§ 34-247k — Annual report.

Connecticut § 34-247k

• Jurisdiction: Connecticut
• Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
• Ch. 613a: Uniform Limited Liability Company Act

Text

(a) A limited liability company or a registered foreign limited liability company shall deliver to the Secretary of the State by electronic transmission an annual report that states: (1) The name of the company; (2) The street address and mailing address of its principal office; (3) The name, business address and residence address of at least one member or manager, 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 purposes of this subdivision, 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 limited liability company may expose the personal security of such manager or member to significant risk; (4) The name and address of the registered agent; (5) A valid electronic mail address where the Secretary of the State can communicate with the company or its filing agent; (6) In the case of a foreign limited liability company, any alternate name adopted under section 34-275e , its governing jurisdiction 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; and (7) The limited liability company's or registered foreign limited liability company's North American Industry Classification System Code. (b) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company. (c) The first annual report must be filed with the Secretary of the State after January first and before April first of the year following the calendar year in which the limited liability company was formed or the registered foreign limited liability company registered to do business in this state. Subsequent annual reports must be filed with the Secretary of the State after January first and before April first of each calendar year thereafter. (d) If an annual report does not contain the information required by this section, the Secretary of the State promptly shall notify the reporting limited liability company or registered foreign limited liability company and return the report for correction. (e) Upon the request of a limited liability company or a registered 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 limited liability company or the registered 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. For purposes of this section, electronic transmission shall be limited to online filing utilizing the Internet or any newer mode of computer-aided, automated filing designated by the Secretary of the State for annual report filing. (f) If the manager or member named in a limited liability company's or a registered 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 limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the 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 limited liability company; and (2) the name, title, business address and residence address 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 limited liability company's next annual report becomes due shall be reflected in such next annual report. (g) If any information required in the annual report, except for the limited liability company's name, changes after the limited liability company has filed its most current annual report and not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (a) of this section. The filing fee for an amended annual report is twenty-five dollars.

Legislative History

(P.A. 16-97, S. 36; P.A. 17-108, S. 34; P.A. 19-40, S. 3; P.A. 24-111, S. 19.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (a)(5) by replacing “subsection (a) of section 34-275e” with “section 34-275e” and by adding “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”, effective July 1, 2017; P.A. 19-40 amended Subsec. (a) by adding new Subdiv. (4) re name and address of registered agent, redesignating existing Subdivs. (4) and (5) as Subdivs. (5) and (6) and adding Subdiv. (7) re report containing additional information deemed pertinent by Secretary, and making technical changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (a) to require reporting of “valid electronic mail address” and delete provision re such reporting being required “if the company or its filing agent maintains an electronic mail address” in Subdiv. (5) and by deleting provision re reporting of additional information deemed pertinent by Secretary in Subdiv. (7) and by adding Subsec. (g) re requirements and fee for filing amended annual report, effective January 1, 2025.