Connecticut House Bill 5259 Amended By Bill 7311, New LLC Law

Connecticut House Bill 5259, Laws of 2016, as further amended by House Bill 7311, Laws of 2017, has enacted a new LLC law, effective July 1, 2017. The new law repeals the old law as of the effective date so the new law applies to all LLCs as of that date. The following sets forth changes as affecting our services and materials:

• Expands protection of name to all entity types on record (formerly, just corporations, LLCs & LPs).
• Removes protection of administratively dissolved entity names.
• Provides that entity indicators (e.g. Corp.) are not to be considered by the Secretary of State as a sufficiently distinguishing element between names.
• Does not provide for renewability of name reservations.
• Authorizes foreign LLC name registration for renewable one-year periods.

Annual Report
• Changes the Annual Report due date to April 1 for all LLCs (formerly, the anniversary month of formation or registration). The State advised that filing in 2017 will proceed under the current requirement. Accordingly, the first returns and payments to which the new requirement applies will be those due on or before April 1, 2018.

Registered Agent/Organizers
• Authorizes resignation of agent for out of status LLCs. This is important since the Bill also provides that administrative forfeiture or foreign revocation does not terminate the registered agent’s authority. Accordingly, we should resign from the appointment in such case.
• It is not appropriate for us to furnish organizers due to the certain responsibilities placed on organizers.

Domestic Amendment
• Requires a domestic amendment filing where a manager or member knows that any information in the Certificate of Organization is inaccurate.

Foreign LLCs
• Institutes mandatory foreign amendment triggering events for change of name and home state.
• Revises post-merger filing by requiring the filing of an Application for Transfer of Registration upon merger of a registered foreign LLC into an unregistered foreign entity (formerly, withdrawal and registration of the surviving entity was required).
• Provides for a $120 filing fee for Foreign Withdrawal (formerly, no fee).
• Requires a Statement of Withdrawal to be filed for Foreign Withdrawal (formerly, Certificate of Cancellation).

• Generally requires LLC filings to be signed by an authorized person (formerly, by a member or manager).
• Authorizes delayed effective dates up to 90 days after filing except for formation and foreign registration filings.
• Authorizes withdrawal of filings made with the Secretary of State before the filing has become effective.
• Authorizes correction filings.
• Revises prescribed contents of a Certificate of Organization (no purposes or statement of management) and Certificate of Registration (no purposes).
• Revises prescribed contents of Annual Reports and status certificates issued by the Secretary of State.

The Bill can be accessed through the following the following link:


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