Conn. Gen. Stat. § 34-389 — Connecticut Code / Title 34 / Chapter 614 / Section 34-389
Sec. 34-389. Effect of merger.
Status: in_force

(1) The separate existence of every partnership that is a party to the merger, other than the survivor, ceases;

(2) All property owned by each of the merged partnerships vests in the survivor;

(3) All obligations of every partnership that is a party to the merger become the obligations of the survivor; and

(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.

(b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership.

(c) A partner of a surviving partnership is liable for:

(1) All obligations of a party to the merger for which the partner was personally liable before the merger;

(2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and

(3) All obligations of the survivor incurred after the merger takes effect.

(d) If the obligations incurred before the merger by a party to the merger that is a partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r , inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.

(e) A partner of a party to a merger between or among partnerships who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner's interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner's interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.

(f) Any partner of a partnership that is a party to a merger who, prior to the merger, was obligated for any of the liabilities or obligations of the partnership shall not be released by reason of the merger from any such liabilities or obligations arising prior to the effective time of the merger.
Conn. Gen. Stat. § 34-275h — Connecticut Code / Title 34 / Chapter 613a / Section 34-275h
Sec. 34-275h. Withdrawal of registration of registered foreign limited liability company.
Status: in_force

(b) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to transact business in this state may be made pursuant to section 34-243r .
Conn. Gen. Stat. § 34-32c — Connecticut Code / Title 34 / Chapter 610 / Section 34-32c
Sec. 34-32c. Reinstatement after cancellation.
Status: in_force

(b) Reinstatement proceedings shall conform, with such adaptations as are appropriate, to proceedings for dissolution of a limited partnership, except that in the case of a limited partnership dissolved by expiration, such proceedings shall include appropriate amendment of the certificate of limited partnership.

(c) If the name of the limited partnership to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment of the certificate of limited partnership.

(d) A certificate of reinstatement conforming, with such adaptations as are appropriate, to the contents requirements of a certificate of limited partnership shall be executed and filed with the office of the Secretary of the State as provided in section 34-10a .

(e) A certificate of reinstatement shall be accompanied by payment of all penalties and forfeitures incurred by the limited partnership and a reinstatement fee as provided by section 34-38n .

(f) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the legal existence of the reinstated limited partnership shall commence and it shall be revested with its rights and powers under this chapter. If reinstatement follows cancellation of the limited partnership by forfeiture, as provided in section 34-32b , the reinstatement shall relate back to and take effect as of the effective date of the cancellation, and the limited partnership shall resume carrying out its business as if the cancellation had never occurred. No action or proceeding, civil or criminal, to which the limited partnership is a party at the time of reinstatement shall be affected by such reinstatement except as the court shall, under the circumstances, determine. The reinstated limited partnership shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.
Conn. Gen. Stat. § 34-38q — Connecticut Code / Title 34 / Chapter 610 / Section 34-38q
Sec. 34-38q. Foreign limited partnerships, service of process upon statutory agent.
Status: in_force

(b) A foreign limited partnership's agent upon whom process may be served shall be as follows: When the Secretary of the State and his successors have been appointed such limited partnership's agent for service of process, by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, 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 limited partnership at the address of the office designated in the certificate of registration filed pursuant to section 34-38g , as last shown on his records. Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on his records. If it appears from the records of the Secretary of the State that such a foreign limited partnership has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign limited partnership's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of such process, notice or demand on such foreign limited partnership may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to said office, and (2) depositing in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such foreign limited partnership at the address of the office designated in the certificate of limited partnership in the state of formation as shown on the records of such state.

(c) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (b) of this section, and keep a record of the day and hour of such receipt. Service made as provided in this section shall be effective as of such day and hour.

(d) Nothing in this section contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited partnership in any other manner permitted by law.
Conn. Gen. Stat. § 34-267a — Connecticut Code / Title 34 / Chapter 613a / Section 34-267a
Sec. 34-267a. Winding up.
Status: in_force

(b) In winding up its activities and affairs, a limited liability company: (1) Shall: (A) Promptly after the dissolution, deliver to the Secretary of the State for filing a certificate of dissolution stating the name of the company and that the company is dissolved; and (B) discharge the company's debts, obligations and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) Preserve the company activities, affairs and property as a going concern for a reasonable time; (B) prosecute and defend actions and proceedings, whether civil, criminal or administrative; (C) transfer the company's property; (D) settle disputes by mediation or arbitration; and (E) perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under subsection (c) of section 34-255f and is deemed to be a manager for the purposes of subsection (a) of section 34-251a .

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority in interest of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) Has the powers of a sole manager under subsection (c) of section 34-255f and is deemed to be a manager for the purposes of subsection (a) of section 34-251a ; and (2) shall promptly deliver to the Secretary of the State for filing an amendment to the company's certificate of organization stating: (A) That the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company.

(e) The Superior Court for the judicial district where the principal office of the company is located may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) On application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) The company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or (3) in connection with a proceeding under subdivision (4) or (5) of subsection (a) of section 34-267 .
Conn. Gen. Stat. § 34-406 — Connecticut Code / Title 34 / Chapter 614 / Section 34-406
Sec. 34-406. (Formerly Sec. 34-81s). Domestic and foreign limited liability partnerships: Name.
Status: reserved

(b) The name of a registered limited liability partnership or foreign registered limited liability partnership shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any registered limited liability partnership, limited partnership, limited liability company or corporation existing under the laws of this state; (2) the name of any foreign registered limited liability partnership, foreign limited partnership, foreign limited liability company or foreign corporation authorized to transact business in this state; (3) any name reserved under section 34-407 or reserved or registered under section 33-656 , 33-657 , 33-1045 , 33-1046 , 33-1047 , 34-13 , 34-13a , 34-243 l or 34-243m ; or (4) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

(c) The provisions of subsection (b) of this section shall not apply if the applicant files with the Secretary of the State a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.
Conn. Gen. Stat. § 34-271e — Connecticut Code / Title 34 / Chapter 613a / Section 34-271e
Sec. 34-271e. Derivative action. Proceeds and expenses.
Status: in_force

(b) On termination of the derivative proceedings, the court may order: (1) The limited liability company to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the limited liability company; (2) the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (3) a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. As used in this subsection, “expenses” means reasonable expenses of any kind that are incurred in connection with a matter including, but not limited to, reasonable counsel fees.

(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.
Conn. Gen. Stat. § 34-642 — Connecticut Code / Title 34 / Chapter 616 / Section 34-642
Sec. 34-642. Plan of domestication.
Status: in_force

(1) The name and type of the domesticating entity;

(2) The name and jurisdiction of organization of the domesticated entity;

(3) The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof;

(4) The proposed public organic document of the domesticated entity if it is a filing entity;

(5) The full text of the private organic rules of the domesticated entity that are proposed to be in a record;

(6) The other terms and conditions of the domestication; and

(7) Any other provision required by the law of this state or the organic rules of the domesticating entity.

(b) A plan of domestication may contain any other provision not prohibited by law.
Conn. Gen. Stat. § 34-28a — Connecticut Code / Title 34 / Chapter 610 / Section 34-28a
Sec. 34-28a. Nonjudicial dissolution of limited partnership.
Status: in_force

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 196 C. 270.
Conn. Gen. Stat. § 34-373 — Connecticut Code / Title 34 / Chapter 614 / Section 34-373
Sec. 34-373. Partnership continues after dissolution.
Status: in_force

(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under subdivision (1) of section 34-375 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

A partnership is terminated when its business is put in order for the purpose of bringing the partnership to an end by the process of settling accounting and liquidating assets and when it is then brought to an end, and, in this case, the partnership continued to exist after its sole asset had been liquidated and while the partners were engaged in the process of litigation concerning the distribution of partnership assets. 112 CA 213.
Conn. Gen. Stat. § 34-517 — Connecticut Code / Title 34 / Chapter 615 / Section 34-517
Sec. 34-517. Management of statutory trust.
Status: in_force

(b) A governing instrument may contain any provision relating to the management of the business and affairs of the statutory trust, and the rights, duties and obligations of the trustees, beneficial owners and other persons, which is not contrary to any provision or requirement of sections 34-500 to 34-547 , inclusive, and, without limitation:

(1) May provide for classes, groups or series of trustees or beneficial owners, or classes, groups or series of beneficial interests, having such relative rights, powers and duties as the governing instrument may provide, and may make provision for the future creation in the manner provided in the governing instrument of additional classes, groups or series of trustees, beneficial owners or beneficial interests, having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series of trustees, beneficial owners or beneficial interests;

(2) May establish or provide for the establishment of designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the statutory trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective;

(3) May provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge or other disposition of all or any part of the assets of the statutory trust or the assets of any series, or the dissolution of the statutory trust, or may provide for the taking of any action to create under the provisions of the governing instrument a class, group or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group or series of trustees or beneficial owners;

(4) May grant to, or withhold from, all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups or series of the trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class group, series or any other basis;

(5) May, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy or in any other manner, or any other matter with respect to the exercise of any such right to vote;

(6) May provide for the present or future creation of more than one statutory trust, including the creation of a future statutory trust to which all or any part of the assets, liabilities, profits or losses of any existing statutory trust will be transferred, and for the conversion of beneficial interests in an existing statutory trust, or series thereof, into beneficial interests in the separate statutory trust, or series thereof; or

(7) May provide for the appointment, election or engagement, either as agents or independent contractors of the statutory trust or as delegatees of the trustees, as officers, employees, managers or other persons who may manage the business and affairs of the statutory trust and may have such titles and such relative rights, powers and duties as the governing instrument shall provide. Except to the extent otherwise provided in the governing instrument of a statutory trust, the trustees shall choose and supervise such officers, managers, employees and other persons.

(c) To the extent that, at law or in equity, a trustee has duties, including fiduciary duties, and liabilities relating thereto to a statutory trust or to a beneficial owner:

(1) Any such trustee acting under a governing instrument shall not be liable to the statutory trust or to any such beneficial owner for any act or omission taken in good faith reliance on the provisions of such governing instrument; and

(2) The trustee's duties and liabilities may be expanded or restricted by provisions in a governing instrument.

