General Assembly Raised Bill No. 6605
January Session, 2021 LCO No. 4479
Referred to Committee on JUDICIARY
Introduced by:
(JUD)
AN ACT CONCERNING BUSINESS REGISTRATIONS, TRADE NAMES,
THE COMMERCIAL RECORDING DIVISION WITHIN THE OFFICE OF
THE SECRETARY OF THE STATE, COMMERCIAL REGISTERED
AGENTS AND REMOTE NOTARIAL ACTS.
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
1 Section 1. Subsection (a) of section 33-636 of the general statutes is
2 repealed and the following is substituted in lieu thereof (Effective October
3 1, 2021):
4 (a) The certificate of incorporation shall set forth: (1) A corporate
5 name for the corporation that satisfies the requirements of section 33-
6 655; (2) the number of shares the corporation is authorized to issue; (3)
7 the street and mailing address of the corporation's initial registered
8 office and the name of its initial registered agent at that office; [and] (4)
9 the name and address of each incorporator; (5) the electronic mail
10 address of the corporation; and (6) the corporation's North American
11 Industry Classification System Code.
12 Sec. 2. Subsection (a) of section 33-922 of the general statutes is
13 repealed and the following is substituted in lieu thereof (Effective October
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14 1, 2021):
15 (a) A foreign corporation may apply for a certificate of authority to
16 transact business in this state by delivering an application to the
17 Secretary of the State for filing. The application shall set forth: (1) The
18 name of the foreign corporation or, if its name is unavailable for use in
19 this state, a corporate name that satisfies the requirements of section 33-
20 925; (2) the name of the state or country under whose law it is
21 incorporated; (3) its date of incorporation and period of duration; (4) the
22 street address of its principal office; (5) the address of its registered office
23 in this state and the name of its registered agent at that office; (6) the
24 electronic mail address [, if any,] of the corporation; [and] (7) the names
25 and respective business and residence addresses of the directors and
26 officers of the foreign corporation, except that if good cause is shown,
27 the Secretary of the State may accept business addresses in lieu of
28 business and residence addresses of the directors and officers of the
29 corporation; and (8) the foreign corporation's North American Industry
30 Classification System Code. For purposes of this section, a showing of
31 good cause shall include, but not be limited to, a showing that public
32 disclosure of the residence addresses of the corporation's directors and
33 officers may expose the personal security of such directors and officers
34 to significant risk.
35 Sec. 3. Subsection (a) of section 33-1026 of the general statutes is
36 repealed and the following is substituted in lieu thereof (Effective October
37 1, 2021):
38 (a) The certificate of incorporation shall set forth: (1) A corporate
39 name for the corporation that satisfies the requirements of section 33-
40 1045; (2) a statement that the corporation is nonprofit and that the
41 corporation shall not have or issue shares of stock or make distributions;
42 (3) whether the corporation is to have members and, if it is to have
43 members, the provisions which under section 33-1055 are required to be
44 set forth in the certificate of incorporation; (4) the street address of the
45 corporation's initial registered office and the name of its initial
46 registered agent at that office; (5) the name and address of each
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47 incorporator; [and] (6) the nature of the activities to be conducted or the
48 purposes to be promoted or carried out, except that it shall be sufficient
49 to state, either alone or with other activities or purposes, that the
50 purpose of the corporation is to engage in any lawful act or activity for
51 which corporations may be formed under sections 33-1000 to 33-1290,
52 inclusive, and by such statement all lawful acts and activities shall be
53 within the purposes of the corporation, except for express limitations, if
54 any; (7) the electronic mail address of the corporation; and (8) the
55 corporation's North American Industry Classification System Code.
56 Sec. 4. Section 33-1212 of the general statutes is repealed and the
57 following is substituted in lieu thereof (Effective October 1, 2021):
58 (a) A foreign corporation may apply for a certificate of authority to
59 conduct affairs in this state by delivering an application to the Secretary
60 of the State for filing. The application shall set forth: (1) The name of the
61 foreign corporation or, if its name is unavailable for use in this state, a
62 corporate name that satisfies the requirements of section 33-1215; (2) the
63 name of the state or country under whose law it is incorporated; (3) its
64 date of incorporation and period of duration; (4) the street address of its
65 principal office; (5) the address of its registered office in this state and
66 the name of its registered agent at that office; (6) the electronic mail
67 address [, if any,] of the corporation; [and] (7) the names and respective
68 business and residence addresses of the directors and officers of the
69 foreign corporation, except that if good cause is shown, the Secretary of
70 the State may accept business addresses in lieu of business and
71 residence addresses of the directors and officers of the corporation; and
72 (8) the foreign corporation's North American Industry Classification
73 System Code. For purposes of this section, a showing of good cause shall
74 include, but not be limited to, a showing that public disclosure of the
75 residence addresses of the corporation's directors and officers may
76 expose the personal security of such directors and officers to significant
77 risk.
