Sec. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report.
Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report.
Sec. 34-413. (Formerly Sec. 34-81z). Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State. 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 processing certificates: (1) Filing application to reserve a registered limited liability partnership name or to cancel a reserved limited liability partnership name, sixty dollars; (2) filing transfer of reserved registered limited liability partnership name, sixty dollars; (3) filing change of address of statutory agent or change of statutory agent, fifty dollars; (4) filing certificate of limited liability partnership, one hundred twenty dollars; (5) filing amendment to certificate of limited liability partnership, one hundred twenty dollars; (6) filing certificate of authority to transact business in this state, including appointment of statutory agent, one hundred twenty dollars; (7) filing amendment to certificate of authority to transact business in this state, one hundred twenty dollars; (8) filing an annual report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, eighty dollars; (9) filing statement of merger, sixty dollars; and (10) filing certificate of reinstatement, one hundred twenty dollars.
(b) Miscellaneous charges: (1) For preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a registered limited liability partnership or foreign registered limited liability partnership: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (2) for the issuance of a certification of legal existence of a registered limited liability partnership, forty dollars; (3) for the issuance of a certificate of legal existence which certificate may reflect any and all changes of registered limited liability partnership names and the dates of filing thereof, eighty dollars; (4) for the issuance of a certificate of legal existence reflecting amendments and the date or dates of filing thereof, one hundred twenty dollars; and (5) 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 his judgment cover the cost of the services provided.
(P.A. 94-218, S. 27, 28; P.A. 95-252, S. 10; P.A. 03-18, S. 73; June Sp. Sess. P.A. 09-3, S. 374; P.A. 14-154, S. 21; P.A. 19-117, S. 346.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (a)(1) to provide that the fee is also applicable to filing application “to cancel a reserved limited liability partnership name”; Sec. 34-81z transferred to Sec. 34-413 in 1997, effective July 1, 1997; P.A. 03-18 added Subsec. (a)(11) re $30 fee for filing statement of merger, effective July 1, 2003; June Sp. Sess. P.A. 09-3 increased fees; P.A. 14-154 amended Subsec. (a) by deleting former Subdiv. (6) re filing fee for renunciation of status report, redesignating existing Subdivs. (7) and (8) as Subdivs. (6) and (7), deleting former Subdiv. (9) re filing fee for withdrawal of certificate of authority, redesignating existing Subdivs. (10) and (11) as Subdivs. (8) and (9) and adding new Subdiv. (10) re filing fee for certificate of reinstatement, effective July 1, 2015; P.A. 19-117 amended Subsec. (a)(8) 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. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report. (a) Each registered limited liability partnership shall file an annual report by electronic transmission with the Secretary of the State, which report shall be due upon the anniversary of the filing of a certificate of limited liability partnership pursuant to section 34-419. 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 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.
(b) Each annual report shall set forth: (1) The name of the registered limited liability partnership; (2) the registered limited liability partnership's current principal office address; (3) the electronic mail address, if any, of the registered limited liability partnership; (4) the name and address of the registered agent; and (5) 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 partnership.
(c) Each annual report shall be executed in accordance with section 34-410 and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall deliver to each registered limited liability partnership 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 registered limited liability partnership of the requirement of filing the report as provided in this section.
(P.A. 94-218, S. 10, 28; P.A. 11-146, S. 15; P.A. 19-40, S. 5.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81c transferred to Sec. 34-420 in 1997, effective July 1, 1997; P.A. 11-146 amended Subsec. (a) to require annual report to be filed “by electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add Subdiv. (3) re electronic mail address and amended Subsec. (d) to require Secretary of the State to “deliver” a “notice that the annual report is due”, rather than “mail” a “form prescribed by him for the annual report”, allow delivery of such notice to partnership's electronic mail address and make a conforming change, effective January 1, 2012; P.A. 19-40 deleted former Subsec. (b) re reporting requirement commencing on January 1, 1997, and continuing annually thereafter, redesignated existing Subsec. (c) as Subsec. (b) and amended same by adding Subdiv. (4) re name and address of registered agent, adding Subdiv. (5) re additional information deemed pertinent by Secretary and redesignated existing Subsec. (d) as Subsec. (c), and made technical changes, effective January 1, 2020.
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Sec. 34-422. (Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate. (a) The Secretary of the State may effect the revocation of a registered limited liability partnership's certificate of registered limited liability partnership as provided in this section.
(b) Whenever any registered limited liability partnership is more than one year in default of filing its annual report, the Secretary of the State may notify such registered limited liability partnership by first class mail addressed to such registered limited liability partnership at its principal office 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. Unless, within three months after the mailing of such notice, the registered limited liability partnership files a report made out and verified in all respects as the annual report of such registered limited liability partnership, the Secretary of the State shall prepare and file in the office of said Secretary a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of such partnership or the liability of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.
(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 mail addressed to such registered limited liability partnership at its principal office as last shown on his records that under the provisions of this section the registered limited liability partnership's rights and powers are in default. Unless the registered limited liability partnership within three months of the mailing 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 revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.
