§ 34-275a — Registration to transact business in this state.

Connecticut § 34-275a

• 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 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.

Legislative History

(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.