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Substitute Senate Bill No. 294
Public Act No. 26-81
AN ACT CONCERNING TRADE NAMES, FRAUDULENT FILINGS,
IMPERMISSIBLE BUSINESS SOLICITATIONS, DISSOLUTION OF
CORPORATIONS, THE ISSUANCE OF AN APOSTILLE AND FEES
CHARGED BY A NOTARY.
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
Section 1. Section 35 -1a of the general statutes is repealed and the
following is substituted in lieu thereof (Effective October 1, 2026):
(a) No person shall transact business in this state under any assumed
or fictitious name, or under any designation, name or style, corporate or
otherwise, other than the real name or names of the person or persons
transacting such business, unless a trade name is recorded and a
certificate evidencing such trade name has been issued in accordance
with this section or section 35-1b, as amended by this act.
(b) [An application for a trade name certificate] A trade name shall be
recorded by submitting a trade name application. A trade name
application shall be filed on a form prescribed by the Secretary of the
State in the office of the town clerk in the town in which such business
is, or will be, principally transacted.
(1) An application filed by a [natural] person or [a group of natural]
persons shall provide: (A) The name under which such business is, or
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will be, transacted, (B) the physical address of the business located in
the town of filing, (C) the valid electronic mail address of the business,
and (D) the full name, physical address and valid electronic mail
address of each person transacting such business.
(2) [For the purposes of this section, "business organization" means
any corporation, limited partnership, limited liability partnership or
limited liability company on record with the Secretary of the State. ] An
application filed by a business organization shall provide: (A) The name
under which such business is, or will be, transacted, (B) the business
identification number for the business organization provided by the
Secretary of the State, (C) the name of the corporation, limited
partnership, limited liability partnership or limited liability company on
file with the Secretary of the State, (D) the principal business address of
the business organization on file with the Secretary of the State, and (E)
the electronic mail address of the business organiza tion. No business
organization may file an application for a trade name under this section
unless such business is active and has filed all required annual reports
with the Secretary. Upon the dissolution, withdrawal, forfeiture or
revocation of a business organization, all trade names issued to such
organization shall be deemed cancelled. As used in this section,
"business organization" means any corporation, limited partnership,
limited liability partnership, limited liability company or any other
business entity, foreign or domestic, that is on record with the Secretary
of the State.
(c) An application for a trade name [certificate] shall be executed by
each [natural] person filing such application or, in the case of a business
organization, by [an authorized officer of] a person authorized by such
business organization and acknowledged before an authority qualified
to [administer oaths] take acknowledgments under chapter 6. The filing
fee for the trade name application shall be in accordance with section 7-
34a.
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(d) [A town clerk shall issue a trade name certificate upon acceptance
of a trade name application filed in accordance with this section or
section 35-1b. Such] Upon acceptance of a trade name application by a
town clerk, a trade name certificate evidencing such trade name shall
issue from the Connecticut Trade Name Registry established pursuant
to section 35 -1c, as amended by this act. The trade name reflected on
such certificate shall be valid for a period of five years from the date of
issuance.
(e) All trade [name certificates issued ] names recorded prior to
January 1, 2025, shall expire on December 31, 2029. [, unless renewed in
accordance with this act.] A trade name in existence prior to January 1,
2025, may be renewed at any time during such five -year period , in
accordance with the provisions of subsection (a) of section 35 -1b, as
amended by this act, and the renewed trade name shall be valid for five
years from the date such renewal is accepted by the town clerk.
Sec. 2. Section 35 -1b of the general statutes is repealed and the
following is substituted in lieu thereof (Effective October 1, 2026):
(a) A trade name [certificate] may be renewed [not earlier than six
months prior to the expiration date of such certificate and not later than
the expiration date of such certificate] by filing a trade name application
in accordance with section 35-1a, as amended by this act. An application
for renewal shall be on a form prescribed by the Secretary of the State
and provide the information required by section 35 -1a, as amended by
this act. Upon acceptance of an application for renewal, [the town clerk
shall issue a new trade name certificate, which shall be valid for five
years from the expiration date of the previous certificate ] a trade name
certificate shall issue in accordance with section 35 -1a, as amended by
this act, and such trade name shall be valid for five years from
acceptance of the application for renewal. Upon acceptance of an
application for renewal, the previous trade name shall be deemed
cancelled. The filing fee for a trade name renewal shall be in accordance
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with section 7-34a.
