2023 Connecticut General Statutes › Title 36b - Connecticut Securities Law and Business Opportunity Investment Act › Chapter 672c - Business Opportunity Investment Act › Section 36b-62. (Formerly Sec. 36-505). - Registration of business opportunities. Consent to service of process.

(a) No person shall sell or offer a business opportunity in this state unless such business opportunity is registered under this section or is exempt from registration under section 36b-65.
(b) Prior to the sale or offer for sale of a business opportunity the seller shall register the business opportunity with the commissioner by filing with the commissioner:
(1) A copy of the disclosure document required by section 36b-63;
(2) A bond as required by section 36b-64;
(3) In accordance with subsection (e) of this section, an irrevocable consent appointing the commissioner to be such seller's attorney to receive service of any lawful process in any noncriminal suit, action or proceeding which arises under sections 36b-60 to 36b-80, inclusive, or any regulation or order adopted or issued under the provisions of said sections;
(4) Information and documents in such form as the commissioner may prescribe, including, but not limited to:
(A) The official name, address and principal place of business of the seller and of the parent firm or holding company of such seller, if any;
(B) The biographical data and business experience of each of the seller's directors and officers;
(C) The business experience of the seller, including the length of time such seller has: (i) Conducted a business of the type to be operated by the purchaser-investor, (ii) sold any business opportunity for such business, and (iii) sold any business opportunity in any other line of business;
(D) A copy of any contracts, agreements, brochures or other documents relating to the business opportunity;
(E) A factual description of the business opportunity offered to be sold and of the services, training and assistance that will be provided by the seller to the purchaser-investor;
(F) A statement describing any services, supplies, products, signs, fixtures or equipment relating to the establishment or the operation of the business opportunity that the purchaser-investor is required to purchase, lease or rent directly or indirectly from the seller;
(G) A copy of the table of contents of any operations manual to be provided to the purchaser-investor;
(H) (i) A balance sheet, income statement and statement of changes in financial condition of the seller as of a date not more than four months prior to the filing under this subsection, which financial statements may be unaudited, provided, if the seller has been in business for less than twelve months from the date of such filing, such financial statements shall be reviewed by an independent certified public accountant and shall include a written opinion from such accountant stating that the accountant is not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles; (ii) a balance sheet of the seller, an income statement and statement of changes in financial position for the most recent fiscal year audited by an independent public accountant or an independent certified public accountant; (iii) a balance sheet of the seller, an income statement and statement of changes in financial position for the prior two fiscal years reviewed by an independent certified public accountant who provides an opinion stating that such accountant is not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles; and (iv) any material changes in the financial condition of the seller occur after such financial statements are prepared, the seller shall disclose such changes and explain their significance to the operation of the business opportunity. If the seller is controlled by any person who absolutely and unconditionally guarantees to assume the duties and obligations of the seller under the business opportunity agreement should the seller become unable to perform, the commissioner may accept consolidated financial statements from the seller and such person;
(I) Any other information that the commissioner in the commissioner's discretion reasonably requires;
(J) A written statement signed and sworn to by the seller before a person qualified to administer oaths that the information contained in the documents filed pursuant to this subsection is true and correct; and
(K) A nonrefundable registration fee of four hundred dollars.
(c) (1) The registration of a business opportunity shall become effective on order of the commissioner and may be renewed in accordance with section 36b-79.
(2) If the commissioner finds that a seller has failed to demonstrate that adequate financial arrangements have been made to fulfill the obligations set forth in the business opportunity agreement, the commissioner may require the escrow or impoundment of fees and other funds paid by the purchaser-investor or purchaser-investors until such obligations have been fulfilled, or, at the option of the seller, the furnishing of a surety bond as provided by regulation, adopted pursuant to section 36b-77, or order of the commissioner, if the commissioner finds that such requirement is necessary and appropriate to protect purchaser-investors.
(d) The seller shall immediately notify the commissioner of any material change in the information and documents required to be filed under this section, and make appropriate amendments to the disclosure document.
