Sec. 34-243r. Service of process, notice or demand.
Sec. 34-267g. Dissolution by forfeiture.
Sec. 34-243r. Service of process, notice or demand. (a) A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by any proper officer or other person lawfully empowered to make service leaving a true and attested copy with (1) such company's registered agent, or in the case of an agent who is a natural person, at his or her usual place of abode in this state, or (2) a manager or member of such company, or at his or her usual place of abode in this state.
(b) When the Secretary of the State and the Secretary of the State's successors in office have been appointed a foreign limited liability company's agent for service of process, the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt, and, within two business days after such service, forward by registered or certified mail the other copy of such process to the foreign limited liability company at the address of the office designated in the application for registration filed pursuant to subdivision (4) of section 34-275b. Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on the Secretary of the State's records.
(c) If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served by any proper officer or other person lawfully empowered to make service, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office or its mailing address. The address of the principal office or its mailing address shall be as shown on the company's or foreign company's most recent annual report filed by the Secretary of the State. Service is effected under this subsection on the earliest of: (1) The date the company or foreign company receives the mail or delivery by the commercial delivery service; (2) the date shown on the return receipt, if signed by the company or foreign company; or (3) five days after its deposit with the United States Postal Service, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(d) If process, notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection (a) or (b) of this section, service may be made by any proper officer or other person lawfully empowered to make service handing a copy to (1) the manager of such company, or (2) the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.
(e) Service of process, notice or demand on a registered agent shall be in a written record.
(f) Service of process, notice or demand may be made by other means under law other than the provisions of sections 34-243 to 34-283d, inclusive.
(P.A. 16-97, S. 19; P.A. 19-41, S. 3; P.A. 25-78, S. 11.)
History: P.A. 16-97 effective July 1, 2017; P.A. 19-41 amended Subsec. (a) by replacing “serving its registered agent” with “any proper officer or other person lawfully empowered to make service leaving a true and attested copy with such company's registered agent, or at his or her usual place of abode in this state”, amended Subsecs. (c) and (d) by adding “any proper officer or other person lawfully empowered to make service” and made technical changes; P.A. 25-78 amended Subsec. (a) by redesignating existing provision re service on company's registered agent as Subdiv. (1) and amended same by adding “in the case of an agent who is a natural person,” service permitted at usual place of abode in this state, added Subdiv. (2) re service on member or manager of company at usual place of abode in this state, amended Subsec. (c) adding reference to mailing address of principal office and amended Subsec. (d) by redesignating existing provision re handing a copy to individual in charge as Subdiv. (2) and adding Subdiv. (1) re handing a copy to “the manager of such company”.
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Sec. 34-267g. Dissolution by forfeiture. (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's 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.
(P.A. 16-97, S. 63; P.A. 19-40, S. 7; P.A. 24-111, S. 27; P.A. 25-39, S. 18.)
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; P.A. 25-39 made a technical change in Subsec. (e).
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