2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-229 - Annual report. Interim notice of change of manager or member.

(a) A foreign limited liability company registered 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 limited liability company’s registration pursuant to section 34-223. Upon request of a 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 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.

(b) Such reporting requirement shall commence on and after January 1, 1995, and continue annually thereafter.

(c) Each annual report shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which such foreign limited liability company transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited liability company’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 limited liability company; and (4) the name and respective business and residence addresses of a manager or a member of the foreign limited liability company, 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 such manager or member. For the purposes of this subsection and subsection (d) of this section, 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 foreign limited liability company may expose the personal security of such manager or member to significant risk.

(d) If the manager or member named in a 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 foreign limited liability company has filed such annual report, but not later than thirty days preceding the month during which the foreign limited liability company’s next annual report becomes due, the foreign 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 foreign limited liability company; and (2) the name, title and respective business and residence addresses 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 foreign limited liability company’s next annual report becomes due shall be reflected in such next annual report.

(e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112. The Secretary of the State shall deliver to each foreign limited liability company at its principal office or electronic mail address, as shown on his records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign limited liability company of the requirement of filing the report as provided in this section.

(P.A. 94-217, S. 28, 40; P.A. 04-240, S. 18; P.A. 11-146, S. 12.)

History: P.A. 94-217 effective January 1, 1995; P.A. 04-240 added Subsec. (c)(3) re inclusion in annual report of name and addresses of manager or member of the foreign limited liability company and provision re showing of good cause, added new Subsec. (d) re interim notice of change of manager or member and redesignated existing Subsec. (d) as Subsec. (e); 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 company does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add new Subdiv. (3) re electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and amended Subsec. (e) 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 company’s electronic mail address and make a conforming change, effective January 1, 2012.