78 (b) The foreign corporation shall deliver with the completed
79 application a certificate of existence, or a document of similar import,
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80 duly authenticated by the secretary of the state or other official having
81 custody of corporate records in the state or country under whose law it
82 is incorporated.
83 Sec. 5. Subsection (a) of section 34-10 of the general statutes is
84 repealed and the following is substituted in lieu thereof (Effective October
85 1, 2021):
86 (a) In order to form a limited partnership a certificate of limited
87 partnership must be executed as provided in section 34-10a and the
88 certificate shall set forth:
89 (1) The name of the limited partnership and the address of the office
90 required to be maintained by section 34-13b;
91 (2) The name and address of the agent for service of process required
92 to be maintained by section 34-13b;
93 (3) The name and business address of each general partner;
94 (4) The latest date upon which the limited partnership is to dissolve;
95 (5) Any other matters the partners determine to include therein; [and]
96 (6) The electronic mail address [, if any,] of the limited partnership;
97 and
98 (7) The limited partnership's North American Industry Classification
99 System Code.
100 Sec. 6. Section 34-13e of the general statutes is repealed and the
101 following is substituted in lieu thereof (Effective October 1, 2021):
102 (a) Each limited partnership shall file an annual report by electronic
103 transmission with the Secretary of the State that shall be due upon the
104 anniversary of the formation of the limited partnership. Upon request
105 of a limited partnership, the Secretary of the State may grant an
106 exemption from the requirement to file an annual report by electronic
107 transmission if the limited partnership does not have the capability to
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108 file by electronic transmission or make payment in an authorized
109 manner by electronic means or if other good cause is shown.
110 (b) Each annual report shall set forth: (1) The name of the limited
111 partnership; (2) the address of the office of the limited partnership
112 required to be maintained by section 34-13b; (3) the electronic mail
113 address [, if any,] of the limited partnership; (4) if applicable, the name
114 and address of the statutory agent; and (5) [such additional information,
115 including the] the limited partnership's North American Industry
116 Classification System Code. [, that the Secretary deems pertinent for
117 determining the principal purpose of the limited partnership.]
118 (c) Each annual report shall be executed in accordance with section
119 34-10a and be accompanied by the filing fee established in section 34-
120 38n. The Secretary of the State shall deliver to each limited partnership
121 at the address of the office required to be maintained by section 34-13b
122 or its electronic mail address, as shown by his records, notice that the
123 annual report is due, but failure to receive such notice shall not relieve
124 a limited partnership of the requirement of filing the report as provided
125 in this section.
126 (d) A limited partnership may file online a supplemental report
127 updating the information required by subsection (b) of this section,
128 provided such limited partnership has satisfied the requirements to
129 submit annual reports pursuant to this section. The filing fee for a
130 supplemental report shall be twenty dollars.
131 Sec. 7. Section 34-38g of the general statutes is repealed and the
132 following is substituted in lieu thereof (Effective October 1, 2021):
133 Before transacting business in this state, a foreign limited partnership
134 shall register with the Secretary of the State. In order to register, a
135 foreign limited partnership shall submit to the Secretary of the State [a
136 signed copy of the] an application for registration as a foreign limited
137 partnership, signed [and sworn to] by a general partner and setting
138 forth: (1) The name of the foreign limited partnership and, if different,
139 the name under which it proposes to register and transact business in
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140 the state; (2) the state and date of its formation; (3) the general character
141 of the business it proposes to transact in this state; (4) the name and
142 address of the agent in this state for service of process on the foreign
143 limited partnership required to be maintained by section 34-38p and an
144 acceptance of such appointment signed by the agent appointed if other
145 than the Secretary of the State; (5) the address of the office required to
146 be maintained in the state of its organization by the laws of that state,
147 or, if not so required, of the principal office of the foreign limited
148 partnership; (6) the name and business address of each general partner;