(b) [Any information contained on an original application for a trade
name certificate or a renewal application may be amended by the filer
at any time prior to the expiration of the trade name certificate and the
fee for such amendment shall be in accordance with section 7-34a] Any
person may file a new trade name application at any time prior to the
expiration of an existing trade name. Upon the filing of a new trade
name application for the same trade name, the town clerk shall cancel
any prior trade nam e identified by the filer as superseded by the new
filing.
(c) A trade name [certificate] may be cancelled by the filer prior to the
expiration date of the trade name [certificate] upon filing a cancellation
of the trade name [certificate] with the town clerk of the town where the
[original application] trade name to be cancelled was filed, and the fee
for such cancellation shall be in accordance with section 7-34a.
Sec. 3. Section 35 -1c of the general statutes is repealed and the
following is substituted in lieu thereof (Effective October 1, 2026):
(a) [Each] For trade name records recorded on or before December 31,
2024, each town clerk shall keep an alphabetical index of [the trade name
certificates issued] trade names recorded by such town clerk and the
[natural] persons [, corporations, limited partnerships, limited liability
partnerships or limited liability companies ] or business organizations
filing such trade name applications.
(b) The Secretary of the State shall create the Connecticut Trade Name
Registry, which is an electronic system for town clerks to process
[applications for trade name certificates] trade names. Such system shall
provide for state -wide public searching of trade name [certificate]
information. [Any town clerk utilizing such system shall be deemed to
have complied with the indexing requirements in subsection (a) of this
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section.] On and after January 1, 2026, the Secretary may require town
clerks to utilize the [electronic system described in this section ]
Connecticut Trade Name Registry.
Sec. 4. Section 35 -1d of the general statutes is repealed and the
following is substituted in lieu thereof (Effective October 1, 2026):
(a) [A copy of any trade name certificate, certified by the town clerk
from whose office the same has been issued, shall be presumptive
evidence, in all courts in this state, of the facts contained in such
certificate.] The provisions of sections 35a -1a to 35a -1c, inclusive, shall
not prevent the lawful use of a partnership name or designation, if such
partnership name or designation includes the true surname of at least
one of the individuals composing such partnership. All trade name
records received and created, regardless of the date, shall be retained by
town clerks according to the retention periods set by the Public Records
Administrator. For any trade name record received on or before
December 31, 2024, a certified copy of the record issued by the to wn
clerk from whom the trade name record was filed shall be presumptive
evidence in all courts in this state of the facts contained in such trade
name record.
(b) For trade name records filed on or after January 1, 2025, a copy of
the record, as reflected on the Connecticut Trade Name Registry and
bearing a facsimile of the Secretary's signature, shall be presumptive
evidence in all courts in this state of the f acts contained in such trade
name record.
[(b)] (c) A trade name certificate shall not be required for any
domestic or foreign limited partnership, limited liability partnership,
limited liability company, corporation or statutory trust registered with
the Secretary of the State pursuant to title 33 or 34, as applicable,
provided such entity transacts business under the name stated in its
formation or registration document, as applicable, filed with the
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Secretary of the State. As used in this subsection, "the name stated in its
formation or registration document" does not include any business
designator required by section 33-182h, 33-655, 33-1045, 34-13, 34-243h,
34-406 or 34-506 or any other state law requiring a business organization
to use specific phrases, words or abbreviations in the name of a business
organization registered with the Secretary.
[(c)] (d) Nothing in sections 35-1a to 35-1e, inclusive, as amended by
this act, shall require any town clerk to determine that the trade name
that is the subject of a trade name certificate issued pursuant to section
35-1a, as amended by this act, or 35-1b, as amended by this act, is unique
in the town of filing or in any other town in the state.
[(d)] (e) Any person transacting business in violation of the
provisions of sections 35-1a to 35-1e, inclusive, as amended by this act ,
shall be fined not more than five hundred dollars, imprisoned not more
than one year, or both. Failure to comply with the provisions of sections
35-1a to 35-1e, inclusive, as amended by this act , shall be deemed to be
an unfair or deceptive trade practice under subsection (a) of section 42 -
110b.
