Sec. 34-243r. Service of process, notice or demand.
Sec. 34-243u. Fees payable to Secretary of the State. Sales tax not imposed.
Sec. 34-267g. Dissolution by forfeiture.
Sec. 34-243r. Service of process, notice or demand. (a) A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by any proper officer or other person lawfully empowered to make service leaving a true and attested copy with such company's registered agent, or at his or her usual place of abode in this state.
(b) When the Secretary of the State and the Secretary of the State's successors in office have been appointed a foreign limited liability company's agent for service of process, the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt, and, within two business days after such service, forward by registered or certified mail the other copy of such process to the foreign limited liability company at the address of the office designated in the application for registration filed pursuant to subdivision (4) of section 34-275b. Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on the Secretary of the State's records.
(c) If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served by any proper officer or other person lawfully empowered to make service, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office. The address of the principal office shall be as shown on the company's or foreign company's most recent annual report filed by the Secretary of the State. Service is effected under this subsection on the earliest of: (1) The date the company or foreign company receives the mail or delivery by the commercial delivery service; (2) the date shown on the return receipt, if signed by the company or foreign company; or (3) five days after its deposit with the United States Postal Service, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(d) If process, notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection (a) or (b) of this section, service may be made by any proper officer or other person lawfully empowered to make service handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.
(e) Service of process, notice or demand on a registered agent shall be in a written record.
(f) Service of process, notice or demand may be made by other means under law other than the provisions of sections 34-243 to 34-283d, inclusive.
(P.A. 16-97, S. 19; P.A. 19-41, S. 3.)
History: P.A. 16-97 effective July 1, 2017; P.A. 19-41 amended Subsec. (a) by replacing “serving its registered agent” with “any proper officer or other person lawfully empowered to make service leaving a true and attested copy with such company's registered agent, or at his or her usual place of abode in this state”, amended Subsecs. (c) and (d) by adding “any proper officer or other person lawfully empowered to make service” and made technical changes.
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Sec. 34-243u. Fees payable to Secretary of the State. Sales tax not imposed. The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state:
(a) Fees for filing documents and issuing certificates: (1) Filing an application to reserve a limited liability company name or to cancel a reserved limited liability company name, sixty dollars; (2) filing a transfer of reserved limited liability company name, sixty dollars; (3) filing a certificate of organization, including appointment of registered agent, one hundred twenty dollars; (4) filing a change of address of agent certificate or change of agent certificate, fifty dollars; (5) filing a notice of resignation of registered agent, fifty dollars; (6) filing an amendment to certificate of organization, one hundred twenty dollars; (7) filing a restated certificate of organization, one hundred twenty dollars; (8) filing a certificate of merger, sixty dollars; (9) filing a certificate of interest exchange, sixty dollars; (10) filing a certificate of abandonment, fifty dollars; (11) filing a certificate of reinstatement, one hundred twenty dollars; (12) filing a foreign registration certificate by a foreign limited liability company to transact business in this state, one hundred twenty dollars; (13) filing an application of foreign limited liability company for amended foreign registration certificate, one hundred twenty dollars; (14) filing a certificate of withdrawal of registration under section 34-275h, one hundred twenty dollars; (15) filing an annual report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, eighty dollars; (16) filing an interim notice of change of manager or member, twenty dollars; (17) filing a registration of name or a renewal of registration of name, sixty dollars; (18) filing a statement of correction, one hundred dollars; and (19) filing a transfer of registration, sixty dollars plus the qualification fee.
(b) Miscellaneous charges: (1) At the time of any service of process on the Secretary of the State as registered agent of a limited liability company, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a limited liability company: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (3) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company, fifty dollars; (4) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company which certificate may reflect any and all changes of limited liability company names and the dates of filing thereof, fifty dollars; (5) for the issuance of a certificate of legal existence of a domestic limited liability company reflecting certificates effecting fundamental changes to certificate of organization and the date or dates of filing thereof, one hundred dollars; and (6) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will, in the judgment of the Secretary of the State, cover the cost of the services provided.
(c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.