(d) To the extent that, at law or in equity, an officer, employee, manager or other person designated pursuant to subdivision (7) of subsection (b) of this section has duties, including fiduciary duties, and liabilities relating thereto to a statutory trust, a beneficial owner or a trustee:

(1) Any such officer, employee, manager or other person acting under a governing instrument shall not be liable to the statutory trust, any beneficial owner or any trustee for any act or omission taken in good faith reliance on the provisions of such governing instrument; and

(2) The duties and liabilities of an officer, employee, manager or other person acting pursuant to subdivision (7) of subsection (b) of this section may be expanded or restricted by provisions in a governing instrument.
Conn. Gen. Stat. § 34-419 — Connecticut Code / Title 34 / Chapter 614 / Section 34-419
Sec. 34-419. (Formerly Sec. 34-81b). Domestic limited liability partnership: Filing of certificate.
Status: in_force

(b) The status of a partnership as a registered limited liability partnership, and the liability of the partners for debts, obligations and liabilities of or chargeable to the partnership, shall not be affected by errors or subsequent changes in the information stated in a certificate of limited liability partnership filed under this section or a report filed under section 34-420 .
Conn. Gen. Stat. § 34-20d — Connecticut Code / Title 34 / Chapter 610 / Section 34-20d
Sec. 34-20d. Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof.
Status: in_force

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Conn. Gen. Stat. § 34-279h — Connecticut Code / Title 34 / Chapter 613a / Section 34-279h
Sec. 34-279h. Merger authorized.
Status: in_force

(b) A plan of merger must be in a record and must include: (1) The name and form of each merging limited liability company; (2) the name and form of the surviving limited liability company and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the transferable interests in each merging limited liability company into any combination of money, transferable interests in the surviving limited liability company, and other consideration; (4) if the surviving limited liability company is to be created by the merger, the surviving limited liability company's organizational documents that are proposed to be in a record; and (5) if the surviving limited liability company is not to be created by the merger, any amendments to be made by the merger to the surviving limited liability company's organizational documents that are, or are proposed to be, in a record.
Conn. Gen. Stat. § 34-279k — Connecticut Code / Title 34 / Chapter 613a / Section 34-279k
Sec. 34-279k. Effect of merger.
Status: in_force

(1) The surviving limited liability company continues or comes into existence;

(2) Each merging limited liability company that merges into the surviving limited liability company ceases to exist as a separate entity;

(3) All property owned by each merging limited liability company that ceases to exist vests in the surviving limited liability company;

(4) All debts, obligations or other liabilities of each merging limited liability company that ceases to exist continue as debts, obligations or other liabilities of the surviving limited liability company;

(5) An action or proceeding pending by or against any merging limited liability company that ceases to exist may be continued as if the merger had not occurred;

(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each merging limited liability company that ceases to exist vest in the surviving limited liability company;

(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) Except as otherwise agreed, if a merging limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 34-267 to 34-267g , inclusive;

(9) If the surviving limited liability company is created by the merger, the certificate of organization becomes effective; and

(10) If the surviving limited liability company preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the limited liability company become effective.

(b) A surviving limited liability company that is a foreign limited liability company consents to the jurisdiction of the courts of this state for the enforcement of any debt, obligation or other liability owed by a merging limited liability company if before the merger the merging limited liability company was subject to suit in this state on the debt, obligation or other liability. A surviving limited liability company that is a foreign limited liability company and not authorized to transact business in this state appoints the Secretary of the State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Secretary of the State under this subsection must be made in the same manner and has the same consequences as in subsections (c) and (d) of section 34-243r .

(c) The transferable interests in a limited liability company that are to be converted under the terms of the plan of merger are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger and to any appraisal rights they have under section 34-279f and the merging limited liability company's organic law.
Conn. Gen. Stat. § 34-538 — Connecticut Code / Title 34 / Chapter 615 / Section 34-538
Sec. 34-538. Revocation of certificate of registration.
Status: in_force

(b) On the happening of the events set out in subdivision (1), (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days written notice to the foreign statutory trust that said secretary intends to revoke the certificate of registration of such foreign statutory trust for one of said causes, specifying the same. Such notice shall be given by registered or certified mail addressed to the foreign statutory trust 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 statutory trust establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration 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 stated in the notice, said secretary shall revoke the certificate of registration of such foreign statutory trust to transact business in this state.

(c) Upon revoking the certificate of registration of any foreign statutory trust, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such foreign statutory trust at its address as last shown on said secretary's records. The filing of such certificate shall cause the authority of a foreign statutory trust to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign statutory trust of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign statutory trust in this state.
Conn. Gen. Stat. § 34-613 — Connecticut Code / Title 34 / Chapter 616 / Section 34-613
Sec. 34-613. Approval of plan of merger.
Status: in_force

(1) By a domestic merging entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or (B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic merging entity that shall have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of such entity's interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.

(b) A merger involving a foreign merging entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
Conn. Gen. Stat. § 34-372 — Connecticut Code / Title 34 / Chapter 614 / Section 34-372
Sec. 34-372. Events causing dissolution and winding up of partnership business.
Status: in_force

(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions (2) to (10), inclusive, of section 34-355 of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

(2) In a partnership for a definite term or particular undertaking: (A) Within ninety days after a partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under subsection (b) of section 34-356 , the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business; (B) the express will of all of the partners to wind up the partnership business; or (C) the expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (B) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (B) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Conn. Gen. Stat. § 34-18 — Connecticut Code / Title 34 / Chapter 610 / Section 34-18
Sec. 34-18. Rights of limited partner.
Status: in_force

(1) Inspect and copy any of the partnership records required to be maintained by section 34-13c ; and

(2) Obtain from the general partners from time to time on reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
Conn. Gen. Stat. § 34-349 — Connecticut Code / Title 34 / Chapter 614 / Section 34-349
Sec. 34-349. Partner's transferable interest subject to charging order.
Status: in_force

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed: (1) By the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(d) Sections 34-300 to 34-399 , inclusive, do not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
Conn. Gen. Stat. § 34-247h — Connecticut Code / Title 34 / Chapter 613a / Section 34-247h
Sec. 34-247h. Correcting filed record.
Status: in_force

(b) To correct a filed record, a person on whose behalf the record was delivered to the Secretary of the State shall deliver to the Secretary of the State for filing a statement of correction.

(c) A statement of correction: (1) May not state a delayed effective date; (2) may not state an effective date before the original filing date or more than ninety days after the original filing date; (3) must be signed by the person correcting the filed record; (4) must identify the filed record to be corrected; (5) must specify the inaccuracy or defect to be corrected; and (6) must correct the inaccuracy or defect.

(d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of subsection (d) of section 34-243b and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
Conn. Gen. Stat. § 34-275f — Connecticut Code / Title 34 / Chapter 613a / Section 34-275f
Sec. 34-275f. Transfer of registration.
Status: in_force

(1) The name of the registered foreign limited liability company before the merger;

(2) That before the merger the registration pertained to a foreign limited liability company;

(3) The name of the applicant foreign limited liability company into which the foreign limited liability company has merged, and, if the name does not comply with section 34-243k , an alternate name adopted pursuant to subsection (a) of section 34-275e ;

(4) The governing jurisdiction of the applicant foreign limited liability company;

(5) The street and mailing addresses of the principal office of the applicant foreign limited liability company and, if the law of the foreign limited liability company's governing jurisdiction requires the foreign limited liability company to maintain an office in that jurisdiction, the street and mailing addresses of that office;

(6) The name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by subsection (b) of section 34-247 ;

(7) The name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For the purposes of this subdivision, a showing of good cause shall include, but need not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk; and

(8) The electronic mail address, if any, of the foreign limited liability company.

(b) When an application for transfer of registration takes effect, the registration of the foreign limited liability company to transact business in this state is transferred without interruption to the foreign limited liability company into which the foreign company has merged.
Conn. Gen. Stat. § 34-303 — Connecticut Code / Title 34 / Chapter 614 / Section 34-303
Sec. 34-303. Effect of partnership agreement. Nonwaivable provisions.
Status: in_force

(b) The partnership agreement may not:

(1) Vary the rights and duties under section 34-305 except to eliminate the duty to provide copies of statements to all of the partners;

(2) Unreasonably restrict the right of access to books and records under subsection (b) of section 34-337 ;

(3) Eliminate the duty of loyalty under subsection (b) of section 34-338 or subdivision (3) of subsection (b) of section 34-357 , but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(4) Unreasonably reduce the duty of care under subsection (c) of section 34-338 or subdivision (3) of subsection (b) of section 34-357 ;

(5) Eliminate the obligation of good faith and fair dealing under subsection (d) of section 34-338 , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(6) Vary the power to dissociate as a partner under subsection (a) of section 34-356 , except to require the notice under subdivision (1) of section 34-355 to be in writing;

(7) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 34-355 ;

(8) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5) or (6) of section 34-372 ; or

(9) Restrict rights of third parties under sections 34-300 to 34-399 , inclusive.

Subsec. (a):

Remaining partner's claim to compel valuation conflicts with Sec. 34-362(i) and trial court has no equitable power to compel valuation because act governs matters not governed by partnership agreement. 293 C. 60.
Conn. Gen. Stat. § 34-255f — Connecticut Code / Title 34 / Chapter 613a / Section 34-255f
Sec. 34-255f. Management of limited liability company.
Status: in_force

(1) Expressly provides that: (A) The company is or will be “manager-managed”; (B) the company is or will be “managed by managers”; or (C) management of the company is or will be “vested in managers”; or

(2) Includes words of similar import.

(b) In a member-managed limited liability company, the following rules apply:

(1) Except as expressly provided in sections 34-243 to 34-283d , inclusive, the management and conduct of the company are vested in the members.

(2) Matters in the ordinary course of the activities of the company shall be decided by the affirmative vote or consent of a majority in interest of the members.

(3) The affirmative vote or consent of two-thirds in interest of the members is required to: (A) Undertake an act outside the ordinary course of the company's activities and affairs; or (B) approve a transaction under the Connecticut Entity Transactions Act.

(4) The affirmative vote or consent of all of the members is required to amend the operating agreement or to amend the certificate of organization.

(c) In a manager-managed limited liability company, the following rules apply:

(1) Except as expressly provided in sections 34-243 to 34-283d , inclusive, any matter relating to the activities and affairs of the company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers.

(2) Each manager has equal rights in the management and conduct of the company's activities and affairs.

(3) The affirmative vote or consent of two-thirds in interest of the members is required to: (A) Undertake an act outside the ordinary course of the company's activities and affairs; or (B) approve a transaction under the Connecticut Entity Transactions Act.

(4) The affirmative vote or consent of all of the members is required to amend the operating agreement or to amend the certificate of organization.

(5) A manager may be chosen at any time by the affirmative vote or consent of a majority in interest of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority in interest of the members without notice or cause.

(6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.

(7) A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members which the person incurred while a manager.

(d) An action requiring the vote or consent of members under sections 34-243 to 34-283d , inclusive, may be taken without a meeting, and a member may appoint a proxy or other agent to vote, consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

(e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.

(f) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.

(g) A payment or advance made by a member that gives rise to an obligation of the limited liability company under subsection (f) of this section or subsection (a) of section 34-255g constitutes a loan to the company.