Sec. 5. (NEW) ( Effective October 1, 2026 ) (a) No trade name filed on
and after October 1, 2026, pursuant to the provisions of chapter 620 of
the general statutes shall contain the words:
(1) "Professional corporation", "incorporated", "corporation", "Societa
per Azioni" or any abbreviations thereof;
(2) "Limited partnership";
(3) "Limited liability company", "LLC", "L.L.C.", "professional limited
liability company", "PLLC" or "P.L.L.C.";
(4) "Registered limited liability partnership", "limited liability
partnership", "LLP" or "L.L.P."; or
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(5) "Statutory trust", "limited liability trust", "limited", "LLT", "L.L.T."
or "Ltd.".
(b) Any trade name accepted by a town clerk and entered on the
Connecticut Trade Name Registry containing a prohibited term under
this section shall be void by operation of law and the Secretary may void
such record.
(c) No person shall use in any printed advertisement an assumed or
fictitious name for the conduct of such person's business that includes
the term "company" in such a manner as to suggest that such person's
business is a corporation or limited liability c ompany unless such
person's business is in fact a corporation or limited liability company.
Sec. 6. Section 3 -99e of the general statutes is repealed and the
following is substituted in lieu thereof (Effective October 1, 2026):
(a) As used in this section:
(1) "Connecticut Business Registry" means the data and filing history
of all businesses that form or register with the Secretary of the State
under titles 33 and 34 and made available to the public on the state's
centralized business Internet web site.
(2) "Verify" means to confirm the veracity of data submitted and
accepted by the Secretary.
(3) "Registered business entity" means any corporation, limited
liability company, limited liability partnership, limited partnership,
statutory trust or any other business entity on the Connecticut Business
Registry.
(b) The Secretary may verify the data submitted to the Connecticut
Business Registry and confirm that such information has been
transmitted with the authorization of the registered business entity for
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which it is filed. When verifying such data, the Secretary may prevent
the submission of data that cannot be authenticated and reject the filing
of data that cannot be authenticated. If the Secretary finds that any data
submitted cannot be verified, the Se cretary may administratively
dissolve, forfeit, revoke or cancel the registered business entity in
accordance with the applicable provisions of titles 33 and 34. The
Secretary may also redact each address and name that cannot be verified
from any relevant finding.
(c) If the Secretary finds that data cannot be verified in a filing that
was made for a legitimate entity, the Secretary may mark each
unauthorized filing for the entity to notify the public that the filing is
unauthorized and restore the data that was on the registry prior to the
unauthorized filing.
[(c)] (d) The Secretary may take the following measures to prevent
the fraudulent submission of data to the Connecticut Business Registry:
(1) Authenticate the identity of the person submitting a filing to the
Secretary;
(2) Authenticate any and all electronic mail addresses and cellular
telephone numbers provided in connection with a filing on the
Connecticut Business Registry, including the electronic mail address
and cellular telephone number used by the person submitting the filing
and the electronic mail address of record for the business;
(3) Require proof that the registered business entity has authorization
to use the address provided to the Secretary as the principal business
address. Such proof may include evidence that the registered business
entity or one of its principals owns or leases the property or that the
owner or lessor of the property consents to the use of the property as the
registered business entity's principal place of business;
(4) Require that all addresses submitted to the Secretary be valid
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according to the United States Postal Service; and
(5) Take such other measures as the Secretary deems necessary that
further the purposes of this section and are consistent with the law of
this state.
Sec. 7. (NEW) (Effective January 1, 2027) (a) As used in this section:
(1) "Solicit" or "solicitation" means to directly advertise to a person.
"Solicit" or "solicitation" does not include the following:
(A) Communication initiated by a consumer; or
(B) Advertising or marketing to a person with whom the solicitor has
a current or former commercial relationship; and
(2) "Person" has the same meaning as provided in subsection (k) of
section 1-1 of the general statutes.
(b) Any person, other than the federal government, the state, a state
agency or a local government, that solicits a fee for filing a document
with or retrieving a copy or certified copy of a certificate or public record
from the Secretary of the State, shall:
(1) (A) Include a statement in the solicitation, in the same language as
the solicitation, that is identical or substantially similar to the following:
"This is an advertisement. This offer is not being made by, or on
behalf of, any government agency. You are not required to make any
payment or take any other action in response to this offer."
(B) If the solicitation is in writing, the statement shall be in at least
twenty-four-point type and located at the top of the physical document
or the beginning of the electronic communication.