(P.A. 16-97, S. 22; P.A. 17-108, S. 28; P.A. 19-117, S. 345.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a) by replacing “registration statement” with “registration certificate” in Subdivs. (12) and (13), replacing “statement of withdrawal of foreign limited liability company” with “certificate of withdrawal of registration under section 34-275h” in Subdiv. (14), and replacing “removal of registration” with “renewal of registration” in Subdiv. (17), and amended Subsec. (b) by replacing “certification of legal existence of a domestic limited liability company” with “certificate of legal existence of a domestic or registered foreign limited liability company” in Subdiv. (3), adding “of a domestic or registered foreign limited liability company” in Subdiv. (4), adding “of a domestic limited liability company”, and replacing “articles” with “certificates” in Subdiv. (5), effective July 1, 2017; P.A. 19-117 amended Subsec. (a)(15) by increasing annual report filing fee from $20 to $80 on or after July 1, 2020, effective July 1, 2019.
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Sec. 34-247k. Annual report. (a) A limited liability company or a registered foreign limited liability company shall deliver to the Secretary of the State by electronic transmission an annual report that states:
(1) The name of the company;
(2) The street address and mailing address of its principal office;
(3) The name, business address and residence address of at least one member or manager, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this subdivision, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk;
(4) The name and address of the registered agent;
(5) An electronic mail address where the Secretary of the State can communicate with the company or its filing agent, if the company or its filing agent maintains an electronic mail address;
(6) In the case of a foreign limited liability company, any alternate name adopted under section 34-275e, its governing jurisdiction and if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and
(7) Such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the limited 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 the 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. Subsequent annual reports must be filed with the Secretary of the State after January first and before April first of each calendar year thereafter.
(d) If an annual report does not contain the information required by this section, the Secretary of the State promptly shall notify the reporting limited liability company or registered foreign limited liability company and return the report for correction.
(e) Upon the request of a limited liability company or a registered foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited liability company or the registered foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown. For purposes of this section, electronic transmission shall be limited to online filing utilizing the Internet or any newer mode of computer-aided, automated filing designated by the Secretary of the State for annual report filing.
(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 company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title, business address and residence address of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.
(P.A. 16-97, S. 36; P.A. 17-108, S. 34; P.A. 19-40, S. 3.)
History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a)(5) by replacing “subsection (a) of section 34-275e” with “section 34-275e” and by adding “if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office”, effective July 1, 2017; P.A. 19-40 amended Subsec. (a) by adding new Subdiv. (4) re name and address of registered agent, redesignating existing Subdivs. (4) and (5) as Subdivs. (5) and (6) and adding Subdiv. (7) re report containing additional information deemed pertinent by Secretary, and making technical changes, effective January 1, 2020.
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Sec. 34-267g. Dissolution by forfeiture. (a) The Secretary of the State may effect the dissolution of a limited liability company by forfeiture as provided in this section.
(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, the Secretary of the State may notify such limited liability company by first class mail addressed to such limited liability company at its principal office as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the mailing 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.
(c) Whenever it comes to the attention of the Secretary of the State that a delinquent limited liability company has failed to maintain a registered agent for service, the Secretary of the State may notify such limited liability company by registered or certified mail addressed to such limited liability company at its principal office as last shown on his records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the mailing of such notice, files an appointment of a registered agent for service, the Secretary of the State shall prepare and file in his office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default.
(d) Dissolution shall be effective upon the filing by the Secretary of the State of such certificate of dissolution by forfeiture.
(e) After filing the certificate of dissolution by forfeiture, the Secretary of the State shall: (1) Mail a certified copy thereof to the delinquent limited liability company addressed to such limited liability company at its principal office as last shown on his records; and (2) cause notice of the filing of such certificate of dissolution by forfeiture 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 dissolution by forfeiture.
(f) A limited liability company that is dissolved by forfeiture continues in existence as an entity but may not carry on any activities 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.
(g) The dissolution of a limited liability company by forfeiture does not terminate the authority of its registered agent.
(P.A. 16-97, S. 63; P.A. 19-40, S. 7.)
History: P.A. 16-97 effective July 1, 2017; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making technical changes, effective January 1, 2020.
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