149 (7) the address of the office at which is kept a list of the names and
150 addresses of the limited partners and their capital contributions,
151 together with an undertaking by the foreign limited partnership to keep
152 those records until the foreign limited partnership registration in this
153 state is cancelled or withdrawn; (8) the date the foreign limited
154 partnership commenced transacting business in this state; [and] (9) the
155 electronic mail address [, if any,] of the foreign limited partnership; and
156 (10) the foreign limited partnership's North American Industry
157 Classification System Code.
158 Sec. 8. Section 34-38j of the general statutes is repealed and the
159 following is substituted in lieu thereof (Effective October 1, 2021):
160 If any statement in the application for registration of a foreign limited
161 partnership was false when made or any arrangements or other facts
162 described have changed, making the application inaccurate in any
163 respect, the foreign limited partnership shall promptly file in the office
164 of the Secretary of the State a [signed copy of a] certificate, signed [and
165 sworn to] by a general partner, correcting such statement.
166 Sec. 9. Section 34-38k of the general statutes is repealed and the
167 following is substituted in lieu thereof (Effective October 1, 2021):
168 A foreign limited partnership may cancel its registration by filing
169 with the Secretary of the State [a signed copy of] a certificate of
170 cancellation signed [and sworn to] by a general partner. A cancellation
171 does not terminate the authority of the Secretary of the State to accept
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172 service of process on the foreign limited partnership with respect to
173 causes of action arising out of the transactions of business in this state.
174 Sec. 10. Section 34-38s of the general statutes is repealed and the
175 following is substituted in lieu thereof (Effective October 1, 2021):
176 (a) Each foreign limited partnership registered to transact business in
177 this state shall file an annual report by electronic transmission with the
178 Secretary of the State that shall be due upon the anniversary of the
179 registration of such foreign limited partnership pursuant to section 34-
180 38g, as amended by this act. Upon request of a foreign limited
181 partnership, the Secretary of the State may grant an exemption from the
182 requirement to file an annual report by electronic transmission if the
183 foreign limited partnership does not have the capability to file by
184 electronic transmission or make payment in an authorized manner by
185 electronic means or if other good cause is shown.
186 (b) Each annual report shall set forth: (1) The name of the foreign
187 limited partnership and, if different, the name under which such foreign
188 limited partnership transacts business in this state; (2) the address of the
189 office required to be maintained in the state or other jurisdiction of the
190 foreign limited partnership's organization by the laws of that state or
191 jurisdiction or, if not so required, the address of its principal office; [and]
192 (3) the electronic mail address [, if any,] of the foreign limited
193 partnership; and (4) the foreign limited partnership's North American
194 Industry Classification System Code.
195 (c) Each annual report shall be executed in accordance with section
196 34-10a and be accompanied by the filing fee established in section 34-
197 38n. The Secretary of the State shall deliver to each foreign limited
198 partnership at its principal office or its electronic mail address, as last
199 shown by his records, notice that the annual report is due, but failure to
200 receive such notice shall not relieve a foreign limited partnership of the
201 requirement of filing the report as provided in this section.
202 (d) A foreign limited partnership may file online a supplemental
203 report updating the information required by subsection (b) of this
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204 section, provided such foreign limited partnership has satisfied the
205 requirements to submit annual reports pursuant to this section. The
206 filing fee for a supplemental report shall be twenty dollars.
207 Sec. 11. Section 34-247 of the general statutes is repealed and the
208 following is substituted in lieu thereof (Effective October 1, 2021):
209 (a) One or more persons may act as organizers to form a limited
210 liability company by delivering to the Secretary of the State for filing a
211 certificate of organization.
212 (b) A certificate of organization shall state: (1) The name of the limited
213 liability company, which shall comply with section 34-243k; (2) the
214 street address and mailing address of the company's principal office; (3)
215 the name of a registered agent appointed in compliance with section 34-
216 243n, along with the street address and mailing address in this state of
217 the company's registered agent; (4) the name, business address and
218 residence address of at least one manager or member of the limited
219 liability company, except that if good cause is shown, the Secretary of
220 the State may accept a business address in lieu of the business and
221 residence addresses of such manager or member, provided, for
222 purposes of this subsection, a showing of good cause shall include, but
223 not be limited to, a showing that public disclosure of the residence
224 address of the manager or member of the limited liability company may
225 expose the personal security of such manager or member to significant
226 risk; [and] (5) the electronic mail address [, if any,] of the limited liability
227 company; and (6) the limited liability company's North American
228 Industry Classification System Code.
229 (c) A certificate of organization may contain statements as to matters
230 other than those required by subsection (b) of this section, but may n