(d) Revocation shall be effective upon the filing by the Secretary of the State in his office of such certificate of revocation.
(e) After filing the certificate of revocation, the Secretary of the State shall: (1) Mail a certified copy thereof to the delinquent registered limited liability partnership addressed to such registered limited liability partnership at its principal office as last shown on his records; and (2) cause notice of the filing of such certificate of revocation 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 revocation.
(P.A. 94-218, S. 12, 28; P.A. 95-252, S. 22; P.A. 14-154, S. 23; P.A. 19-40, S. 11.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsecs. (b) and (c) to provide that the notice may be given by mail evidenced by a certificate of mailing and amended Subsec. (e) to provide that the copy of the certificate may be sent by mail evidenced by a certificate of mailing; Sec. 34-81e transferred to Sec. 34-422 in 1997, effective July 1, 1997; P.A. 14-154 amended Subsec. (b) by extending default period re registered limited liability partnership's failure to file annual report from “more than three months” to “more than one year”, changing “shall” to “may” re notification by Secretary of the State, deleting reference to mail evidenced by certificate of mailing, replacing provision re partnership will be subject to revocation with provision re revocation by reason of its default and making technical changes, amended Subsec. (c) by deleting reference to mail evidenced by certificate of mailing, and amended Subsec. (e) by deleting requirements that certificate of revocation be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and adding requirement that Secretary of the State cause notice of filing of certificate of revocation to be posted on the office's web site, effective January 1, 2015; 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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Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report. (a) A foreign registered limited liability partnership authorized to transact business in this state shall file an annual report by electronic transmission with the office of the Secretary of the State which report shall be due upon the anniversary of such foreign registered limited liability partnership's certificate of authority pursuant to section 34-429. Upon request of a foreign 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 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.
(b) Each annual report shall set forth: (1) The name of the foreign registered limited liability partnership and, if different, the name under which such foreign registered limited liability partnership transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign registered limited liability partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; (3) the electronic mail address, if any, of the foreign registered limited liability partnership; (4) the name and address of the statutory agent; and (5) such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the foreign registered limited liability partnership.
(c) Each annual report shall be executed in accordance with section 34-410, and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall deliver to each foreign registered limited liability partnership 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.
(P.A. 94-218, S. 16, 28; P.A. 11-146, S. 16; P.A. 19-40, S. 6.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81l transferred to Sec. 34-431 in 1997, effective July 1, 1997; P.A. 11-146 amended Subsec. (a) to require annual report to be filed by “electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add Subdiv. (3) re electronic mail address and amended Subsec. (d) to require Secretary of the State to “deliver” a “notice that the annual report is due”, rather than “mail” a “form prescribed by him for the annual report”, allow delivery of such notice to partnership's electronic mail address and make a conforming change, effective January 1, 2012; P.A. 19-40 deleted former Subsec. (b) re reporting requirement commencing on January 1, 1997, and continuing annually thereafter, redesignated existing Subsec. (c) as Subsec. (b) and amended same by adding Subdiv. (4) re name and address of statutory agent and adding Subdiv. (5) re additional information deemed pertinent by Secretary, and redesignated existing Subsec. (d) as Subsec. (c) and made technical changes, effective January 1, 2020.
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Sec. 34-433. (Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority. (a) The certificate of authority of a foreign registered limited liability partnership to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The foreign registered limited liability partnership has failed to file its annual report with the Secretary of the State; 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.
(b) (1) Upon the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State may revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state. (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 said Secretary intends to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same. Such notice shall be given by first class mail addressed to the foreign registered limited liability partnership at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign registered limited liability partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of authority did not exist at the time the notice was mailed or, if it did exist at such time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, said Secretary shall revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state.
(c) Upon revoking the certificate of authority of any foreign registered limited liability partnership, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Mail a copy thereof to such foreign registered limited liability partnership at its address as last shown on said Secretary's records; and (2) cause notice of the filing of such certificate of revocation 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 revocation. The filing of such certificate shall cause the authority of a foreign registered limited liability partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign registered limited liability partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the partnership in this state.
(d) The authority to transact business in this state is retained until expressly revoked by the Secretary of the State. Revocation of the 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.
(P.A. 94-218, S. 18, 28; P.A. 95-252, S. 23; P.A. 96-77, S. 6, 17; P.A. 14-154, S. 25; P.A. 19-40, S. 12.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (b) to provide that notice may be given by mail evidenced by a certificate of mailing; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive” with “sections 34-300 to 34-434, inclusive”, effective July 1, 1997; Sec. 34-81n transferred to Sec. 34-433 in 1997; P.A. 14-154 amended Subsec. (b) by deleting reference to mail evidenced by certificate of mailing and making technical changes, and amended Subsec. (c) by designating existing provision re mailing certificate of revocation to foreign registered limited liability partnership's address as last shown on Secretary of the State's records as Subdiv. (1), adding Subdiv. (2) requiring Secretary of the State to cause notice of filing of certificate of revocation to be posted on the office's web site and making technical changes, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making a technical change, effective January 1, 2020.
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