2011 Connecticut Code
Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 Limited Liability Companies
Sec. 34-233. Transaction of business without registration.

      Sec. 34-233. Transaction of business without registration. (a) A foreign limited liability company transacting business in this state may not maintain an action, suit or proceeding in a court of this state until it has registered in this state.

      (b) The failure of a foreign limited liability company to register in this state does not: (1) Impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.

      (c) A foreign limited liability company, by transacting business in this state without a certificate of registration, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state. Such foreign limited liability company may be served in the manner provided in subsection (b) of section 34-225.

      (d) A foreign limited liability company which transacts business in this state without a valid certificate of registration shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited liability company had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign limited liability company is further liable to this state, for each month or part thereof during which it transacted business in this state without a valid certificate of registration, in an amount equal to three hundred dollars, except that a foreign limited liability company which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.

      (e) The civil penalty set forth in subsection (d) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of sections 34-100 to 34-242, inclusive, the court shall, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any rights and privileges of a limited liability company in this state. The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign limited liability company has otherwise complied with the provisions of said sections.

      (f) A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because that company transacted business in this state without a valid certificate of registration.

      (P.A. 93-267, S. 59; P.A. 97-228, S. 5, 7; P.A. 98-137, S. 24, 62; 98-219, S. 33, 34; P.A. 01-188, S. 4; P.A. 09-83, S. 4.)

      History: P.A. 97-228 deleted Subsec. (d)(1) re penalty of $2,000 for each year or part thereof during which a foreign limited liability company transacts business without a certificate of registration, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign limited liability company transacts business without a certificate of registration and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (d) to revise provision re grace period by providing that a foreign limited liability company is not liable for the monthly penalty if it has registered "not later than ninety days after it has commenced transacting" business in this state rather than not being liable "for the first three months or part thereof during which it transacted business without such certificate", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-188 amended Subsec. (c) to add provision that foreign limited liability company may be served in the manner provided in Sec. 34-225(b); P.A. 09-83 amended Subsec. (d) to increase penalty from $165 to $300 for each month or part thereof that a foreign limited liability company transacts business without a certificate of registration and to make a technical change.