(h) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.
Conn. Gen. Stat. § 34-634 — Connecticut Code / Title 34 / Chapter 616 / Section 34-634
Sec. 34-634. Amendment or abandonment of plan of conversion.
Status: in_force

(b) After a plan of conversion has been approved by a domestic converting entity and before a certificate of conversion becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of conversion is abandoned after a certificate of conversion has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the entity, shall be filed with the Secretary of the State before such time as the certificate of conversion becomes effective. The certificate of abandonment shall take effect upon its filing and the conversion shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the converting entity; (2) the date on which the certificate of conversion was filed; and (3) a statement that the conversion has been abandoned in accordance with this section.
Conn. Gen. Stat. § 34-413 — Connecticut Code / Title 34 / Chapter 614 / Section 34-413
Sec. 34-413. (Formerly Sec. 34-81z). Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State.
Status: reserved

(a) Fees for filing documents and processing certificates: (1) Filing application to reserve a registered limited liability partnership name or to cancel a reserved limited liability partnership name, sixty dollars; (2) filing transfer of reserved registered limited liability partnership name, sixty dollars; (3) filing change of address of statutory agent or change of statutory agent, fifty dollars; (4) filing certificate of limited liability partnership, one hundred twenty dollars; (5) filing amendment to certificate of limited liability partnership, one hundred twenty dollars; (6) filing certificate of authority to transact business in this state, including appointment of statutory agent, one hundred twenty dollars; (7) filing amendment to certificate of authority to transact business in this state, one hundred twenty dollars; (8) filing an annual report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, eighty dollars; (9) filing statement of merger, sixty dollars; and (10) filing certificate of reinstatement, one hundred twenty dollars.

(b) Miscellaneous charges: (1) For preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a registered limited liability partnership or foreign registered limited liability partnership: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (2) for the issuance of a certification of legal existence of a registered limited liability partnership, forty dollars; (3) for the issuance of a certificate of legal existence which certificate may reflect any and all changes of registered limited liability partnership names and the dates of filing thereof, eighty dollars; (4) for the issuance of a certificate of legal existence reflecting amendments and the date or dates of filing thereof, one hundred twenty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.
Conn. Gen. Stat. § 34-390 — Connecticut Code / Title 34 / Chapter 614 / Section 34-390
Sec. 34-390. Statement of merger.
Status: in_force

(b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation:

(1) The name of each partnership that is a party to the merger;

(2) The name of the survivor into which the other partnerships were merged; and

(3) The street address of the survivor's chief executive office and of an office in this state, if any.

(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323 , property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.

(d) For the purposes of section 34-323 , real property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305 , stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section.
Conn. Gen. Stat. § 34-612 — Connecticut Code / Title 34 / Chapter 616 / Section 34-612
Sec. 34-612. Plan of merger.
Status: in_force

(1) As to each merging entity, the entity's name, jurisdiction of organization and type;

(2) If the surviving entity is to be created in the merger, a statement to that effect and such entity's name, jurisdiction of organization and type;

(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination thereof;

(4) If the surviving entity exists before the merger, any proposed amendments to such entity's public organic document or to such entity's private organic rules that are, or are proposed to be, in a record;

(5) If the surviving entity is to be created in the merger, such entity's proposed public organic document, if any, and the full text of such entity's private organic rules that are proposed to be in a record;

(6) The other terms and conditions of the merger; and

(7) Any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.

(b) A plan of merger may contain any other provision not prohibited by law.
Conn. Gen. Stat. § 34-247a — Connecticut Code / Title 34 / Chapter 613a / Section 34-247a
Sec. 34-247a. Amendment or restatement of certificate of organization.
Status: in_force

(b) To amend its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing an amendment stating: (1) The name of the company; and (2) the amendment.

(c) To restate its certificate of organization, a limited liability company shall deliver to the Secretary of the State for filing a restatement, designated as such in its heading.

(d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (1) Cause the certificate of organization to be amended; or (2) if appropriate, deliver to the Secretary of the State for filing a statement of change under section 34-243o or a statement of correction under section 34-247h .
Conn. Gen. Stat. § 34-247k — Connecticut Code / Title 34 / Chapter 613a / Section 34-247k
Sec. 34-247k. Annual report.
Status: in_force

(1) The name of the company;

(2) The street address and mailing address of its principal office;

(3) The name, business address and residence address of at least one member or manager, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For purposes of this subdivision, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk;

(4) The name and address of the registered agent;

(5) A valid electronic mail address where the Secretary of the State can communicate with the company or its filing agent;

(6) In the case of a foreign limited liability company, any alternate name adopted under section 34-275e , its governing jurisdiction and if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and

(7) The limited liability company's or registered foreign limited liability company's North American Industry Classification System Code.

(b) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.

(c) The first annual report must be filed with the Secretary of the State after January first and before April first of the year following the calendar year in which the limited liability company was formed or the registered foreign limited liability company registered to do business in this state. Subsequent annual reports must be filed with the Secretary of the State after January first and before April first of each calendar year thereafter.

(d) If an annual report does not contain the information required by this section, the Secretary of the State promptly shall notify the reporting limited liability company or registered foreign limited liability company and return the report for correction.

(e) Upon the request of a limited liability company or a registered foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited liability company or the registered foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown. For purposes of this section, electronic transmission shall be limited to online filing utilizing the Internet or any newer mode of computer-aided, automated filing designated by the Secretary of the State for annual report filing.

(f) If the manager or member named in a limited liability company's or a registered foreign limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title, business address and residence address of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.

(g) If any information required in the annual report, except for the limited liability company's name, changes after the limited liability company has filed its most current annual report and not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (a) of this section. The filing fee for an amended annual report is twenty-five dollars.
Conn. Gen. Stat. § 34-10a — Connecticut Code / Title 34 / Chapter 610 / Section 34-10a
Sec. 34-10a. Execution of certificates.
Status: in_force

(1) An original certificate of limited partnership must be signed by all general partners named therein;

(2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner;

(3) A certificate of cancellation must be signed by all general partners; and

(4) A certificate of merger or consolidation affecting a domestic limited partnership must be signed by at least one general partner of the domestic limited partnership.

(b) Any person may sign a certificate by an attorney-in-fact.

(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of false statement that the facts stated therein are true.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Conn. Gen. Stat. § 34-243x — Connecticut Code / Title 34 / Chapter 613a / Section 34-243x
Sec. 34-243x. Interrogatories by Secretary of the State.
Status: in_force

(b) Each limited liability company, domestic or foreign, and each member or manager of a limited liability company, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such company, member or manager by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.

(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be open to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as the Secretary's official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
Conn. Gen. Stat. § 34-408 — Connecticut Code / Title 34 / Chapter 614 / Section 34-408
Sec. 34-408. (Formerly Sec. 34-81u). Domestic and foreign limited liability partnerships: Statutory agent for service.
Status: in_force

(b) A registered limited liability partnership which does not have its principal office in this state or a foreign registered limited liability partnership shall appoint a statutory agent for service by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the registered limited liability partnership or the foreign registered limited liability partnership; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence addresses thereof; if the statutory agent is an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

(c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the registered limited liability partnership shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the registered limited liability partnership shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the registered limited liability partnership at its principal office. Upon the expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. A registered limited liability partnership may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.
Conn. Gen. Stat. § 34-243f — Connecticut Code / Title 34 / Chapter 613a / Section 34-243f
Sec. 34-243f. Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company.
Status: in_force

(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under subdivision (2) of subsection (b) of section 34-259b to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (2) is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.

(c) If a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and contains a provision that would be ineffective under subsection (c) of section 34-243d or subdivision (3) of subsection (d) of section 34-243d if contained in the operating agreement, the provision is ineffective in the record.

(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and conflicts with a provision of the operating agreement: (1) The agreement prevails as to members, persons dissociated as members, transferees and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record.
Conn. Gen. Stat. § 34-539 — Connecticut Code / Title 34 / Chapter 615 / Section 34-539
Sec. 34-539. Transaction of business without registration.
Status: in_force

(b) The failure of a foreign statutory trust to register in this state does not: (1) Impair the validity of any contract or act of the foreign statutory trust; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign statutory trust from defending any action, suit or proceeding in any court of this state.

(c) A foreign statutory trust, by transacting business in this state without a certificate of registration, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state.

(d) A foreign statutory trust which transacts business in this state without a valid certificate of registration shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such statutory trust had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign statutory trust is further liable to this state, for each month or part thereof during which it transacted business without a valid certificate of registration, in an amount equal to three hundred dollars, except that a foreign statutory trust which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection not later than three years after the date of the levy assessed by the Secretary of the State.

(e) The civil penalty set forth in subsection (d) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign statutory trust has transacted business in this state in violation of sections 34-500 to 34-547 , inclusive, the court shall, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign statutory trust and the further exercise of any rights and privileges of a statutory trust in this state. The foreign statutory trust shall be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign statutory trust has otherwise complied with the provisions of said sections.

(f) A beneficiary of a foreign statutory trust is not liable for the debts and obligations of the statutory trust because that statutory trust transacted business in this state without a valid certificate of registration.
Conn. Gen. Stat. § 34-615 — Connecticut Code / Title 34 / Chapter 616 / Section 34-615
Sec. 34-615. Certificate of merger; effective date.
Status: in_force

(b) A certificate of merger shall contain:

(1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity;

(2) The name, jurisdiction of organization and type of the surviving entity;

(3) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective, which shall not be later than ninety days after the date of filing;

(4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;

(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the plan of merger;

(6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;

(7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its certificate of limited liability partnership, as an attachment; and

(8) If the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the Secretary of the State may send any process served on the Secretary of the State pursuant to subsection (e) of section 34-616 .

(c) In addition to the requirements of subsection (b) of this section, a certificate of merger may contain any other provision not prohibited by law.

(d) If the surviving entity is a domestic entity, its public organic document, if any, shall satisfy the requirements of the law of this state, except it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.

(e) A certificate of merger becomes effective upon the date and time of its filing or the date and time specified in the certificate of merger.
Conn. Gen. Stat. § 34-13b — Connecticut Code / Title 34 / Chapter 610 / Section 34-13b
Sec. 34-13b. Specified office and agent for service of process.
Status: in_force

(b) Each limited partnership shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: (1) A natural person who is a resident of this state; (2) a domestic corporation; (3) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) A limited partnership's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment. The initial written appointment of the statutory agent for service of process shall be included in the original certificate of limited partnership. All subsequent written appointments shall be in such form as the secretary shall prescribe. All written appointments shall set forth: (1) The name of the statutory agent for service; (2) a statement of acceptance by the statutory agent therein appointed; and (3) if the statutory agent is a natural person, the business and residence address thereof; if the statutory agent is a corporation organized under the laws of this state, the address of the principal office thereof; if the statutory agent is a corporation not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case the address shall include the street and number or other particular designation. Subsequent appointments shall, in addition, set forth the name of the limited partnership.

(d) The initial written appointment shall be signed by the statutory agent therein appointed. Subsequent written appointments shall be signed by a general partner of the appointing limited partnership and by the statutory agent therein appointed.

(e) If a statutory agent for service dies, dissolves, removes from the state or resigns, the limited partnership shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its business or residence address within the state from that appearing upon the record in the office of the Secretary of the State, the agent for service of process or the limited partnership shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the limited partnership, at the office designated in the certificate of limited partnership. Upon the expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. A limited partnership may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

(f) Notwithstanding the provisions of subsection (d) of section 52-57 , any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a limited partnership which is subject to the provisions of this section, may be served upon the limited partnership's statutory agent for service by any proper officer or other person lawfully empowered to make service.

(g) If it appears from the records of the Secretary of the State that such a limited partnership has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon a limited partnership's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of process, notice or demand on such limited partnership may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof, together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to such office, and (2) depositing in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such limited partnership at the office designated in the certificate of limited partnership.

