§ 34-267g — Dissolution by forfeiture.

Connecticut § 34-267g

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

Text

(a) The Secretary of the State may effect the dissolution of a limited liability company by forfeiture as provided in this section. (b) Whenever it comes to the attention of the Secretary of the State that a limited liability company is more than one year in default of filing its annual report as required by section 34-247k , the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default. (c) Whenever it comes to the attention of the Secretary of the State that a delinquent limited liability company has failed to maintain a registered agent for service, the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the sending of such notice, files an appointment of a registered agent for service, the Secretary of the State shall prepare and file in his office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default. (d) Dissolution shall be effective upon the filing by the Secretary of the State of such certificate of dissolution by forfeiture. (e) After filing the certificate of dissolution by forfeiture, the Secretary of the State shall: (1) Send a copy thereof to the delinquent limited liability company addressed to such limited liability company electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of dissolution by forfeiture 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 dissolution by forfeiture. (f) A limited liability company that is dissolved by forfeiture continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 34-267a , 34-267c , 34-267d , 34-267e and 34-267f , or to apply for reinstatement under section 34-267b . (g) The dissolution of a limited liability company by forfeiture does not terminate the authority of its registered agent.

Legislative History

(P.A. 16-97, S. 63; P.A. 19-40, S. 7; P.A. 24-111, S. 27.) History: P.A. 16-97 effective July 1, 2017; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making technical changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (b) by replacing “first class mail” with “electronic mail”, by replacing “at its principal office” with “sent to the limited liability company's electronic mail address” and by making technical changes, amended Subsec. (c) by replacing “registered or certified mail” with “electronic mail”, by replacing “at its principal office” with “sent to the limited liability company's electronic mail address” and by making technical changes and amended Subsec. (e)(1) by replacing “Mail a certified copy” with “Send a copy”, by replacing “at its principal office” with “electronic mail address” and by making a technical change, effective January 1, 2025.