FOREIGN LIMITED LIABILITY COMPANIES

Conn. Gen. Stat. tit. 34, ch. 613a, pt. PART IX

in effect

Conn. Gen. Stat. § 34-275 Governing law.

34-275. Governing law. (a) The law of the governing jurisdiction of a foreign limited liability company governs: (1) The internal affairs of the company; (2) the liability of a member as member and a manager as manager for a debt, obligation or other liability of the company; and (3) the liability of a series of the company. (b) A foreign limited liability company is not precluded from registering to transact business in this state because of any difference between the law of the governing jurisdiction and the law of this state. (c) Registration of a foreign limited liability company to transact business in this state does not authorize the foreign company to engage in any activities or affairs or exercise any power in this state that a limited liability company may not engage in or exercise in this state. (P.A. 16-97, S. 70.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-275a Registration to transact business in this state.

34-275a. Registration to transact business in this state. (a) A foreign limited liability company may not transact business in this state until it registers with the Secretary of the State under sections 34-275 to 34-275i, inclusive. (b) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it is registered to transact business in this state. (c) The failure of a foreign limited liability company to register to transact business in this state does not impair the validity of a contract or act of the company, or preclude it from defending an action or proceeding in this state. (d) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to transact business in this state. (e) Subsections (a) and (b) of section 34-275 apply even if a foreign limited liability company fails to register under sections 34-275 to 34-275i, inclusive. (f) A foreign limited liability company, by transacting business in this state without a foreign registration certificate, 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 34-243r. (g) A foreign limited liability company which transacts business in this state without a valid foreign registration certificate 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 foreign registration certificate, 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 not later than three years after the date of the levy assessed by the Secretary of the State. (h) The civil penalty set forth in subsection (g) 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 34-275 to 34-275i, 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. (P.A. 16-97, S. 71; P.A. 17-108, S. 35; P.A. 24-111, S. 42.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsecs. (f) and (g) by replacing “foreign registration statement” with “foreign registration certificate”, effective July 1, 2017; P.A. 24-111 amended Subsec. (g) to add that proceedings by Attorney General to recover amounts due the state may be brought not later than 3 years after date of levy assessed by Secretary of the State, effective June 4, 2024.

Conn. Gen. Stat. § 34-275b Foreign registration certificate.

34-275b. Foreign registration certificate. (a) To register to do business in this state, a foreign limited liability company must deliver a foreign registration certificate to the Secretary of the State for filing. The certificate shall set forth: (1) The name of the company and, if the name does not comply with section 34-243k, an alternate name adopted pursuant to subsection (a) of section 34-275e; (2) That the company is a foreign limited liability company; (3) The name of the company's governing jurisdiction; (4) The street and mailing addresses of the company's principal office and, if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; (5) 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 section 34-243n and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (6) 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; (7) The valid electronic mail address of the foreign limited liability company; and (8) The foreign limited liability company's North American Industry Classification System Code. (b) When delivering to the Secretary of the State a foreign registration certificate that is completed in accordance with the provisions of subsection (a) of this section, the foreign limited liability company shall also deliver a certificate of existence, or a document of similar import, duly authenticated by the Secretary of the State or other official having custody of corporate records in the state or country under whose law it is formed. (P.A. 16-97, S. 72; P.A. 17-108, S. 36; P.A. 24-111, S. 12.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced “statement” with “certificate”, amended Subdiv. (5) by replacing “subdivision (4) of subsection (b) of section 34-247” with “section 34-243n” and amended Subdiv. (6) by making technical changes, effective July 1, 2017; P.A. 24-111 redesignated exiting provisions as Subsec. (a) and amended same by replacing “electronic mail address, if any,” with “valid electronic mail address” in Subdiv. (7), by adding Subdiv. (8) re foreign limited liability company's North American Industry System Classification Code and by making technical changes and added Subsec. (b) requiring foreign limited liability company to deliver “certificate of existence or a document of similar import” to the Secretary of the State when delivering a foreign registration certificate, effective January 1, 2025.

Conn. Gen. Stat. § 34-275c Amendment of foreign registration certificate.

34-275c. Amendment of foreign registration certificate. (a) A registered foreign limited liability company shall deliver to the Secretary of the State for filing an amendment to its foreign registration certificate if there is a change in: (1) The name of the company; or (2) the company's governing jurisdiction. (b) The requirements of section 34-275b for registering a foreign limited liability company apply to obtaining an amended registration under this section. (P.A. 16-97, S. 73; P.A. 17-108, S. 37; P.A. 24-111, S. 53.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced “statement” with “certificate”, deleted former Subdiv. (3) re address required by Sec. 34-275b(4), deleted former Subdiv. (4) re information required by 34-275b(5) and made technical changes, effective July 1, 2017; P.A. 24-111 redesignated existing provision as Subsec. (a) and added Subsec. (b) re applicability of requirements of Sec. 34-275b when obtaining an amended registration, effective January 1, 2025.