(2) Include, in the case of mailed solicitation, the words "THIS IS NOT
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A GOVERNMENT DOCUMENT" in twenty -four-point type and all
capital letters on the envelope, outside cover or wrapper in which the
solicitation is mailed; and
(3) Include the following in the solicitation:
(A) Information on where the person can file a document directly
with the Secretary of the State or retrieve a copy or certified copy of a
certificate or public record; and
(B) The name of the person making the solicitation and the person's
physical address, which address may not be a post office box.
(c) A solicitation described in subsection (b) of this section shall not
be in a form, or use deadline dates or other language, that makes the
document appear to be issued by the federal government, the state, a
state agency or a local government, or that appears to impose a legal
duty on the person being solicited.
(d) A violation of this section constitutes a deceptive act or practice
as provided under chapter 735a of the general statutes.
Sec. 8. Section 33 -890 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) The Secretary of the State may effect the administrative
dissolution of a corporation as provided in this section.
(b) Whenever any corporation is more than one year in default of
filing its annual report as required by section 33-953, the Secretary of the
State may notify such corporation by electronic mail addressed to such
corporation and sent to the corporation's electronic mail address as last
shown on the Secretary's records that under the provisions of this
section the corporation is to be administratively dissolved. In the case of
a domestic corporation that has not yet filed an annual report or does
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not have an electronic mail address on record, notice may be sent to any
one of the incorporators listed on the certificate of incorporation by first
class mail. Unless the corporation, 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 administrative
dissolution stating that the delinquent corpor ation has been
administratively dissolved by reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State
that a corporation has failed to maintain a registered agent or that such
registered agent cannot, with reasonable diligence, be found at the
address shown in the records of his office, the Secretary of the State may
notify such corporation by electronic mail addressed and sent to such
corporation at its electronic mail address as last shown on the Secretary's
records that under the provisions of this section the corporation is to be
administratively dissolved. Unless the corporation within three months
of the mailing of such notice files an appointment of registered agent,
the Secretary of the State shall prepare and file in his office a certificate
of administrative dissolution stating that the delinquent corporation has
been administratively dissolved by reason of its default.
(d) Dissolution shall be effective upon the filing by the Secretary of
the State in his office of such certificate of administrative dissolution.
(e) After filing the certificate of administrative dissolution, the
Secretary of the State shall: (1) Send a copy thereof to the delinquent
corporation, addressed to such corporation at its electronic mail address
as last shown on the Secretary's records; and (2) cause notice of the filing
of such certificate of administrative dissolution 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 administrative dissolution.
Sec. 9. Section 33 -1181 of the general statutes is repealed and the
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following is substituted in lieu thereof (Effective from passage):
(a) The Secretary of the State may effect the administrative
dissolution of a corporation as provided in this section.
(b) Whenever any corporation is more than two years in default of
filing its annual report as required by section 33 -1243, the Secretary of
the State may notify such corporation by electronic mail addressed to
such corporation and sent to the corporation's electronic mail address as
last shown on the Secretary's records that under the provisions of this
section the corporation is to be administratively dissolved. In the case of
a domestic corporation that has not yet filed an annual report or does
not have an electronic mail address on record, notice may be sent to any
one of the incorporators listed on the certificate of incorporation by first
class mail. Unless the corporation, 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 administrative
dissolution stating that the delinquent corpor ation has been
administratively dissolved by reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State
that a corporation has failed to maintain a registered agent or that such
registered agent cannot, with reasonable diligence, be found at the
address shown in the records of his office, the Secretary of the State may
notify such corporation by electronic mail addressed to such
corporation sent to such corporation at its electronic mail address as last
shown on the Secretary's records that under the provisions of this
section the corporatio n is to be administratively dissolved. Unless the
corporation within three months of the mailing of such notice files an
appointment of registered agent, the Secretary of the State shall prepare
and file in his office a certificate of administrative dissol ution stating
that the delinquent corporation has been administratively dissolved by
reason of its default.
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(d) Dissolution shall be effective upon the filing by the Secretary of
the State in his office of such certificate of administrative dissolution.
(e) After filing the certificate of administrative dissolution, the
Secretary of the State shall: (1) Send a copy thereof to the delinquent
corporation, addressed to such corporation at its electronic mail address
as last shown on the Secretary's records, and (2) cause notice of the filing
of such certificate of administrative dissolution 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 administrative dissolution.
