(a) The foreign registration certificate of a foreign limited liability company to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The foreign limited liability company has failed to file its annual report with the Secretary of the State; (2) a wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited liability company pursuant to sections 34-275 to 34-275i, inclusive; (3) the foreign limited liability company is exceeding the authority conferred upon it by said sections; or (4) the foreign limited liability company is without an agent upon whom process may be served in this state for sixty days or more.

(b) On the happening of an event set forth in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days’ written notice to the foreign limited liability company that the Secretary intends to revoke the foreign registration certificate of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by registered or certified mail addressed to the foreign limited liability company at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign limited liability company establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its foreign registration certificate did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time set forth in the notice, the Secretary shall revoke the foreign registration certificate of such foreign limited liability company to transact business in this state.

(c) Upon revoking the foreign registration certificate of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Mail a copy thereof to such foreign limited liability company at its address as last shown on the Secretary’s records; and (2) cause notice of the filing of such certificate of revocation 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 revocation. The filing of such certificate of revocation shall cause the authority of a foreign limited liability company to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited liability company of a registered agent upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

(P.A. 16-97, S. 77; P.A. 17-108, S. 39.)

History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 replaced references to “foreign registration statement” with “foreign registration certificate” in Subsecs. (a) to (c) and further amended Subsec. (c) by replacing “an attorney” with “a registered agent”, effective July 1, 2017.