Legislative History for Connecticut Act PA 16-97 HB5259 Senate 3081-3082, (3094-3096) 5 Judiciary 989-991, 1012-1020, 34 1046-1048, 1095-1113 House Transcripts have not been received. They are available 39 on CGA website, but are not the Official copy. Contact House Clerk for assistance (860) 240-0400 Transcripts from the Joint Standing Committee Public Hearing(s) and/or Senate and House of Representatives Proceedings Connecticut State Library Compiled 2017 S - 699 CONNECTICUT GENERAL ASSEMBLY SENATE PROCEEDINGS 2016 VOL. 59 PART 9 2751 – 3097 003081 /je 331 SENATE May 4, 2016 0 Thank you, Madam President. Will the Clerk now please call Calendar Page 27, Calendar 568, House Bill 5259. THE CHAIR: Mr. Clerk. THE CLERK: On page 27, Calendar 568, Substitute for House Bill Number 5259, AN ACT CONCERNING ADOPTION OF THE CONNECTICUT UNIFORM LIMITED LIABILITY COMPANY ACT. THE CHAIR: Senator Coleman. SENATOR COLEMAN (2ND) : 0 Thank you very much, Madam President. I move acceptance of the Joint Committee's favorable report and passage of the bill in concurrence with the House. THE CHAIR: The motion is on acceptance and passage in concurrence. Will you remark, sir? SENATOR COLEMAN (2ND) : Madam President, this is a bill which makes some changes to the laws governing limited liability companies. Its rules generally apply when an LLC operating agreement does not cover a particular matter except for certain items that the bill does not allow in an agreement or that an agreement () 003082 /je 332 SENATE May 4, 2016 0 cannot change. I urge support and passage of the bill. Thank you, Madam President. THE CHAIR: Will you remark? Senator Kissel. SENATOR KISSEL (7TH) : Thank you very much, Madam President. This bill is supported by the Connecticut Bar Association and is a good bill and ought to pass. Thank you. THE CHAIR: Thank you. Will you remark further? Will you remark further? If not, Senator Coleman, would you like to put it on Consent Calendar, please. 0 SENATOR COLEMAN (2ND) : May I move this item to Consent. THE CHAIR: Absolutely, seeing no objection. Senator Duff. SENATOR DUFF (25TH) : Thank you, Madam President. Will the Clerk now call Calendar page 24, Calendar 545, House Bill 5425. THE CHAIR: Mr. Clerk. THE CLERK: 0 003094 /je 344 SENATE May 4, 2016 0 THE CHAIR: All right. Mr. Clerk, will call the Consent Calendar. The machines will be open. UNKNOWN SPEAKER: (Inaudible comment.) THE CHAIR: Okay. Just get going. It's getting there. It's getting there. You've got to call for a vote. Okay. She's pulling it up, she's pulling it up. SENATOR DUFF (25TH) : Madam President, if the Clerk can just read the bill numbers and not the titles, that would be great. THE CHAIR: That's right. Okay. THE CLERK: (t\S£35b)(He5"Jq) . (»£5433) Ot55Jqt) House B1ll 5470, House B1ll [1naudible], 5423, [inaudible], 5593, 5360, 5311, 5359, 5366, 5317, (ltf?$(,01) (iJJ3.~DSI) 5329, [inaudible], 5438, 5637, 5520, 5553, 5510, (lt£>.5k>.3~J C%5556) s42o, ss4o, 5484, s3o6, s289, s639, s147, 5411, (~f?5J<'ol) CH-6$"£9b) 5055, [inaudible] , 5479, 5138, 5189. {)tB 6J5q) (\tB5444) ; THE CHAIR: Okay. (Applause. ) 0 003095 /je 345 SENATE May 4, 2016 0 The machine is open. SENATOR DUFF (25TH) : Madam President, I need to add one more. Calendar 513, page 19, Calendar 513, House bill 5553. THE CHAIR: It's already on Consent, sir. May I open the machines to vote. SENATOR DUFF (25TH) : Madam President. THE CHAIR: 0 Yes? SENATOR DUFF (25TH) : I need to, does the Clerk have agendas 6 and 7? THE CHAIR: Yes, sir. THE CLERK: The Clerk has Senate Agenda 6 and 7. They have been printed and on Senators' desks and dated Wednesday, May 4, 2016. SENATOR DUFF (25TH) : Madam President, I move that all items on Senate Agendas 6 and 7, dated Wednesday, May 4, 2016, be 0 003096 /je 346 SENATE May 4, 2016 0 acted upon as indicated and the Agenda be incorporated by reference in the Senate Journal and transcript and placed immediately on the Calendar. THE CHAIR: So ordered, sir. THE CLERK: Immediate roll call has been ordered in the Senate. Immediate roll call is ordered in the Senate. THE CHAIR: Come on, come on, come on. Crisco, Crisco, Crisco. Where•s Crisco? Where is Crisco? Come on Joe. All members have voted? All members have voted? 