(h) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (g) of this section and keep a record of the day and hour of such receipt. Service made as provided in this section shall be effective as of such day and hour.

(i) Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited partnership in any other manner permitted by law.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October, 1986.

Cited. 210 C. 71.
Conn. Gen. Stat. § 34-19 — Connecticut Code / Title 34 / Chapter 610 / Section 34-19
Sec. 34-19. Person erroneously believing himself a limited partner not a general partner, when.
Status: in_force

(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of the State a certificate declaring withdrawal under this section.

(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise (1) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (2) before an appropriate certificate is filed to show that the person is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 210 C. 71.
Conn. Gen. Stat. § 34-326 — Connecticut Code / Title 34 / Chapter 614 / Section 34-326
Sec. 34-326. Partnership liable for partner's actionable conduct.
Status: in_force

(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.

To hold partnership liable for a fraud committed by one partner, the fraud must have been committed in the course of partnership business. 70 CA 427.
Conn. Gen. Stat. § 34-27a — Connecticut Code / Title 34 / Chapter 610 / Section 34-27a
Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.
Status: in_force

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in the partnership agreement and in section 34-25 , and to return distributions as provided in section 34-25a . However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 34-14 and 34-25 .

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 35 CA 81.
Conn. Gen. Stat. § 34-9 — Connecticut Code / Title 34 / Chapter 610 / Section 34-9
Sec. 34-9. Definitions.
Status: in_force

(1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.

(2) “Certificate of limited partnership” means the certificate referred to in section 34-10 and the certificate as amended or restated.

(3) “Consolidation” means a business combination pursuant to section 34-33b .

(4) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

(5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

(6) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u , inclusive.

(7) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(8) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 34-28 .

(9) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.

(10) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(11) “Interests” means the proprietary interests in an other entity.

(12) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(13) “Limited partnership” and “domestic limited partnership” means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners.

(14) “Merger” means a business combination pursuant to section 34-33a .

(15) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.

(16) “Other entity” means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

(17) “Partner” means a limited or general partner.

(18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(20) “Party to a consolidation” means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation.

(21) “Party to a merger” means any domestic or foreign limited partnership or other entity that will merge under a plan of merger.

(22) “Person” means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation.

(23) “Plan of merger” means a plan entered into pursuant to section 34-33a .

(24) “Plan of consolidation” means a plan entered into pursuant to section 34-33b .

(25) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(26) “State” means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

(27) “Survivor” means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships in existence before October 1, 1986.

Cited. 222 C. 361.
Conn. Gen. Stat. § 34-243l — Connecticut Code / Title 34 / Chapter 613a / Section 34-243l
Sec. 34-243l. Reservation of name.
Status: reserved

(b) The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
Conn. Gen. Stat. § 34-420 — Connecticut Code / Title 34 / Chapter 614 / Section 34-420
Sec. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report.
Status: in_force

(b) Each annual report shall set forth: (1) The name of the registered limited liability partnership; (2) the registered limited liability partnership's current principal office address; (3) the valid electronic mail address of the registered limited liability partnership; (4) the name and address of the registered agent; and (5) the registered limited liability partnership's North American Industry Classification System Code.

(c) Each annual report shall be executed in accordance with section 34-410 and be accompanied by the filing fee established in section 34-413 . The Secretary of the State shall deliver to each registered limited liability partnership at its principal office or electronic mail address, as shown on the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a registered limited liability partnership of the requirement of filing the report as provided in this section.

(d) If any information required in the annual report, except for the registered limited liability partnership's name, changes after the registered limited liability partnership has filed its most current annual report and not later than thirty days preceding the month during which the registered limited liability partnership's next annual report becomes due, the registered limited liability partnership shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (b) of this section. The filing fee for an amended annual report is twenty-five dollars.
Conn. Gen. Stat. § 34-38s — Connecticut Code / Title 34 / Chapter 610 / Section 34-38s
Sec. 34-38s. Foreign limited partnerships. Annual report.
Status: in_force

(b) Each annual report shall set forth: (1) The name of the foreign limited partnership and, if different, the name under which such foreign limited partnership transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; (3) the valid electronic mail address of the foreign limited partnership; and (4) the foreign limited partnership's North American Industry Classification System Code.

(c) Each annual report shall be executed in accordance with section 34-10a and be accompanied by the filing fee established in section 34-38n . The Secretary of the State shall deliver to each foreign limited partnership at its principal office or its electronic mail address, as last shown by his records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign limited partnership of the requirement of filing the report as provided in this section.
Conn. Gen. Stat. § 34-275b — Connecticut Code / Title 34 / Chapter 613a / Section 34-275b
Sec. 34-275b. Foreign registration certificate.
Status: in_force

(1) The name of the company and, if the name does not comply with section 34-243k , an alternate name adopted pursuant to subsection (a) of section 34-275e ;

(2) That the company is a foreign limited liability company;

(3) The name of the company's governing jurisdiction;

(4) The street and mailing addresses of the company's principal office and, if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office;

(5) The name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by section 34-243n and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;

(6) The name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For the purposes of this subdivision, a showing of good cause shall include, but need not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk;

(7) The valid electronic mail address of the foreign limited liability company; and

(8) The foreign limited liability company's North American Industry Classification System Code.

(b) When delivering to the Secretary of the State a foreign registration certificate that is completed in accordance with the provisions of subsection (a) of this section, the foreign limited liability company shall also deliver a certificate of existence, or a document of similar import, duly authenticated by the Secretary of the State or other official having custody of corporate records in the state or country under whose law it is formed.
Conn. Gen. Stat. § 34-243d — Connecticut Code / Title 34 / Chapter 613a / Section 34-243d
Sec. 34-243d. Operating agreement: Scope, function and limitations.
Status: in_force

(b) To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, the provisions of sections 34-243 to 34-283d , inclusive, govern the matter.

(c) An operating agreement may not: (1) Vary the law applicable under section 34-243c ; (2) vary a limited liability company's capacity under subsection (a) of section 34-243h , to sue and be sued in its own name; (3) vary any requirement, procedure or other provision of sections 34-243 to 34-283d , inclusive, pertaining to: (A) Registered agents; or (B) the Secretary of the State, including provisions pertaining to records authorized or required to be delivered to the Secretary of the State for filing under sections 34-243 to 34-283d , inclusive; (4) vary the provisions of section 34-247c ; (5) alter or eliminate the duty of loyalty or the duty of care, except as provided in subsection (d) of this section; (6) eliminate the implied contractual obligation of good faith and fair dealing under subsection (d) of section 34-255h , except that the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured; (7) relieve or exonerate a person from liability for conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; (8) unreasonably restrict the duties and rights under section 34-255i , except that the operating agreement may impose reasonable restrictions on the availability and use of information obtained under said section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (9) vary the causes of dissolution specified in subdivisions (4) and (5) of subsection (a) of section 34-267 ; (10) vary the requirement to wind up the company's activities and affairs as specified in subsections (a) and (e) of section 34-267a and subdivision (1) of subsection (b) of section 34-267a ; (11) unreasonably restrict the right of a member to maintain an action under sections 34-271 to 34-271e , inclusive; (12) vary the provisions of section 34-271d , except that the operating agreement may provide that the company may not have a special litigation committee; (13) vary the required contents of a plan of merger under subsection (b) of section 34-279h or, a plan of interest exchange under section 34-279m ; or (14) except as provided in section 34-243e and subsection (b) of section 34-243f , restrict the rights under sections 34-243 to 34-283d , inclusive, of a person other than a member or manager.

(d) Subject to subdivision (7) of subsection (c) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply: (1) The operating agreement may: (A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested persons after full disclosure of all material facts; and (B) alter the prohibition on making a distribution under subdivision (2) of subsection (a) of section 34-255d so that the prohibition requires only that the company's total assets not be less than the sum of its total liabilities. (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under sections 34-243 to 34-283d , inclusive, and imposes the responsibility on one or more other members, the operating agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility which would have pertained to the responsibility. (3) If not manifestly unreasonable, the operating agreement may: (A) Alter or eliminate the aspects of the duty of loyalty set forth in subsections (b) and (i) of section 34-255h ; (B) identify specific types or categories of activities that do not violate the duty of loyalty; (C) alter the duty of care, but may not authorize conduct involving bad faith, wilful or intentional misconduct, or knowing violation of law; and (D) alter or eliminate any other fiduciary duty.

(e) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subdivision (6) of subsection (c) of this section or subdivision (3) of subsection (d) of this section. The court: (1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (2) may invalidate the term only if, in light of the purposes, activities and affairs of the limited liability company, it is readily apparent that: (A) The objective of the term is unreasonable; or (B) the term is an unreasonable means to achieve the term's objective.
Conn. Gen. Stat. § 34-17 — Connecticut Code / Title 34 / Chapter 610 / Section 34-17
Sec. 34-17. General powers and liabilities of general partners.
Status: in_force

(b) Except as provided in this chapter, a general partner of a limited partnership shall have all the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership shall have all the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

Cited. 228 C. 206; 232 C. 405.

Cited. 36 CS 619.
Conn. Gen. Stat. § 34-400 — Connecticut Code / Title 34 / Chapter 614 / Section 34-400
Sec. 34-400. (Formerly Sec. 34-81a). Recognition and regulation of partnerships.
Status: in_force

(2) It is the intent of the legislature that the legal existence of registered limited liability partnerships formed and existing pursuant to an agreement governed by sections 34-300 to 34-434 , inclusive, be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.

(3) It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by sections 34-300 to 34-434 , inclusive, including the liability of partners for debts, obligations and liabilities chargeable to partnerships, shall be subject to and governed by the laws of this state.

(4) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the state in which it is registered as a registered limited liability partnership.
Conn. Gen. Stat. § 34-13a — Connecticut Code / Title 34 / Chapter 610 / Section 34-13a
Sec. 34-13a. Reservation of name.
Status: reserved

(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;

(2) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;

(3) Any foreign limited partnership intending to register in this state and adopt that name; and

(4) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.

(b) The reservation shall be made by filing with the Secretary of the State an application, executed by the applicant, to reserve a specified name. If the Secretary of the State finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

(c) Any person for whom a specified limited partnership name has been reserved pursuant to subsection (b) of this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of limited partnership name, together with the applicable fee.
Conn. Gen. Stat. § 34-607 — Connecticut Code / Title 34 / Chapter 616 / Section 34-607
Sec. 34-607. Appraisal rights.
Status: in_force

(b) An interest holder of a domestic merging, acquired, converting or domesticating entity shall be entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided (1) in the entity's organic rules; (2) in the plan; or (3) in the case of a business corporation, by action of its governors.

(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, sections 33-855 to 33-868 , inclusive, shall apply to the extent practicable or as otherwise provided in the entity's organic rules or the plan.
Conn. Gen. Stat. § 34-255g — Connecticut Code / Title 34 / Chapter 613a / Section 34-255g
Sec. 34-255g. Reimbursement, indemnification, advancement and insurance.
Status: in_force

(b) In the ordinary course of its duties and affairs, a limited liability company may indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation or other liability incurred by the person by reason of the person's former or present capacity as a member, manager or officer if the claim, demand, debt, obligation or other liability does not arise from the person's breach of section 34-255d , 34-255f or 34-255h .