Sec. 10. Subsection (a) of section 3 -99a of the general statutes is
repealed and the following is substituted in lieu thereof ( Effective from
passage):
(a) Except as provided in subsection (b) of this section, the Secretary
of the State shall receive, for filing or recording any document,
instrument or paper required to be filed or recorded regardless of the
number of pages, when fees are not otherwise sp ecially provided for,
fifty dollars. The Secretary shall receive, for preparing and furnishing a
copy of any document, instrument or paper filed or recorded: For each
copy of each such document, regardless of the number of pages, forty
dollars, for affixing the Secretary's certificate and the state seal thereto,
fifteen dollars; for the Secretary's certificate with the state seal imprinted
or affixed, fifty dollars; for a certificate, with the seal of the state
imprinted or affixed thereon, of any fact or r ecord for which no special
provision is made, fifty dollars; for [certifying] issuing an apostille as
specified by the Hague Convention of 5 October 1961 Abolishing the
Requirement of Legalisation for Foreign Public Documents or otherwise
authenticating the incumbency of a judge of probate, notary public or
other official, forty dollars per document, except that [for certifying the
incumbency of an official ] when such apostille or authentication is in
connection with an adoption of a child, such fee shall be fifteen dollars.
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Sec. 11. (NEW) (Effective from passage) (a) As used in this section:
(1) "Apostille" means a certificate that authenticates the signature,
official position and seal of an attesting officer under the laws of this
state, as specified by the Hague Convention of 5 October 1961
Abolishing the Requirement of Legalisation for For eign Public
Documents when a record is to be sent to a country that is a signatory
to the Hague Convention.
(2) "Authentication" means a certificate that authenticates the
signature, official position and seal of an attesting officer under the laws
of this state when a record is to be sent to a country that is not a signatory
to the Hague Convention.
(3) "Hague Convention" means the Hague Convention of 5 October
1961 Abolishing the Requirement of Legalisation for Foreign Public
Documents to which the United States of America is a contracting
authority and the Connecticut Secretary of the State is a des ignated
competent authority.
(b) Unless otherwise prohibited by the Hague Convention or federal
law, the Secretary may issue an apostille or authentication, as
applicable, in paper or electronic format.
(c) An apostille or authentication issued by the Secretary in an
electronic format shall have the same force and effect as an apostille or
authentication issued on paper. The fee for issuing an apostille or
authentication as specified by section 3 -99a of t he general statutes, as
amended by this act, shall be the same whether the apostille or
authentication is issued in paper or electronic format.
(d) The Secretary may adopt regulations, in accordance with chapter
54 of the general statutes, specifying the processes and procedures
applicable to apostilles and authentications in accordance with the
Secretary’s authority under this section and as a co mpetent authority
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under the Hague Convention.
Sec. 12. Section 3 -94m of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) The Secretary may deliver a written, official warning and
reprimand to a notary, or may revoke or suspend a notary's
appointment, as a result of such notary's official misconduct or on any
ground for which an application for appointment as a notary may be
denied, or for a violation of any provision of the general statutes.
(b) The termination or lapse of an appointment as a notary, regardless
of reason, shall not stop or preclude any investigation into such notary's
conduct by the Secretary, who may pursue any such investigation to a
conclusion and issue any finding.
(c) Within thirty days after the resignation, revocation or suspension
of a notary's certificate of appointment, the Secretary shall notify all
town clerks within the state, in such manner as the Secretary shall
determine, of such resignation, revocation or suspension. The town
clerk of any municipality in which such notary's certificate of
appointment or replacement certificate of appointment has been
recorded shall note the resignation, revocation or suspension, and the
effective date thereof, on the original record of such certificate or
replacement certificate.
(d) The Secretary may adopt regulations in accordance with the
provisions of chapter 54 specifying the processes and procedures used
in the Secretary's determination to warn, reprimand, suspend or revoke
a notary's commission.
Sec. 13. Section 3 -95 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective July 1, 2026):
The fee for any act performed by a notary public in accordance with
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the provisions of the general statutes shall not exceed [five] ten dollars
plus an additional [thirty-five cents ] rate for each mile of travel not
exceeding the business standard mileage rate determined by the
Internal Revenue Service.