§ 33-953 — Reports.

Connecticut § 33-953

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 601: Business Corporations

Text

(a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations and public service companies, as defined in section 16-1, and each foreign corporation authorized to transact business in this state, shall file an annual report with the Secretary of the State as prescribed in this section. (b) The first annual report of a domestic corporation formed prior to January 1, 2020, shall be filed not later than two years after the date on which the corporation filed its certificate of incorporation. The first annual report of a corporation formed on or after January 1, 2020, shall be filed not later than ninety days after the date on which such corporation filed its certificate of incorporation. Subsequent annual reports of a domestic corporation and annual reports of each foreign corporation authorized to transact business in this state shall be filed by electronic transmission on the anniversary date of the filing of the first annual report. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation 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. (c) Each annual report shall set forth: (1) The name of the corporation; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; (3) the valid electronic mail address of the corporation; (4) the name and address of the registered agent; (5) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation; and (6) the corporation's or foreign corporation's North American Industry Classification System Code. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk. (d) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-608 . The Secretary of the State shall deliver to each domestic corporation at its principal office or electronic mail address, as shown by the Secretary's records, and to each foreign corporation authorized to transact business in this state at its executive offices or electronic mail address, as last shown by the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a corporation of the requirement of filing the report as provided in this section. (e) If any information required in the annual report, except for the corporation's name, changes after the corporation has filed its most current annual report and not later than thirty days preceding the month during which the corporation's next annual report becomes due, the corporation shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (c) of this section. The filing fee for an amended annual report is twenty-five dollars.

Legislative History

(P.A. 94-186, S. 204, 215; P.A. 96-271, S. 145, 254; P.A. 98-137, S. 15, 62; 98-219, S. 33, 34; P.A. 04-240, S. 4; P.A. 11-146, S. 2; P.A. 19-40, S. 1; P.A. 24-111, S. 17.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to rephrase and restructure provisions, make the filing requirement applicable to each “domestic” corporation and “each foreign corporation authorized to transact business in this state” and replace “building and loan associations” with “savings and loan associations”, amended Subsec. (b) to delete references to first or subsequent “biennial” reports, make the time limit to file the first annual report applicable to “domestic” corporations and require “biennial or annual reports of each foreign corporation authorized to transact business in this state” to be filed at such times as may be provided by regulations, amended Subsec. (c) to require each report of a foreign corporation to set forth the address of the principal office of the corporation in the state under the laws of which it is incorporated, the address of the executive offices of the corporation and the address of the principal office of the corporation in this state, if any, and amended Subsec. (e) to make the requirement that the Secretary of the State mail to each corporation a form applicable to each “domestic” corporation and “each foreign corporation authorized to transact business in this state at its executive offices as last shown by his records”, effective January 1, 1997; P.A. 98-137 amended Subsec. (c) to rephrase and make technical changes to provision re good cause, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 04-240 deleted provisions re biennial reports and made conforming and technical changes; P.A. 11-146 amended Subsec. (b) to require subsequent annual reports of domestic corporations and annual reports of foreign corporations to be filed “by electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if corporation 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 corporation's electronic mail address and make a conforming change, effective January 1, 2012; P.A. 19-40 amended Subsec. (b) to add provisions re first annual report of domestic corporation formed prior to January 1, 2020, to be filed not later than 2 years after date on which corporation filed certificate of incorporation, first annual report of corporation formed on or after January 1, 2020, to be filed not later than 90 days after date on which corporation filed certificate of incorporation, and subsequent annual reports to be filed on anniversary date of filing first annual report, and delete provision re Secretary adopting regulations re report filing times, amended Subsec. (c) to delete provision re report setting forth date which complies with Subsec. (d), add new Subdiv. (4) re name and address of registered agent, redesignate existing Subdiv. (4) as Subdiv. (5) and adding Subdiv. (6) re additional information deemed pertinent by Secretary, deleted former Subsec. (d) re dates specified in annual report and redesignated existing Subsec. (e) as Subsec. (d) and made technical and conforming changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (c) by replacing “electronic mail address, if any,” with “valid electronic mail address” in Subdiv. (3) and by deleting provision re additional information deemed pertinent by Secretary in Subdiv. (6) and by adding Subsec. (e) re requirements and fee for filing amended annual report, effective January 1, 2025.