(c) A limited liability company shall indemnify and hold harmless a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding with respect to any claim or demand against the person by reason of the person's former or present capacity as a member, manager or officer of the company from and against reasonable expenses, including attorney's fees and costs incurred by the person in connection with such claim or demand. As used in this subsection, “proceeding” means any threatened, pending or completed action, arbitration, investigation, suit or proceeding, whether civil, criminal or administrative and whether formal or informal.

(d) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member, manager or officer of the company if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.

(e) A limited liability company may purchase and maintain insurance on behalf of a member, manager or officer of the company against liability asserted against or incurred by the member, manager or officer in that capacity or arising from that status even if, under subdivision (7) of subsection (c) of section 34-243d , the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
Conn. Gen. Stat. § 34-15 — Connecticut Code / Title 34 / Chapter 610 / Section 34-15
Sec. 34-15. Liability of limited partners to third parties.
Status: in_force

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section by virtue of his possessing or exercising one or more of the following powers:

(1) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation;

(2) Consulting with and advising a general partner with respect to the business of the limited partnership;

(3) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

(4) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

(5) Requesting or attending a meeting of partners; or

(6) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

(i) The dissolution and winding up of the limited partnership;

(ii) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;

(iii) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(iv) A change in the nature of the business;

(v) The removal of a general partner or limited partner;

(vi) The admission of a general partner or limited partner;

(vii) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(viii) An amendment to the partnership agreement or certificate of limited partnership;

(ix) A merger or consolidation of a limited partnership; or

(x) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states, in writing, may be subject to the approval or disapproval of limited partners;

(7) Winding up the limited partnership pursuant to section 34-28c ; or

(8) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the control of the business of the limited partnership.

(d) A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by subdivision (2) of section 34-13 , is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Conn. Gen. Stat. § 34-255e — Connecticut Code / Title 34 / Chapter 613a / Section 34-255e
Sec. 34-255e. Liability for improper distributions.
Status: in_force

(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability set forth in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.

(c) A person that receives a distribution knowing that the distribution violated section 34-255d is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 34-255d .

(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may implead: (1) Any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and (2) any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.

(e) An action under this section is barred unless commenced not later than two years after the distribution.
Conn. Gen. Stat. § 34-374 — Connecticut Code / Title 34 / Chapter 614 / Section 34-374
Sec. 34-374. Right to wind up partnership business.
Status: in_force

(b) The legal representative of the last surviving partner may wind up a partnership's business.

(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 34-378 , settle disputes by mediation or arbitration and perform other necessary acts.
Conn. Gen. Stat. § 34-38o — Connecticut Code / Title 34 / Chapter 610 / Section 34-38o
Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state.
Status: in_force

(b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership shall not be considered to be transacting business in this state, for purposes of this chapter, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes, but nothing in this subdivision shall entitle a foreign limited partnership to maintain suit in this state in violation of section 34-38 l ; (2) holding meetings of its members or carrying on other activities concerning its internal affairs; (3) maintaining bank accounts or borrowing money with or without security, even if such borrowings are repeated and continuous transactions; (4) maintaining offices or agencies for the transfer, exchange and registration of its partnership interests, or appointing and maintaining trustees or depositories with respect to its interests; (5) soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts; (6) creating evidences of debt, mortgages or liens on real or personal property; (7) taking security for or collecting debts due it or enforcing any rights in property securing the same; (8) transacting business in interstate commerce; (9) conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

Subsec. (b):

Subdivs. (1) and (7) interpreted together permit unregistered foreign limited partnership, generally not permitted to bring action in state, to bring action for foreclosure of mortgage. 49 CS 257.
Conn. Gen. Stat. § 34-534 — Connecticut Code / Title 34 / Chapter 615 / Section 34-534
Sec. 34-534. Issuance of registration.
Status: in_force

(b) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-500 to 34-547 , inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.
Conn. Gen. Stat. § 34-411 — Connecticut Code / Title 34 / Chapter 614 / Section 34-411
Sec. 34-411. (Formerly Sec. 34-81x). Domestic and foreign limited liability partnerships: Filing of documents.
Status: in_force

(b) When any document is required or permitted to be filed or recorded as provided in sections 34-300 to 34-434 , inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-300 to 34-434 , inclusive, to be filed with the Secretary of the State.

(d) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-300 to 34-434 , inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.
Conn. Gen. Stat. § 34-501 — Connecticut Code / Title 34 / Chapter 615 / Section 34-501
Sec. 34-501. Definitions.
Status: in_force

(1) “Beneficial owner” means any owner of a beneficial interest in a statutory trust. Beneficial ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in accordance with the applicable provisions of the governing instrument of the statutory trust.

(2) “Statutory trust” or “domestic statutory trust” means an unincorporated association which (A) is created by a trust instrument under which property is or will be held, managed, administered, controlled, invested, reinvested or operated, or business or professional activities are carried on or will be carried on, by a trustee or trustees for the benefit of such person or persons as are or may become entitled to a beneficial interest in the trust property, including but not limited to a trust of the type known at common law as a “business trust” or “Massachusetts trust” or “grantor trust”, or a trust qualifying as a real estate investment trust under Section 856 et seq., of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, or a trust qualifying as a real estate mortgage investment conduit under Section 860D of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, and (B) files a certificate of trust pursuant to section 34-503 . Any such association organized before or after October 1, 1997, shall be a statutory trust and a separate legal entity.

(3) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-500 to 34-547 , inclusive.

(4) “Foreign statutory trust” means any business trust, association or similar entity which is not organized under the laws of this state.

(5) “Governing instrument” means a trust instrument which creates a statutory trust and provides for the governance of the affairs of the statutory trust and the conduct of its business. A governing instrument: (A) May provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest; and (B) may consist of one or more agreements, instruments or other writings and may refer to or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees.

(6) “Other business entity” means a corporation, a limited liability company, a general or limited partnership, a limited liability partnership, a common law trust or any other unincorporated business.

(7) “Person” means a natural person, partnership, limited partnership, limited liability partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

(8) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(9) “Trustee” means the person or persons appointed as a trustee in accordance with the governing instrument of a statutory trust and may include one or more of the beneficial owners of the statutory trust.
Conn. Gen. Stat. § 34-38p — Connecticut Code / Title 34 / Chapter 610 / Section 34-38p
Sec. 34-38p. Foreign limited partnerships. Appointment of agent for service of process.
Status: in_force

(b) A foreign limited partnership's agent for service upon whom process may be served shall be: (1) The Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (4) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (5) a domestic limited liability company; (6) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) A foreign limited partnership's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g . A subsequent appointment of the Secretary of the State and his successors in office as a foreign limited partnership's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

(d) A foreign limited partnership's appointment of a natural person or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g . A foreign limited partnership's subsequent appointment of any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign limited partnership; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street and number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a general partner of the foreign limited partnership and, if other than the Secretary of the State, by the statutory agent therein appointed.

(e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited partnership shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign limited partnership or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the foreign limited partnership at the office designated in the certificate of registration filed pursuant to section 34-38g . Upon the expiration of thirty days after the mailing of such notice, the resignation shall be effective. A foreign limited partnership may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.
Conn. Gen. Stat. § 34-14 — Connecticut Code / Title 34 / Chapter 610 / Section 34-14
Sec. 34-14. Liability for false statement in certificates.
Status: in_force

(1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and

(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 34-33 .
Conn. Gen. Stat. § 34-275d — Connecticut Code / Title 34 / Chapter 613a / Section 34-275d
Sec. 34-275d. Activities not constituting transacting business in this state.
Status: in_force

(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;

(2) Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;

(3) Maintaining accounts in financial institutions;

(4) Maintaining offices or agencies for the transfer, exchange and registration of the securities of the company, or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;

(7) Creating or acquiring indebtedness, mortgages or security interests in property;

(8) Securing or collecting debts, or enforcing mortgages or security interests in property securing the debts, and foreclosing on, holding, protecting or maintaining any such property;

(9) Conducting an isolated transaction that is not in the course of similar transactions;

(10) Owning, without more, property;

(11) Voting securities or other equity ownership interests owned by the foreign limited liability company; and

(12) Transacting business in interstate commerce.

(b) A person does not transact business in this state solely because such person: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.

(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under law of this state other than sections 34-243 to 34-283d , inclusive.
Conn. Gen. Stat. § 34-279n — Connecticut Code / Title 34 / Chapter 613a / Section 34-279n
Sec. 34-279n. Approval of interest exchange.
Status: in_force

(b) An interest exchange involving a foreign limited liability company is not effective unless it is approved by the foreign limited liability company in accordance with the organic law of the foreign limited liability company.

(c) Except as otherwise provided in its organic law or organizational documents, the members of the acquiring limited liability company or foreign limited liability company are not required to approve the interest exchange.
Conn. Gen. Stat. § 34-532 — Connecticut Code / Title 34 / Chapter 615 / Section 34-532
Sec. 34-532. Appointment of agent for service of process.
Status: in_force

(b) A foreign statutory trust's agent for service upon whom process may be served shall be: (1) The Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (4) a corporation not organized under the laws of this state which has procured a certificate of authority to transact business or conduct its affairs in this state; (5) a domestic limited liability company; (6) a limited liability company not organized under the laws of this state which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a foreign statutory trust which has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) A foreign statutory trust's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-531 . A subsequent appointment of the Secretary of the State and his successors in office as a foreign statutory trust's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

(d) A foreign statutory trust's appointment of a natural person or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-531 . A foreign statutory trust's subsequent appointment of any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign statutory trust; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street and number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a trustee of the foreign statutory trust and, if other than the Secretary of the State, by the statutory agent therein appointed.

(e) If an agent dies, dissolves, removes from the state or resigns, the foreign statutory trust shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign statutory trust or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the foreign statutory trust at the office designated in the application for registration filed pursuant to section 34-531 . Upon the expiration of thirty days after the mailing of such notice, the resignation shall be effective. A foreign statutory trust may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.
Conn. Gen. Stat. § 34-412 — Connecticut Code / Title 34 / Chapter 614 / Section 34-412
Sec. 34-412. (Formerly Sec. 34-81y). Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State.
Status: in_force

(b) Each registered limited liability partnership or foreign registered limited liability partnership and each partner or employee thereof, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such partnership or such partner or employee by the Secretary of the State, as provided in subsection (a) of this section, shall be fined not more than five hundred dollars.

(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be open to public inspection, nor shall said secretary disclose any facts or information obtained therefrom except insofar as the official duties of said secretary may require the same to be made public, or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
Conn. Gen. Stat. § 34-624 — Connecticut Code / Title 34 / Chapter 616 / Section 34-624
Sec. 34-624. Amendment or abandonment of plan of interest exchange.
Status: in_force

(1) In the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; or

(2) By the governors or interest holders of the entity in the manner provided in the plan, except an interest holder that was entitled to vote on or consent to approval of the interest exchange shall be entitled to vote on or consent to any amendment of the plan that will change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by any of the interest holders of the acquired entity under the plan; (B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.

