual Required, if any Not required reports Limited Liability Corporation (LLC) certificates of Required, if any Not required organization Foreign LLC registration certificates Required, if any Not required Limited Liability Partnership (LLP) certificates Required, if any Not required Foreign registered LLP certificates of authority Required, if any Not required Statutory trust certificates Not required Not required Foreign statutory trust registrations Not required Not required Annual reports for LPs, domestic corporations, Required, if any Required foreign corporations, nonstock domestic corporations, LLCs, registered foreign LLCs, registered LLPs, and foreign registered LLPs The bill also makes minor and conforming changes.

§§ 5 & 6 — LP’S CERTIFICATE AND ANNUAL REPORT Eliminates the need to include the latest date of dissolution in an LP’s certification;

requires the annual reports to include the general partner’s name and business address sSB428 / File No.

533 57 sSB428 File No.

533 The bill eliminates the current requirement that an LP include the latest date upon which it is to dissolve in order to get a certificate of limited partnership.

It also requires each LP’s annual report include the general partner’s name and business address.

§§ 7-9 — ELIMINATION OF SWORN DOCUMENTS Eliminates the need for certain business documents be sworn to by a general partner The bill eliminates the requirement that specified LP business filings be sworn to by a general partner.

It applies to foreign LP registration applications, amendments, and cancellations.

By law, a foreign LP must register with SOTS before transacting business in the state.

Current law requires the partnership to submit a signed copy of these documents that is signed and sworn to by a general partner.

The bill requires the signed documents, and not copies, to be filed.

§§ 12 & 53 — FOREIGN REGISTRATION CERTIFICATE Requires foreign LLCs to file an authenticated certificate of existence with SOTS when filing or amending their foreign registration certificate In registering to do business in the state, existing law requires a foreignLLCtodeliveraforeignregistration certificatetoSOTSforfiling.

When delivering this certificate to SOTS, the bill requires the foreign LLC to also deliver a certificate of existence, or a similar document, duly authenticated by SOTS or another official having custody of corporate records in the state or country where the LLC was formed.

The bill requires a registered foreign LLC to file an amendment to its foreign registration if there is change in the company’s name or the company’s governing jurisdiction.

The LLC must follow the requirements for filing the certificate for getting an amended registration.

§§ 17-21 — AMENDED ANNUAL REPORTS Requires certain business entities to file an amended annual report with SOTS if certain information changes, and establishes a $25 fee for doing so The billrequires eachcorporation(stock andnonstock,but not banks, trust companies, insurance or surety companies, savings and loan sSB428 / File No.

533 58 sSB428 File No.

533 associations, credit unions, or public service companies), foreign corporation, LLC, registered foreign LLC, registered LLP, and foreign registered LLP to file an amended annual report with SOTS if information required in the entity’s annual report (except the entity’s name)changesafter the most currentannualreport wasfiledandwithin days before the month the next annual report is due.

The amended annual report must meet the annual report requirements, including the entity’s valid email address and NAICS code.

Under the bill, the filing fee for an amended annual report is $25.

§§ 22 & 23 — ONLINE SUBMISSIONS OF BUSINESS FILINGS Renames SOTS’s Commercial Recording Division as the Business Services Division and the Records and Legislative Services Division as the Legislation and Elections Administration Division, and allows SOTS to require the filing of documents and data over the Internet with its Business Services Division The bill explicitly authorizes SOTS to accept document filings over the Internet, rather than by telecopier or other electronic media.

By law, unchanged by the bill, the secretary may establish rules, fee schedules, and regulations for document filings.

The bill specifies that these rules, fee schedules, and regulations are for filings with SOTS’s Business Services Division.

The bill also authorizes SOTS to (1) require any Business Services Division filing to be submitted online and (2) allow paper filings of documents and data if she determines online submission is impractical.

§§ 24-33 — SOTS EMAIL NOTIFICATIONS Makes email the mode of communication that SOTS must use to effect certain actions the secretary is authorized to take (e.g., a corporation’s dissolution) The bill makes email the mode of communication that SOTS must use for certain actions (e.g., notices regarding annual report filing default and failure to maintain a registered or statutory agent for service).

Under current law, these communications must be sent by regular, first- class, registered, or certified mail, as the case may be.

This applies to the notices and documents that under existing law SOTS sends to the various entities, as applicable, relating to the sSB428 / File No.