Conn. Gen. Stat. § 34-275d Activities not constituting transacting business in this state.

34-275d. Activities not constituting transacting business in this state. (a) Activities of a foreign limited liability company which do not constitute transacting business in this state under sections 34-275 to 34-275i, inclusive, include: (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agencies for the transfer, exchange and registration of the securities of the company, or maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages or security interests in property; (8) Securing or collecting debts, or enforcing mortgages or security interests in property securing the debts, and foreclosing on, holding, protecting or maintaining any such property; (9) Conducting an isolated transaction that is not in the course of similar transactions; (10) Owning, without more, property; (11) Voting securities or other equity ownership interests owned by the foreign limited liability company; and (12) Transacting business in interstate commerce. (b) A person does not transact business in this state solely because such person: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under law of this state other than sections 34-243 to 34-283d, inclusive. (P.A. 16-97, S. 74.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-275e Noncomplying name of foreign limited liability company.

34-275e. Noncomplying name of foreign limited liability company. (a) A foreign limited liability company whose name does not comply with section 34-243k may not register to transact business in this state until it adopts, for the purpose of transacting business in this state, an alternate name that complies with said section. A registered foreign limited liability company that registers under an alternate name under this subsection need not comply with chapter 620. After registering to transact business in this state with an alternate name, a registered foreign limited liability company shall transact business in this state under: (1) The alternate name; (2) the company's name, with the addition of its governing jurisdiction; or (3) an assumed or fictitious name that the company is authorized to use under chapter 620. (b) If a registered foreign limited liability company changes its name to one that does not comply with section 34-243k, it may not transact business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with said section. (P.A. 16-97, S. 75.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-275f Transfer of registration.

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.

Conn. Gen. Stat. § 34-275g Revocation of foreign registration certificate.

34-275g. Revocation of foreign registration certificate. (a) The foreign registration certificate 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) The foreign limited liability company has failed to file its annual report with the Secretary of the State; (2) 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 34-275 to 34-275i, inclusive; (3) the foreign limited liability company is exceeding the authority conferred upon it by said sections; or (4) 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 an event set forth in subdivision (1), (2), (3) or (4) 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 the Secretary intends to revoke the foreign registration certificate of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by electronic mail addressed to the foreign limited liability company at its electronic mail 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 foreign registration certificate 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 set forth in the notice, the Secretary shall revoke the foreign registration certificate of such foreign limited liability company to transact business in this state. (c) Upon revoking the foreign registration certificate of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Send a copy thereof to such foreign limited liability company at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate of revocation 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 a registered agent 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. 16-97, S. 77; P.A. 17-108, S. 39; P.A. 24-111, S. 32.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced references to “foreign registration statement” with “foreign registration certificate” in Subsecs. (a) to (c) and further amended Subsec. (c) by replacing “an attorney” with “a registered agent”, effective July 1, 2017; P.A. 24-111, amended Subsec. (b) by replacing “registered or certified mail” with “electronic mail” and by replacing “at its address” with “at its electronic mail address” and amended Subsec. (c)(1) by replacing “Mail a copy” with “Send a copy” and by replacing “at its address” with “at its electronic mail address”, effective January 1, 2025.

Conn. Gen. Stat. § 34-275h Withdrawal of registration of registered foreign limited liability company.

34-275h. Withdrawal of registration of registered foreign limited liability company. (a) A registered foreign limited liability company may withdraw its registration by delivering a certificate of withdrawal of registration to the Secretary of the State for filing. The certificate of withdrawal of registration must state: (1) The name of the company and its governing jurisdiction; (2) that the company is not transacting business in this state and that it withdraws its registration to transact business in this state; (3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; (4) that the company surrenders its authority to transact business in this state; and (5) an address to which service of process may be made under subsection (b) of this section. (b) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to transact business in this state may be made pursuant to section 34-243r. (P.A. 16-97, S. 78; P.A. 17-108, S. 40.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a) by replacing “statement of withdrawal” with “certificate of withdrawal of registration”, effective July 1, 2017.

Conn. Gen. Stat. § 34-275i Action by Attorney General.

34-275i. Action by Attorney General. The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 34-275 to 34-275h, inclusive. (P.A. 16-97, S. 79.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. §§ 34-276 to 34-278

34-276 to 34-278. Reserved for future use.

Source: Connecticut General Assembly (cga.ct.gov)URL: https://www.cga.ct.gov/current/pub/chap_613a.htmFetched: 10/20/2026