(b) After a plan of interest exchange has been approved by a domestic acquired entity and before a certificate of interest exchange becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of interest exchange is abandoned after a certificate of interest exchange has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the acquired entity, shall be filed with the Secretary of the State before such time as the certificate of interest exchange becomes effective. The certificate of abandonment shall take effect upon its filing and the interest exchange shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the acquired entity; (2) the date on which the certificate of interest exchange was filed; and (3) a statement that the interest exchange has been abandoned in accordance with this section.
Conn. Gen. Stat. § 34-243g — Connecticut Code / Title 34 / Chapter 613a / Section 34-243g
Sec. 34-243g. Nature, purpose and duration of limited liability company.
Status: in_force

(b) A limited liability company may have any lawful purpose, regardless of whether for profit.

(c) A limited liability company has perpetual duration.
Conn. Gen. Stat. § 34-357 — Connecticut Code / Title 34 / Chapter 614 / Section 34-357
Sec. 34-357. Effect of partner's dissociation.
Status: in_force

(b) Upon a partner's dissociation:

(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 34-374 ;

(2) The partner's duty of loyalty under subdivision (3) of subsection (b) of section 34-338 terminates; and

(3) The partner's duty of loyalty under subdivisions (1) and (2) of subsection (b) of section 34-338 and duty of care under subsection (c) of said section 34-338 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 34-374 .
Conn. Gen. Stat. § 34-38g — Connecticut Code / Title 34 / Chapter 610 / Section 34-38g
Sec. 34-38g. Foreign limited partnerships, registration with Secretary of the State.
Status: in_force

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Conn. Gen. Stat. § 34-13f — Connecticut Code / Title 34 / Chapter 610 / Section 34-13f
Sec. 34-13f. Failure to file report. Incorrect report.
Status: in_force

(b) The Secretary of the State shall not accept for filing a report from a limited partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a limited partnership does not conform to law, he may return it to the limited partnership for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the limited partnership shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the limited partnership shall be in default for failure to file two reports.
Conn. Gen. Stat. § 34-275a — Connecticut Code / Title 34 / Chapter 613a / Section 34-275a
Sec. 34-275a. Registration to transact business in this state.
Status: in_force

(b) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it is registered to transact business in this state.

(c) The failure of a foreign limited liability company to register to transact business in this state does not impair the validity of a contract or act of the company, or preclude it from defending an action or proceeding in this state.

(d) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to transact business in this state.

(e) Subsections (a) and (b) of section 34-275 apply even if a foreign limited liability company fails to register under sections 34-275 to 34-275i , inclusive.

(f) A foreign limited liability company, by transacting business in this state without a foreign registration certificate, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state. Such foreign limited liability company may be served in the manner provided in subsection (b) of section 34-243r .

(g) A foreign limited liability company which transacts business in this state without a valid foreign registration certificate shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited liability company had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign limited liability company is further liable to this state, for each month or part thereof during which it transacted business in this state without a valid foreign registration certificate, in an amount equal to three hundred dollars, except that a foreign limited liability company which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection not later than three years after the date of the levy assessed by the Secretary of the State.

(h) The civil penalty set forth in subsection (g) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of sections 34-275 to 34-275i , inclusive, the court shall, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any rights and privileges of a limited liability company in this state. The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign limited liability company has otherwise complied with the provisions of said sections.
Conn. Gen. Stat. § 34-247f — Connecticut Code / Title 34 / Chapter 613a / Section 34-247f
Sec. 34-247f. Effective date and time.
Status: in_force

(1) On the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e ;

(2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subdivision (1) of this section;

(3) At a specified delayed effective date and time, which may not be more than ninety days after the date of filing; or

(4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety days after the date of filing.
Conn. Gen. Stat. § 34-521 — Connecticut Code / Title 34 / Chapter 615 / Section 34-521
Sec. 34-521. Merger or consolidation.
Status: in_force

(b) If a statutory trust is merging or consolidating under this section, the statutory trust or other business entity surviving or resulting in or from the merger or consolidation shall deliver to the Secretary of the State for filing a certificate of merger or consolidation duly executed by each constituent party to such merger or consolidation setting forth:

(1) The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each statutory trust and other business entity which is to merge or consolidate;

(3) The name of the surviving or resulting statutory trust or other business entity;

(4) The effective date of the merger or consolidation if later than the date of filing of the certificate of merger or consolidation;

(5) That the executed agreement of merger or consolidation is on file at a principal place of business of the surviving or resulting statutory trust or other business entity and the address thereof;

(6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting statutory trust or other business entity, on request and without cost, to any beneficial owner of any statutory trust or any person holding an interest in any other business entity which is to merge or consolidate; and

(7) If the surviving or resulting entity is not a statutory trust or other business entity formed or organized or existing under the laws of this state, a statement that such surviving or resulting statutory trust or other business entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any statutory trust which is to merge or consolidate, irrevocably appointing the Secretary of the State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of the State. In the event of service under this subsection upon the Secretary of the State, the plaintiff in any such action, suit or proceeding shall furnish the Secretary of the State with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of the State, and the Secretary of the State shall notify such surviving or resulting statutory trust or other business entity thereof at all such addresses furnished by the plaintiff by letter, certified mail, return receipt requested. Such letter shall enclose a copy of the process and any other papers served upon the Secretary of the State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of the State that service is being made pursuant to this subsection, and to pay the Secretary of the State the sum of twenty-five dollars for use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of the State shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceedings in which process has been served upon the Secretary of the State, the return date thereof and the day and hour when the service was made. The Secretary of the State shall not be required to retain such information for a period longer than five years from the date of receipt of the service of process.

(c) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which was effective prior to October 1, 1997, shall not affect the validity or effectiveness of any such merger or consolidation.

(d) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of the State of a certificate of merger or consolidation.

(e) A certificate of merger or consolidation shall act as a certificate of cancellation for a statutory trust which is not the surviving or resulting entity in the merger or consolidation.

(f) (1) Notwithstanding anything to the contrary contained in the governing instrument of a statutory trust, a governing instrument of a statutory trust containing a specific reference to this subsection may provide that an agreement of merger or consolidation approved in accordance with subsection (a) of this section may: (A) Effect any amendment to the governing instrument of the statutory trust; or (B) effect the adoption of a new governing instrument of the statutory trust if it is the surviving or resulting statutory trust in the merger or consolidation.

(2) Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of the statutory trust made pursuant to subdivision (1) of this subsection shall be effective on the effective date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to herein by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation, including a statutory trust formed for the purpose of consummating a merger or consolidation, shall be the governing instrument of the surviving or resulting statutory trust.

(g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges and powers of each of the statutory trusts and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such statutory trusts and other business entities, as well as all other things and causes of action belonging to each of such statutory trusts and other business entities, shall be vested in the surviving or resulting statutory trust or other business entity, and shall thereafter be the property of the surviving or resulting statutory trust or other business entity as they were of each of the statutory trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this state, in any of such statutory trusts and other business entities, shall not revert or be in any way impaired by reason of sections 34-500 to 34-547 , inclusive; but all rights of creditors and all liens upon any property of any of such statutory trusts and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of such statutory trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting statutory trust or other business entity and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Conn. Gen. Stat. § 34-251 — Connecticut Code / Title 34 / Chapter 613a / Section 34-251
Sec. 34-251. Effect of person's status as member.
Status: in_force

(b) A person's status as a member does not prevent or restrict law other than sections 34-243 to 34-283d , inclusive, from imposing liability on a limited liability company because of the person's conduct.
Conn. Gen. Stat. § 34-17a — Connecticut Code / Title 34 / Chapter 610 / Section 34-17a
Sec. 34-17a. Admission of additional general partners.
Status: in_force

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 196 C. 270.
Conn. Gen. Stat. § 34-636 — Connecticut Code / Title 34 / Chapter 616 / Section 34-636
Sec. 34-636. Effect of conversion.
Status: in_force

(1) The converted entity shall be (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity;

(2) All property of the converting entity shall continue to be vested in the converted entity without assignment, reversion or impairment;

(3) All liabilities of the converting entity shall continue as liabilities of the converted entity;

(4) Except as provided by law, other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity shall remain in the converted entity;

(5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) If a converted entity is a filing entity, its public organic document shall be effective and binding on its interest holders;

(7) If the converted entity is a limited liability partnership, its certificate of limited liability partnership shall be effective simultaneously;

(8) The private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion shall be effective and binding on and enforceable by (A) its interest holders; and (B) in the case of a converted entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity's private organic rules; and

(9) The interests in the converting entity shall be converted, and the interest holders of the converting entity shall be entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 34-607 and the converting entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the converting entity.

(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.

(d) When a conversion becomes effective:

(1) The conversion shall not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;

(2) A person shall not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;

(3) The organic law of a domestic converting entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred; and

(4) A person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity (1) may be served with process in this state for the collection and enforcement of any of its liabilities; and (2) if it is not a qualified foreign entity, shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing such liabilities.

(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity shall be canceled when the conversion becomes effective.

(g) A conversion shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.
Conn. Gen. Stat. § 34-259a — Connecticut Code / Title 34 / Chapter 613a / Section 34-259a
Sec. 34-259a. Transfer of transferable interest.
Status: in_force

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of the activities and affairs of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.

(g) Except as provided in subparagraph (B) of subdivision (4) of section 34-263a , if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 34-255b and subsection (c) of section 34-255e known to the transferee when the transferee becomes a member.
Conn. Gen. Stat. § 34-243e — Connecticut Code / Title 34 / Chapter 613a / Section 34-243e
Sec. 34-243e. Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement.
Status: in_force

(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.

(c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
Conn. Gen. Stat. § 34-522 — Connecticut Code / Title 34 / Chapter 615 / Section 34-522
Sec. 34-522. Derivative actions.
Status: in_force

(b) A beneficial owner may not commence or maintain a derivative action unless the beneficial owner is a beneficial owner at the time of bringing the action and the beneficial owner (1) was a beneficial owner at the time of the transaction of which the beneficial owner complains or became a beneficial owner through transfer by operation of law or pursuant to the terms of the governing instrument of the statutory trust from a person who was a beneficial owner at the time of the transaction, and (2) fairly and adequately represents the interests of the statutory trust in enforcing the right of the statutory trust.

(c) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.

(d) If a derivative action is successful, in whole or in part, or if anything is received by a statutory trust as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of such proceeds and direct plaintiff to remit to the statutory trust the remainder thereof, and if such proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the statutory trust.

(e) A beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.

(f) A derivative action may not be discontinued or settled without the court's approval.
Conn. Gen. Stat. § 34-515 — Connecticut Code / Title 34 / Chapter 615 / Section 34-515
Sec. 34-515. Contributions by beneficial owners.
Status: in_force

(b) Except as provided in the governing instrument, a beneficial owner is obligated to the statutory trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made. Such option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the statutory trust may have against such beneficial owner under the governing instrument or applicable law.