0 The machine will be closed. The Consent Calendar passed. THE CLERK: Consent Calendar Number 3 [inaudible] . (Applause. ) THE CHAIR: I almost [inaudible] holding the clock back. Don't worry about it [inaudible] it. Senator Duff. SENATOR DUFF (25TH) : Madam President, I move that we adjourn Sine Die. THE CHAIR: 0 JOINT STANDING COMMITTEE HEARINGS JUDICIARY PART 3 902 – 1382 2016 > ,, 000989 2 February 29, 2016 je/mc JUDICIAL COMMITTEE 10:30 A.M. the Judiciary Committee to order. We have an agenda of about ten bills today, and we'll get right to it. First person to testify this morning will be Barry Hawkins. Good morning, Mr. Hawkins. BARRY HAWKINS: Good morning. I'm testifying today on behalf of House Bill 5259, the Connecticut Uniform Liability Company Act. Testifying on behalf of the Uniform Law Commission, which is an agency nationally, of which I am a member of the Connecticut Commission appointed the Governor, serving at the pleasure of the Governor along with seven other Connecticut commissioner. All the members of the uniform law commission are lawyers. They spend their time as volunteers drafting legislation where uniformity among the states is considered to be important. They report back to their various states. They are all creatures of a state appointment and help to promote and ask their legislatures to enact bills which are basically uniform. Bill 5259 is the first attempt to have Connecticut adopt the uniform limited liability act to replace and substitute for a limited liability act, which we•ve had on our books since 1990. It has not really been substantially overhauled in the 26 years since enactment. Uniform law commission considers this act to be one in particular, which would promote national approaches to limited liability acts because they have become such an important substitute for small corporations in the formation of bus entities. In particular, limited liability companies are often done by people without sophisticated advice. They are taken by forms from the internet. They are taken by forms that they purchase from the drug store. Many small unsophisticated business needs are met by creating limited liability companies without substantial or sophisticated advice. The limited liability company . I I 000990 3 February 29, 2016 je/mc JUDICIAL COMMITTEE 10:30 A.M. act is to provide the default provisions by which companies can look to the statutes to govern internal matters of governments, what they can do, what they should be doing, and how they do it without having to go through the sophisticated advice that they might get if they were creating an entity where if there was a great deal of money involved or many participants in the organization. The limited liability act from the perspective of the uniform law commission is one which we ask for Connecticut to join the other 18 states, which have enacted it, and to create a truly national act. I will leave the details of explaining the differences between the uniform act and the Connecticut Now version since 1990, our homegrown version, which has served many things well, has done many things well, why do we need and how does it change that law that will be developed by testimony from members of the Connecticut Bar Association, business law section who are practitioners in this field as I am not. Thank you very much for allowing me to testify. REP. TONG (147TH): Thank you, Mr. Hawkins. Questions? Representative Stafstrom. REP. STAFSTROM (129TH): Thank you, Mr. Chair, and thank you, Mr. Hawkins, for being here. Just real quick, I notice the enactment date of the statute is I think 2018, is there a reason, do you know if there's a reason for that? BARRY HAWKINS: Yes. I'll let the CVA witnesses testify in particular about that, but in general on more complicated and far-ranging types of legislation from the Uniform Law Commission, we propose that they have a deferred or delayed active date so that the Secretary of State's office can take appropriate steps to modify its rules, 000991 4 February 29, 2016 je/mc JUDICIAL COMMITTEE 10:30 A.M. procedures, and forms so that educational programs can take place so that practitioners are aware of the changes in the act, that the Bar Association would have an opportunity to put on seminars and educate both the users of the statute and the lawyers who advise many of the users as to the changes in the law so that by the time it gets to being used everybody's fully familiar with it and on the same page. REP. STAFSTROM (129TH): Similar to what we did with the power of attorney act last year. BARRY HAWKINS: Pardon? REP. STAFSTROM (129TH): Similar to what we did with the power of attorney act last year. BARRY HAWKINS: Yes. Similar to what we've done on the power of attorney. Again, because it, it's not a single easy fix, it's something that people need to anticipate and plan for and not be surprised when the rules change. REP. STAFSTROM (129TH): Thanks again for being here and for your advocacy on this. REP. TONG (147TH): Further questions? Thank you. BARRY HAWKINS: Thank you very much.