Bill Text: CT SB00416 | 2018 | General Assembly | Introduced

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Bill Title: An Act Concerning The Payment Of Certain Filing Fees And The Affected Business Entity Tax By Certain Limited Liability Companies.

Spectrum: Committee Bill

Status: (Introduced - Dead) 2018-03-12 - Public Hearing 03/16 [SB00416 Detail]

Download: Connecticut-2018-SB00416-Introduced.html

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General Assembly		Raised Bill No. 416
February Session, 2018		LCO No. 1867
		*01867_______FIN*
Referred to Committee on FINANCE, REVENUE AND BONDING
Introduced by:
(FIN)

AN ACT CONCERNING THE PAYMENT OF CERTAIN FILING FEES AND THE AFFECTED BUSINESS ENTITY TAX BY CERTAIN LIMITED LIABILITY COMPANIES.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 34-243u of the 2018 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2018):

The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state:

(a) Fees for filing documents and issuing certificates: (1) Filing an application to reserve a limited liability company name or to cancel a reserved limited liability company name, sixty dollars; (2) filing a transfer of reserved limited liability company name, sixty dollars; (3) [filing a certificate of organization, including appointment of registered agent, one hundred twenty dollars; (4)] filing a change of address of agent certificate or change of agent certificate, fifty dollars; [(5)] (4) filing a notice of resignation of registered agent, fifty dollars; [(6)] (5) filing an amendment to certificate of organization, one hundred twenty dollars; [(7)] (6) filing a restated certificate of organization, one hundred twenty dollars; [(8)] (7) filing a certificate of merger, sixty dollars; [(9)] (8) filing a certificate of interest exchange, sixty dollars; [(10)] (9) filing a certificate of abandonment, fifty dollars; [(11)] (10) filing a certificate of reinstatement, one hundred twenty dollars; [(12)] (11) filing a foreign registration certificate by a foreign limited liability company to transact business in this state, one hundred twenty dollars; [(13)] (12) filing an application of foreign limited liability company for amended foreign registration certificate, one hundred twenty dollars; [(14)] (13) filing a certificate of withdrawal of registration under section 34-275h, one hundred twenty dollars; [(15)] (14) filing an annual report, twenty dollars; [(16)] (15) filing an interim notice of change of manager or member, twenty dollars; [(17)] (16) filing a registration of name or a renewal of registration of name, sixty dollars; [(18)] (17) filing a statement of correction, one hundred dollars; and [(19)] (18) filing a transfer of registration, sixty dollars plus the qualification fee.

(b) Miscellaneous charges: (1) At the time of any service of process on the Secretary of the State as registered agent of a limited liability company, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a limited liability company: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (3) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company, fifty dollars; (4) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company which certificate may reflect any and all changes of limited liability company names and the dates of filing thereof, fifty dollars; (5) for the issuance of a certificate of legal existence of a domestic limited liability company reflecting certificates effecting fundamental changes to certificate of organization and the date or dates of filing thereof, one hundred dollars; and (6) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will, in the judgment of the Secretary of the State, cover the cost of the services provided.

(c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section or the filing of a certificate of organization.

Sec. 2. Section 34-247k of the 2018 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2018):

(a) [A] Except as provided under subsection (g) of this section, 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 section, 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) An electronic mail address where the Secretary of the State can communicate with the company or its filing agent, if the company or its filing agent maintains an electronic mail address; and

(5) 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.

(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) A single member limited liability company shall be exempt from delivering an annual report in the two taxable years immediately following the filing of, (1) for a domestic limited liability company, such company's certificate of organization, or (2) for a foreign limited liability company, such company's foreign registration certificate, provided any such company has less than ten thousand dollars of income attributable to such company in each such taxable year.

Sec. 3. Subsections (a) and (b) of section 12-284b of the general statutes are repealed and the following is substituted in lieu thereof (Effective July 1, 2018):

(a) As used in this section:

(1) "S corporation" means any corporation [which] that is an S corporation for federal income tax purposes and [which] is either (A) a domestic S corporation, or (B) a foreign S corporation that is required to obtain a certificate of authority from the Secretary of the State before transacting business in this state, whether or not it has obtained such a certificate;

(2) "Limited liability company" means any limited liability company [which] that is, for federal income tax purposes, either treated as a partnership, if it has two or more members, or disregarded as an entity separate from its owner, if it has a single member, and [which] is either (A) a domestic limited liability company, or (B) a foreign limited liability company that is required to register with the Secretary of the State before transacting business in this state, whether or not it has so registered;

(3) "Limited liability partnership" means any limited liability partnership [which] that is either (A) a domestic limited liability partnership, or (B) a foreign limited liability partnership that is required to file a certificate of authority with the Secretary of the State before transacting business in this state, whether or not it has filed such certificate;

(4) "Limited partnership" means any limited partnership [which] that is either (A) a domestic limited partnership, or (B) a foreign limited partnership that is required under chapter 610 to register with the Secretary of the State before transacting business in this state, whether or not it has so registered;

(5) "Taxable year" means taxable year, for federal income tax purposes;

(6) "Affected business entity" means any S corporation, limited liability company, limited liability partnership or limited partnership;

(7) "Domestic S corporation", "domestic limited liability company", "domestic limited liability partnership" or "domestic limited partnership" means any such corporation, company or partnership that is formed under the laws of this state; and

(8) "Foreign S corporation", "foreign limited liability company", "foreign limited liability partnership" or "foreign limited partnership" means any such corporation, company or partnership that is not a domestic corporation, company or partnership.

(b) [Each] (1) Except as provided in subdivision (2) of this subsection, each limited liability company, limited liability partnership, limited partnership and S corporation shall be liable for the tax imposed by this section for each taxable year or portion thereof that such company, partnership or corporation is an affected business entity. For taxable years commencing prior to January 1, 2013, each affected business entity shall annually, on or before the fifteenth day of the fourth month following the close of its taxable year, pay to the Commissioner of Revenue Services a tax in the amount of two hundred fifty dollars. For taxable years commencing on or after January 1, 2013, each affected business entity shall, on or before the fifteenth day of the fourth month following the close of every other taxable year, pay to the Commissioner of Revenue Services a tax in the amount of two hundred fifty dollars.

(2) Any single member limited liability company that has less than ten thousand dollars of income attributable to such company in a taxable year shall be exempt from the tax imposed by this section for such taxable year. There shall be no refund of any portion of such tax paid if the income attributable to such company in the taxable year immediately following such payment is less than ten thousand dollars.

Sec. 4. Subdivision (3) of subsection (b) of section 34-267b of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2018):

(3) A certificate of reinstatement under this section shall be accompanied by: (A) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by subdivision [(11)] (10) of subsection (a) of section 34-243u, as amended by this act, (B) an annual report for the current year, and (C) an appointment of a registered agent for service of process.

This act shall take effect as follows and shall amend the following sections:
Section 1	July 1, 2018	34-243u
Sec. 2	July 1, 2018	34-247k
Sec. 3	July 1, 2018	12-284b(a) and (b)
Sec. 4	July 1, 2018	34-267b(b)(3)

Statement of Purpose:

To exempt certain limited liability companies from certain filing fees and requirements and the affected business entity tax.

[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]