(c) A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that such beneficial owner is obligated to make shall be subject to specific penalties for, or set forth the specified consequences of, such failure. Such penalty or consequence may take the form of (1) reducing or eliminating the defaulting beneficial owner's proportionate interest in the statutory trust, (2) subordinating the defaulting beneficial owner's beneficial interest to that of nondefaulting beneficial owners, (3) a forced sale of the defaulting beneficial owner's beneficial interest, (4) forfeiture of the defaulting beneficial owner's beneficial interest, (5) the lending by other beneficial owners of the amount necessary to meet the defaulting beneficial owner's commitment, (6) fixing the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the defaulting beneficial owner's beneficial interest at such value, or (7) any other penalty or consequence.
Conn. Gen. Stat. § 34-533 — Connecticut Code / Title 34 / Chapter 615 / Section 34-533
Sec. 34-533. Service of process on statutory agent.
Status: in_force

(b) A foreign statutory trust's agent upon whom process may be served shall be as follows: When the Secretary of the State and his successors have been appointed such statutory trust's agent for service of process, by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, 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 statutory trust at the address of the office designated in the application for registration filed pursuant to section 34-532 . Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on his records. If it appears from the records of the Secretary of the State that such a foreign statutory trust has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign statutory trust's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of such process, notice or demand on such foreign statutory trust may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to said office; and (2) depositing in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such foreign statutory trust at the address of the office designated in the certificate of trust in the state of formation as shown on the records of such state.

(c) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (b) of this section, and keep a record of the day and hour of such receipt. Service made as provided in this section shall be effective as of such day and hour.

(d) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a statutory trust in any other manner permitted by law.
Conn. Gen. Stat. § 34-523 — Connecticut Code / Title 34 / Chapter 615 / Section 34-523
Sec. 34-523. Liability of beneficial owners, trustees, officers, employees and managers.
Status: in_force

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to subdivision (7) of subsection (b) of section 34-517 , when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.
Conn. Gen. Stat. § 34-251a — Connecticut Code / Title 34 / Chapter 613a / Section 34-251a
Sec. 34-251a. Liability of members and managers.
Status: in_force

(b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation or other liability of the company.

(c) Nothing contained in sections 34-243 to 34-283d , inclusive, shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on July 1, 2017, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct, provided (1) any member, manager, agent or employee of a limited liability company rendering professional services formed under sections 34-243 to 34-283d , inclusive, shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by such person, or by any person under such person's direct supervision and control, while rendering professional services on behalf of the limited liability company to the person for whom such professional services were being rendered; and (2) the personal liability of members of a limited liability company rendering professional services formed under sections 34-243 to 34-283d , inclusive, in their capacity as members of such limited liability company, shall be not greater in any aspect than that of a shareholder who is an employee of a corporation formed under chapter 601. A limited liability company rendering professional services shall be liable for up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, agents or employees while they are engaged on behalf of the limited liability company in the rendering of professional services.

See Sec. 33-673b re limitation on liability of an interest holder of a domestic entity.
Conn. Gen. Stat. § 34-271 — Connecticut Code / Title 34 / Chapter 613a / Section 34-271
Sec. 34-271. Direct action by member.
Status: in_force

(b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
Conn. Gen. Stat. § 34-508 — Connecticut Code / Title 34 / Chapter 615 / Section 34-508
Sec. 34-508. Service of process.
Status: in_force

(b) Any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a statutory trust may be served upon the statutory trust's statutory agent for service by any proper officer or other person lawfully empowered to make service.

(c) If it appears from the records of the Secretary of the State that a statutory trust has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit endorsed on the return of the officer or other proper person directed to serve any process, notice or demand upon such statutory trust's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found at the address shown on such records as the agent's address, service of such process, notice or demand on such statutory trust may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to such office; and (2) depositing in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such statutory trust at its principal office.

(d) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (c) of this section and keep a record of the day and hour of such receipt. Service made as provided in this section shall be effective as of such day and hour.

(e) In the governing instrument of the statutory trust or other writing, a trustee may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of, or the exclusivity of arbitration in, this state, and to be served with legal process in the manner prescribed in such governing instrument of the statutory trust or other writing.

(f) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a statutory trust in any other manner permitted by law on or after October 1, 1997. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process upon nonresidents.

(g) The Superior Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.

(h) A general or limited partnership, corporation or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of the United States or any state other than the state of Connecticut shall not be deemed to be doing business in this state solely by reason of its being a trustee of a statutory trust.
Conn. Gen. Stat. § 34-611 — Connecticut Code / Title 34 / Chapter 616 / Section 34-611
Sec. 34-611. Merger authorized.
Status: in_force

(b) Except as provided in subsection (c) of this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger, provided the merger is authorized by the law of the foreign entity's jurisdiction of organization.

(c) The provisions of this part shall not apply to a transaction involving:

(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to chapter 601;

(2) A merger between any two or more domestic limited partnerships or one or more domestic limited partnerships and one or more foreign limited partnerships pursuant to chapter 610;

(3) A merger between two or more partnerships or limited liability partnerships pursuant to chapter 614;

(4) A merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to chapter 613; or

(5) A merger involving any entity referenced in section 34-608 .
Conn. Gen. Stat. § 34-247 — Connecticut Code / Title 34 / Chapter 613a / Section 34-247
Sec. 34-247. Formation of limited liability company. Certificate of organization.
Status: in_force

(b) A certificate of organization shall state: (1) The name of the limited liability company, which shall comply with section 34-243k ; (2) the street address and mailing address of the company's principal office; (3) the name of a registered agent appointed in compliance with section 34-243n , along with the street address and mailing address in this state of the company's registered agent; (4) the name, business address and residence address of at least one manager or member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member, provided, for purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk; (5) the valid electronic mail address of the limited liability company; and (6) the limited liability company's North American Industry Classification System Code.

(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in subsection (c) of section 34-243d in a manner inconsistent with said section.

(d) A limited liability company is formed on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e .
Conn. Gen. Stat. § 34-267f — Connecticut Code / Title 34 / Chapter 613a / Section 34-267f
Sec. 34-267f. Disposition of assets in winding up.
Status: in_force

(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under section 34-259b : (1) To members and persons dissociated as members, an amount equal to the respective values of the contributions received by the limited liability company and not returned to each such member and dissociated member; and (2) to members and dissociated members, in shares which are proportionate to their respective transferable interests, except to the extent necessary to comply with any transfer effective under section 34-259a .

(c) If a limited liability company does not have sufficient surplus to comply with subdivision (1) of subsection (b) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
Conn. Gen. Stat. § 34-247i — Connecticut Code / Title 34 / Chapter 613a / Section 34-247i
Sec. 34-247i. Duties of Secretary of the State re filing and delivery of record.
Status: in_force

(b) When the Secretary of the State files a record, the Secretary of the State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of the State shall deliver to the person that submitted the record an acknowledgment of the date and time of filing.

(c) If the Secretary of the State refuses to file a record, the Secretary of the State shall, not later than fifteen business days after the record is delivered: (1) Return the record or notify the person that submitted the record of the refusal; and (2) provide a brief explanation of the reason for the refusal.

(d) If the Secretary of the State refuses to file a record, the person that submitted the record may petition the Superior Court to compel filing of the record. The record and the explanation of the Secretary of the State of the refusal to file must be attached to the petition. The Superior Court may decide the matter in a summary proceeding.

(e) The filing of or refusal to file a record does not create a presumption that the information contained in the record is correct or incorrect.

(f) Except as provided by section 34-243r or by law other than sections 34-243 to 34-283d , inclusive, the Secretary of the State may deliver any record to a person by delivering it: (1) In person to the person that submitted it; (2) to the principal office of the person; or (3) to another address, including an electronic mail address, the person provides to the Secretary of the State for delivery.
Conn. Gen. Stat. § 34-375 — Connecticut Code / Title 34 / Chapter 614 / Section 34-375
Sec. 34-375. Partner's power to bind partnership after dissolution.
Status: in_force

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under section 34-322 before dissolution, if the other party to the transaction did not have notice of the dissolution.
Conn. Gen. Stat. § 34-503 — Connecticut Code / Title 34 / Chapter 615 / Section 34-503
Sec. 34-503. Certificate of trust. Filing of documents.
Status: in_force

(1) A name of the statutory trust that satisfies the requirements of section 34-506 ;

(2) The future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate;

(3) The principal office address of the statutory trust;

(4) The appointment of a statutory agent for service of process, as required by section 34-507 ;

(5) The valid electronic mail address of the statutory trust;

(6) The statutory trust's North American Industry Classification System Code; and

(7) Any other information the trustees determine to include therein.

(b) (1) A certificate of trust may be amended by filing a certificate of amendment thereto with the office of the Secretary of the State. The certificate of amendment shall set forth: (A) The name of the statutory trust; (B) the date of filing of the initial certificate of trust; (C) the amendment to the certificate; and (D) the future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate.

(2) A certificate of trust may be amended at any time for any purpose as the trustees may determine, provided the certificate of trust as amended contains those provisions that are required by law to be contained in a certificate of trust at the time of making the amendment.

(c) (1) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth: (A) The present name of the statutory trust and, if it has been changed, the name under which the statutory trust was originally formed; (B) the date of filing of the initial certificate of trust; (C) the information required to be included pursuant to subsection (a) of this section; (D) the future effective date, which shall be a date certain, of effectiveness of the restated certificate of trust if it is not to be effective upon the filing of the restated certificate of trust; and (E) any other information the trustees determine to include therein.

(2) A certificate of trust may be restated at any time for any purpose as the trustees may determine.

(d) A certificate of trust shall be cancelled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth: (1) The name of the statutory trust; (2) the date of filing of the initial certificate of trust; (3) the reason for filing the certificate of cancellation; (4) the future effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the trustees determine to include therein.

(e) When any document is required or permitted to be filed or recorded as provided in sections 34-500 to 34-547 , inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(f) Unless the office of the Secretary of the State determines that a document filed with it pursuant to this section does not conform to law, it shall, when all required filing fees have been paid, endorse on each signed document the word “Filed” and the date and time of its acceptance for filing and retain the signed document in its files.
Conn. Gen. Stat. § 34-323 — Connecticut Code / Title 34 / Chapter 614 / Section 34-323
Sec. 34-323. Transfer of partnership property.
Status: in_force

(1) Subject to the effect of a statement of partnership authority under section 34-324 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 34-322 and: (1) As to a subsequent transferee who gave value for property transferred under subdivisions (1) and (2) of subsection (a) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under subdivision (3) of subsection (a) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.

