2011 Connecticut Code
Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 Limited Liability Companies
Sec. 34-232. Revocation of certificate of registration.

      Sec. 34-232. Revocation of certificate of registration. (a) The certificate of registration of a foreign limited liability company to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) A wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited liability company pursuant to sections 34-100 to 34-242, inclusive; (2) the foreign limited liability company is exceeding the authority conferred upon it by said sections; or (3) the foreign limited liability company is without an agent upon whom process may be served in this state for sixty days or more.

      (b) On the happening of the events set out in subdivision (1), (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days written notice to the foreign limited liability company that said secretary intends to revoke the certificate of registration of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by registered or certified mail or mail evidenced by a certificate of mailing addressed to the foreign limited liability company 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 limited liability company establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said 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 registration of such foreign limited liability company to transact business in this state.

      (c) Upon revoking the certificate of registration of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such foreign limited liability company at its address as last shown on said secretary's records. The filing of such certificate shall cause the authority of a foreign limited liability company to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited liability company of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

      (P.A. 94-217, S. 30; P.A. 95-252, S. 25; P.A. 09-38, S. 5.)

      History: P.A. 95-252 deleted Subsec. (a)(1) that had authorized the Secretary of the State to revoke the certificate of registration of a foreign limited liability company that failed to file its annual report, renumbering the remaining Subdivs. accordingly, and deleted Subsec. (b)(1) that had required the Secretary of the State to revoke the certificate of registration of a foreign limited liability company that failed to file its annual report, stated that the notice of intent to revoke a certificate may be given by mail evidenced by a certificate of mailing and made technical changes; P.A. 09-38 amended Subsec. (a) to add Subdiv. (3) authorizing revocation of certificate of registration when foreign limited liability company is without an agent upon whom process may be served in this state for 60 days or more, amended Subsec. (b) to add reference to Subsec. (a)(3) as event causing notice to be given of intent to revoke certificate of registration and made technical changes throughout.