533 59 sSB428 File No.

533 administrative dissolution of corporations (stock and nonstock);

revocation of foreign corporations’ certificates of authority;

cancellation by forfeiture of LPs;

dissolution by forfeiture of LLCs;

and revocation of the certificate of registration for registered LLPs, foreign LPs, and foreign LLPs.

Under the bill, SOTS must send specific notifications and documents to the pertinent entity’s latest email address shown on the secretary’s records.

§§ 34-39 & 54-56 — TRADE NAMES Expands the trade name law to, among other things, standardize the application form and limits the validity of a trade name to five years at a time In Connecticut, a “trade name” is the term generally given to an individual doing business under an assumed name, sometimes called “doing business as” or “D/B/A” or sole proprietorship.

The bill expands the trade name law to, among other things:

1.

standardize the application form;

2.

limit a name’s validity for five years at a time;

3.

allows those issued trade names before January 1, 2025, to renew until December 31, 2029;

4.

set the fees for towns to charge;

5.

establish a renewal and cancellation process;

6.

requireSOTStocreateanelectronicsystemtoprocesstrade name certificate applications;

7.

expand the trade name exemption to additional business entities that transact business under the name stated in its formation or registration document;

and 8.

make conforming changes.

As under current law, the bill generally prohibits anyone from sSB428 / File No.

533 60 sSB428 File No.

533 transacting business in the state under any assumed or fictitious name or under any designation, name, or style, corporate or otherwise, other than the real name or names of the person or individuals transacting the business unless a trade name certificate has been issued.

It also makes conforming changes.

Application (§§ 34 & 39) The bill standardizes the trade name application by requiring it to be filed on a SOTS-prescribed form.

As under current law, the application must be made to the town clerk’s office in the town where the business is, or will be, principally transacted.

The bill also makes separate applications for a natural person and business entity and requires additional information.

Natural Persons.

An application filed by a natural person or agroup of natural persons must provide the (1) name under which the business is, or will be, transacted;

(2) business’ physical address in the town of filing;

(3) business’ valid email address;

and (4) full name and physical and valid email address of each person transacting the business.

Business Organization.

The application filed by a business organization must provide the:

1.

name under which the business is, or will be, transacted;

2.

business organization’s SOTS-provided business identification number;

3.

business organization’s name and principal business address on file with SOTS;

and 4.

business organization’s principal business address and email address.

Under the bill, a “business organization” means any corporation, LP, LLP, or LLC on record with SOTS.

As under current law, the bill requires a trade name certificate sSB428 / File No.

533 61 sSB428 File No.

533 application to be executed by each natural person filing the application or, in the case of a business organization, by an authorized officer of the business organization.

Applications must be acknowledged before an authority qualified to administer oaths.

Under the bill, the trade name application fees are $20 each.

Validity (§ 34) The bill requires town clerks to issue a trade name certificate upon accepting an application filed under this provision.

The certificate is valid for five years from the issuance date.

But, under the bill, a trade name certificate issued before January 1, 2025, expires on December 31, 2029, unless it is renewed under the bill’s provisions (see below).

These trade names may be renewed at any time before the expiration date, and the renewed trade name is valid for five years from when the town clerk accepts the renewal.

Renewal, Amendment, and Cancellation (§§ 35 & 39) The bill allows trade name certificates to be renewed between six months before the certificate expires and the expiration date.

A renewal application must be on a SOTS-prescribed form and provide the information required in the application form (see above).

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

The filer may (1) amend any information in an original application for a certificate or renewal at any time before the certificate expires and (2) cancel a certificate before the certificate expires upon filing a cancellation of the certificate with the town clerk where the original application was filed.

Under the bill, the trade name renewal, amendment, and cancellation fees are $20 each, payable to the town clerk.

Alphabetical Index and SOTS Electronic System (§ 36) As under current law, the bill requires each town clerk to keep an alphabetical index of trade names.

But the bill specifies that the town sSB428 / File No.

533 62 sSB428 File No.

533 clerks index the certificates that they issued, as well as the trade name applications filed by natural individuals and business organizations.

Current law requires SOTS to create an electronic system to collect from each town clerk the trade name information required by law.

The bill requires SOTS to create an electronic system to process applications for trade name certificates.

It requires the system to provide for statewide public searching of trade name certificate information.

Under the bill, town clerks using the system are deemed compliant with the index requirement.