(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Conn. Gen. Stat. § 34-644 — Connecticut Code / Title 34 / Chapter 616 / Section 34-644
Sec. 34-644. Amendment or abandonment of plan of domestication.
Status: in_force

(b) After a plan of domestication has been approved by a domestic domesticating entity and before a certificate of domestication becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after a certificate of domestication has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the entity, shall be filed with the Secretary of the State before the time when the certificate of domestication becomes effective. The certificate of abandonment shall take effect upon its filing, and the domestication shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the domesticating entity; (2) the date on which the certificate of domestication was filed; and (3) a statement that the domestication has been abandoned in accordance with this section.
Conn. Gen. Stat. § 34-247d — Connecticut Code / Title 34 / Chapter 613a / Section 34-247d
Sec. 34-247d. Liability for inaccurate information in filed record.
Status: in_force

(i) Effected an amendment under section 34-247a ;

(ii) Filed a petition under section 34-247c ; or

(iii) Delivered to the Secretary of the State for filing a change of address of agent certificate or a change of agent certificate under section 34-243o or a statement of correction under section 34-247h .

(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Secretary of the State for filing under sections 34-243 to 34-283d , inclusive, and imposes that responsibility on one or more other members, the liability set forth in subdivision (2) of subsection (a) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.

(c) An individual who signs a record authorized or required to be filed under sections 34-243 to 34-283d , inclusive, affirms under penalty of false statement that the information set forth in the record is accurate.
Conn. Gen. Stat. § 34-243n — Connecticut Code / Title 34 / Chapter 613a / Section 34-243n
Sec. 34-243n. Registered agent.
Status: in_force

(b) The registered agent for a limited liability company shall be a:

(1) Natural person who is a resident of this state;

(2) Corporation formed under the laws of this state;

(3) Foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state;

(4) Limited liability company;

(5) Registered foreign limited liability company;

(6) Registered limited liability partnership organized under the laws of this state;

(7) Registered limited liability partnership that is not organized under the laws of this state and that has procured a certificate of authority to transact business or conduct its affairs in this state;

(8) Statutory trust organized under the laws of this state; or

(9) Statutory trust that is not organized under the laws of this state and that has procured a certificate of registration to transact business or conduct its affairs in this state.

(c) The registered agent for a registered foreign limited liability company shall be:

(1) The Secretary of the State and his or her successors in office;

(2) A natural person who is a resident of this state;

(3) A corporation formed under the laws of this state;

(4) A foreign corporation that has procured a certificate of authority to transact business or conduct its affairs in this state;

(5) A limited liability company;

(6) A registered foreign limited liability company;

(7) A registered limited liability partnership organized under the laws of this state;

(8) A registered limited liability partnership that is not organized under the laws of this state and that has procured a certificate of authority to transact business or conduct its affairs in this state;

(9) A statutory trust organized under the laws of this state; or

(10) A statutory trust that is not organized under the laws of this state and that has procured a certificate of registration to transact business or conduct its affairs in this state.

(d) A limited liability company's or a registered foreign limited liability company's registered agent shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the limited liability company or registered foreign limited liability company; (2) the name of the registered agent; and (3) (A) if the registered agent is a natural person, the business and residence addresses thereof; (B) if the registered agent is an entity organized under the laws of this state, the address of the principal office thereof; or (C) if the registered agent is an entity that is not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case set forth in subparagraph (A), (B) or (C) of subdivision (3) of this subsection, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by, if other than the Secretary of the State, the registered agent therein appointed.

(e) A registered agent for a limited liability company or registered foreign limited liability company shall have a place of business in this state.

(f) The only duties under sections 34-243 to 34-283d , inclusive, of a registered agent that has complied with sections 34-243 to 34-283d , inclusive, are: (1) To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company any process, notice or demand pertaining to the limited liability company or registered foreign limited liability company that is served on or received by the agent; (2) if the registered agent resigns, to provide the notice required by subsection (c) of section 34-243p to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company; and (3) if the registered agent changes its name or address, to provide the notice required by section 34-243q .
Conn. Gen. Stat. § 34-643 — Connecticut Code / Title 34 / Chapter 616 / Section 34-643
Sec. 34-643. Approval of plan of domestication.
Status: in_force

(1) By a domestic domesticating entity (A) in accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a domestication or a merger described in subparagraph (B)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic domesticating entity that shall have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A domestication of a foreign domesticating entity shall not be effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
Conn. Gen. Stat. § 34-421 — Connecticut Code / Title 34 / Chapter 614 / Section 34-421
Sec. 34-421. (Formerly Sec. 34-81d). Domestic limited liability partnership: Failure to file report. Incorrect report.
Status: in_force

(b) The Secretary of the State shall not accept for filing a report from a registered limited liability partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a registered limited liability partnership does not conform to law, he may return it to the registered limited liability partnership for correction.

(c) The Secretary of the State shall proceed as provided in section 34-422 whenever a registered limited liability partnership is in default for failing to file its annual report required by section 34-420 .
Conn. Gen. Stat. § 34-267b — Connecticut Code / Title 34 / Chapter 613a / Section 34-267b
Sec. 34-267b. Reinstatement after dissolution.
Status: in_force

(b) Reinstatement of the dissolved limited liability company under this section requires:

(1) The written consent of a majority in interest of the members.

(2) If a certificate of dissolution applicable to the limited liability company has been filed, a certificate of reinstatement conforming, with such adaptations as are appropriate, to the content requirements of a limited liability company's certificate of organization shall be executed and filed with the Secretary of the State in accordance with the requirements set forth in sections 34-247 to 34-247k , inclusive, which pertain to the filing and recording of a record.

(3) A certificate of reinstatement under this section shall be accompanied by: (A) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by subdivision (11) of subsection (a) of section 34-243u , (B) an annual report for the current year, and (C) an appointment of a registered agent for service of process.

(4) If the name of the limited liability company to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment to the certificate of organization.

(5) No action or proceeding, civil or criminal, to which the limited liability company is a party at the time of reinstatement, shall be affected by such reinstatement except as the court shall, under the circumstances, determine.

(c) If a limited liability company is reinstated after its dissolution:

(1) The company resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) Subject to subdivision (3) of this subsection, any liability incurred by the company after the dissolution and before the reinstatement is effective is determined as if dissolution had never occurred;

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the reinstatement may not be adversely affected; and

(4) Any claim against the limited liability company barred as provided in section 34-267d and not otherwise barred shall be relieved of such bar upon reinstatement of the limited liability company, and the reinstated limited liability company shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.
Conn. Gen. Stat. § 34-25a — Connecticut Code / Title 34 / Chapter 610 / Section 34-25a
Sec. 34-25a. Liability of partner upon return of any part of his contribution.
Status: in_force

(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution, without interest, wrongfully returned.

(c) A partner receives a return of his contribution to the extent that a distribution to him reduces or further reduces his share of the fair value of the net assets of the limited partnership below the value of his contribution, as set forth in the partnership records required to be kept pursuant to section 34-13c , which has not been distributed to him.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Conn. Gen. Stat. § 34-626 — Connecticut Code / Title 34 / Chapter 616 / Section 34-626
Sec. 34-626. Effect of interest exchange.
Status: in_force

(1) The interests in the acquired entity that are the subject of the interest exchange shall cease to exist or shall be converted or exchanged, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 34-607 and the acquired entity's organic law;

(2) The acquiring entity shall become the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) The public organic document, if any, of the acquired entity shall be amended as provided in the certificate of interest exchange and shall be binding on its interest holders; and

(4) The private organic rules of the acquired entity that are to be in a record, if any, shall be amended to the extent provided in the plan of interest exchange and be binding on and enforceable by (A) its interest holders; and (B) in the case of an acquired entity that is not a corporation, any other person that is a party to an agreement that is part of the acquired entity's private organic rules.

(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the acquired entity.

(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.

(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which such person had interest holder liability shall be as follows:

(1) The interest exchange shall not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective;

(2) Such person shall not have interest holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective;

(3) The organic law of the domestic acquired entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the interest exchange had not occurred; and

(4) Such person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the interest exchange had not occurred.
Conn. Gen. Stat. § 34-275c — Connecticut Code / Title 34 / Chapter 613a / Section 34-275c
Sec. 34-275c. Amendment of foreign registration certificate.
Status: in_force

(b) The requirements of section 34-275b for registering a foreign limited liability company apply to obtaining an amended registration under this section.
Conn. Gen. Stat. § 34-329 — Connecticut Code / Title 34 / Chapter 614 / Section 34-329
Sec. 34-329. Liability of purported partner.
Status: in_force

(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
Conn. Gen. Stat. § 34-279p — Connecticut Code / Title 34 / Chapter 613a / Section 34-279p
Sec. 34-279p. Certificate of interest exchange. Effective date of interest exchange.
Status: in_force

(b) A certificate of interest exchange must contain: (1) The name of the acquired limited liability company; (2) the name and governing jurisdiction of the acquiring limited liability company or foreign limited liability company; (3) a statement that the plan of interest exchange was approved by the acquired limited liability company in accordance with sections 34-279 l to 34-279q , inclusive; (4) if the certificate of interest exchange is not to be effective upon filing, the date and time when it shall become effective; and (5) any amendments to the acquired limited liability company's certificate of organization approved as part of the plan of interest exchange.

(c) In addition to the requirements of subsection (b) of this section, a certificate of interest exchange may contain any other provision not prohibited by law.

(d) A plan of interest exchange that is signed by an acquired limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of the State for filing instead of a certificate of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in sections 34-279 to 34-279q , inclusive, to a certificate of interest exchange refer to the plan of interest exchange filed under this subsection.

(e) An interest exchange becomes effective when the certificate of interest exchange is effective under section 34-247f .
Conn. Gen. Stat. § 34-243m — Connecticut Code / Title 34 / Chapter 613a / Section 34-243m
Sec. 34-243m. Registration of name.
Status: in_force

(b) To register its name or an alternate name adopted pursuant to section 34-275e , a foreign limited liability company shall deliver to the Secretary of the State for filing an application stating the company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to section 34-275e . If the Secretary of the State finds that the name applied for is available, the Secretary of the State shall register the name for the applicant's exclusive use.

(c) The registration of a name under this section is effective for one year after the date of registration.

(d) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than ninety days before the expiration of the registration, to the Secretary of the State for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.

(e) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Conn. Gen. Stat. § 34-279a — Connecticut Code / Title 34 / Chapter 613a / Section 34-279a
Sec. 34-279a. Applicability of other statutes.
Status: in_force

(b) Sections 34-279 to 34-279q , inclusive, shall not authorize any action prohibited by law or affect the application or requirements of law other than said sections.
Conn. Gen. Stat. § 34-632 — Connecticut Code / Title 34 / Chapter 616 / Section 34-632
Sec. 34-632. Plan of conversion.
Status: in_force

(1) The name and type of the converting entity;

(2) The name, jurisdiction of organization and type of the converted entity;

(3) The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof;

(4) The proposed public organic document of the converted entity if it shall be a filing entity;

(5) The full text of the private organic rules of the converted entity that are proposed to be in a record;

(6) The other terms and conditions of the conversion; and

(7) Any other provision required by the law of this state or the organic rules of the converting entity.

(b) A plan of conversion may contain any other provision not prohibited by law.
Conn. Gen. Stat. § 34-546 — Connecticut Code / Title 34 / Chapter 615 / Section 34-546
Sec. 34-546. Rules of construction.
Status: in_force

(b) It is the policy of sections 34-500 to 34-547 , inclusive, to give maximum effect to the principles of freedom of contract and to the enforceability of governing instruments.