2018 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613a - Uniform Limited Liability Company Act
Section 34-275f - Transfer of registration.

(a) When a registered foreign limited liability company has merged into a foreign limited liability company that is not registered to transact business in this state, the nonregistered foreign limited liability company shall deliver to the Secretary of the State for filing an application for transfer of registration. The application must state:

(1) The name of the registered foreign limited liability company before the merger;

(2) That before the merger the registration pertained to a foreign limited liability company;

(3) The name of the applicant foreign limited liability company into which the foreign limited liability company has merged, and, if the name does not comply with section 34-243k, an alternate name adopted pursuant to subsection (a) of section 34-275e;

(4) The governing jurisdiction of the applicant foreign limited liability company;

(5) The street and mailing addresses of the principal office of the applicant foreign limited liability company and, if the law of the foreign limited liability company’s governing jurisdiction requires the foreign limited liability company to maintain an office in that jurisdiction, the street and mailing addresses of that office;

(6) The name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by subsection (b) of section 34-247;

(7) 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 business and residence addresses of such manager or member. For the purposes of this subdivision, a showing of good cause shall include, but need 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; and

(8) The electronic mail address, if any, of the foreign limited liability company.

(b) When an application for transfer of registration takes effect, the registration of the foreign limited liability company to transact business in this state is transferred without interruption to the foreign limited liability company into which the foreign company has merged.

(P.A. 16-97, S. 76; P.A. 17-108, S. 38.)

History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced references to foreign entity with references to foreign limited liability company, amended Subsec. (a) by deleting provision re conversion to foreign entity required to register with Secretary of the State, replacing “foreign entity shall deliver” with “nonregistered foreign limited liability company shall deliver”, deleting “conversion” and “has been converted” in Subdivs. (1) to (3), replacing “street and mailing addresses of the applicant foreign entity’s registered agent in this state” with “address of the agent in this state for service of process on the foreign limited liability company required to be maintained by subsection (b) of section 34-247” in Subdiv. (6), amended Subsec. (b) by deleting “or to which it has been converted”, and made technical and conforming changes, effective July 1, 2017.