(e) Every seller proposing to sell or offer for sale a business opportunity in this state or from this state directly or through any person acting on an agency basis, as determined by reference to the principles of common law, shall file with the commissioner, in such form as the commissioner by regulation, adopted pursuant to section 36b-77, or order prescribes, an irrevocable consent appointing the commissioner to be the seller's attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the seller or the seller's successor, executor or administrator that arises under sections 36b-60 to 36b-80, inclusive, or any regulation or order adopted or issued under said sections after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. Service may be made by leaving a copy of the process in the office of the commissioner, but such service shall not be effective unless (1) the plaintiff, who may be the commissioner in a suit, action or proceeding instituted by the commissioner, forthwith sends notice of the service and a copy of the process by registered mail, return receipt requested, certified mail, return receipt requested, or any express delivery carrier that provides a dated delivery receipt, to the defendant or respondent at the defendant's or respondent's last address on file with the commissioner, and (2) the plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
(f) When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by sections 36b-60 to 36b-80, inclusive, or any regulation or order adopted or issued under said sections, and such person has not filed a consent to service of process under subsection (e) of this section and personal jurisdiction over such person cannot otherwise be obtained in this state, such conduct shall be considered equivalent to such person's appointment of the commissioner to be such person's attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against such person or such person's successor, executor or administrator that grows out of such conduct and that is brought under said sections or any regulation or order adopted or issued under said sections, with the same force and validity as if served on such person personally. Service may be made by leaving a copy of the process in the office of the commissioner, but such service shall not be effective unless (1) the plaintiff, who may be the commissioner in a suit, action or proceeding instituted by the commissioner, forthwith sends notice of the service and a copy of the process by registered mail, return receipt requested, certified mail, return receipt requested, or any express delivery carrier that provides a dated delivery receipt, to the defendant or respondent at the defendant's or respondent's last-known address, and (2) the plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
(g) When any business opportunity has been sold or offered for sale without compliance with the registration provisions of this section, the seller thereof may apply for the postsale registration of such business opportunity, on forms designated by the commissioner, by filing the following with the commissioner:
(1) The documents, information and registration fee required by subsection (b) of this section; and
(2) A single document, signed and sworn to by an executive officer of the seller, which contains an explanatory statement and a statement of nonprejudice. The explanatory statement shall include the following information: (A) A statement that business opportunities were sold or offered for sale without compliance with the registration provisions of sections 36b-60 to 36b-80, inclusive; (B) a statement that, to induce each purchaser-investor to whom a business opportunity has been sold in violation of sections 36b-60 to 36b-80, inclusive, to sign the statement of nonprejudice, the document is being prepared for presentation to that purchaser-investor; (C) a full and complete statement of the remedies provided to the purchaser-investor under section 36b-74; (D) a statement containing any other material facts relating to the sale or offer for sale of the unregistered business opportunity; and (E) the most recent balance sheet and income statement of the seller. The statement of nonprejudice shall provide that: (i) The purchaser-investor to whom a business opportunity was sold without compliance with the registration provisions of sections 36b-60 to 36b-80, inclusive, has read the explanatory statement; (ii) the purchaser-investor to whom a business opportunity was sold without compliance with the registration provisions of sections 36b-60 to 36b-80, inclusive, is satisfied that he or she will not be defrauded, damaged or prejudiced by the postsale registration of the business opportunity; and (iii) each purchaser-investor to whom a business opportunity has been sold without compliance with the registration provisions of sections 36b-60 to 36b-80, inclusive, has not waived any of his or her rights under said sections by signing the statement.
(h) The seller shall mail the document containing both the explanatory statement and the statement of nonprejudice to each purchaser-investor to whom an unregistered business opportunity has been sold after such document has been reviewed by the commissioner. The commissioner may object to the content of the document but shall in no way pass upon its truthfulness. Following review by the commissioner, the seller shall send the document by certified mail, return receipt requested, to each such purchaser-investor and shall submit copies of all return receipts to the commissioner. The seller shall certify that each such purchaser-investor has signed the document and shall return the signed documents to the commissioner. The seller shall also furnish the commissioner with a list of the names, addresses and telephone numbers of those purchaser-investors to whom business opportunities have been sold without compliance with the registration provisions of sections 36b-60 to 36b-80, inclusive, and the amount paid by each purchaser-investor for the business opportunity.
(i) If it appears to the commissioner that no person has been defrauded, prejudiced or damaged by such noncompliance or sale and that no persons will be defrauded, prejudiced or damaged by such postsale registration, the commissioner may permit the business opportunity to be registered upon the payment of fifty dollars plus the fee prescribed by subsection (b) of this section. Registration under the provisions of this subsection shall not affect the prosecution of a violation of any provision of sections 36b-60 to 36b-80, inclusive.
(P.A. 79-458, S. 3, 19; P.A. 82-52, S. 1; P.A. 83-217, S. 3, 7; P.A. 92-89, S. 13, 20; P.A. 97-22, S. 8; P.A. 01-48, S. 7; P.A. 09-160, S. 2; 09-209, S. 38; P.A. 14-7, S. 16.)
History: P.A. 82-52 added Subsec. (e) containing provisions for postsale registration; P.A. 83-217 amended Subsec. (e) to establish specific requirements for postsale registration of a business opportunity; P.A. 92-89 increased the registration fee in Subsec. (a) from $200 to $400; Sec. 36-505 transferred to Sec. 36b-62 in 1995; P.A. 97-22 made technical changes; P.A. 01-48 made technical changes for purposes of gender neutrality in Subsecs. (a) to (c) and amended Subsecs. (b) and (c) by adding references to return receipt requested and express delivery; P.A. 09-160 substantially revised section by adding new Subsec. (a) requiring persons offering a business opportunity to be registered unless exempt, redesignating existing Subsec. (a) as Subsec. (b), deleting former Subsec. (a)(3), redesignating existing Subsec. (a)(4) as Subsec. (b)(3), deleting former Subsecs. (a)(5) to (e)(4), adding new Subsec. (b)(4) re registration information, adding new Subsecs. (c) to (i) re business opportunity registration, financial arrangements, consent to service of process and postsale registration, and making technical changes throughout; P.A. 09-209 amended Subsec. (a) by changing “person” to “business opportunity” re registration, amended Subsec. (b)(1) by replacing “disclosure” with “disclosure document” and amended Subsec. (b)(4)(H) by changing “or” to “and” before clause (iv) and making technical changes; P.A. 14-7 amended Subsecs. (e)(1) and (f)(1) to add provisions re notice of service and copy of process to be sent by certified mail, return receipt requested and make technical changes.
Cited. 236 C. 602.