Conn. Gen. Stat. § 34-16 — Connecticut Code / Title 34 / Chapter 610 / Section 34-16
Sec. 34-16. Admission of additional limited partners.
Status: in_force

(1) The date the limited partnership is formed;

(2) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; or

(3) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 34-27a , to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

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. § 34-398 — Connecticut Code / Title 34 / Chapter 614 / Section 34-398
Sec. 34-398. Applicability.
Status: in_force

(1) After July 1, 1997, unless that partnership is continuing the business of a dissolved partnership under section 34-79 of the general statutes, revision of 1958, revised to January 1, 1997; and

(2) Before July 1, 1997, that elects, as provided by subsection (c) of this section, to be governed by sections 34-300 to 34-399 , inclusive.

(b) After January 1, 2002, sections 34-300 to 34-399 , inclusive, govern all partnerships.

(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by sections 34-300 to 34-399 , inclusive. The provisions of sections 34-300 to 34-399 , inclusive, relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by said sections, only if the third party knows or has received a notification of the partnership's election to be governed by said sections.

(d) Before January 1, 2002, sections 34-39 to 34-81 , inclusive, of the general statutes, revision of 1958, revised to January 1, 1997, govern a partnership not covered by subsection (a) or (c) of this section.
Conn. Gen. Stat. § 34-255 — Connecticut Code / Title 34 / Chapter 613a / Section 34-255
Sec. 34-255. Becoming a member.
Status: in_force

(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

(c) After formation of a limited liability company, a person becomes a member: (1) As provided in the operating agreement; (2) as the result of a transaction effective under the Connecticut Entity Transactions Act; (3) with the affirmative vote or consent of all of the members; or (4) as provided in subdivision (3) of subsection (a) of section 34-267 .

(d) A person may become a member without: (1) Acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited liability company.
Conn. Gen. Stat. § 34-275 — Connecticut Code / Title 34 / Chapter 613a / Section 34-275
Sec. 34-275. Governing law.
Status: in_force

(b) A foreign limited liability company is not precluded from registering to transact business in this state because of any difference between the law of the governing jurisdiction and the law of this state.

(c) Registration of a foreign limited liability company to transact business in this state does not authorize the foreign company to engage in any activities or affairs or exercise any power in this state that a limited liability company may not engage in or exercise in this state.
Conn. Gen. Stat. § 34-301 — Connecticut Code / Title 34 / Chapter 614 / Section 34-301
Sec. 34-301. Definitions.
Status: in_force

(1) “Business” includes every trade, occupation and profession.

(2) “Debtor in bankruptcy” means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.

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

(4) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

(5) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-300 to 34-434 , inclusive.

(6) “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.

(7) “Foreign registered limited liability partnership” includes a partnership formed pursuant to an agreement governed by the laws of any state other than this state and registered or denominated as a registered limited liability partnership or limited liability partnership under the laws of such other state.

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

(9) “Merger” means a business combination pursuant to section 34-388 .

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

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

(12) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314 , predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a registered limited liability partnership.

(13) “Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(14) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(15) “Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

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

(17) “Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

(18) “Plan of merger” means a plan entered into pursuant to section 34-388 .

(19) “Property” means all property, real, personal or mixed, tangible or intangible, or any interest therein.

(20) “Registered limited liability partnership” includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419 , and complying with sections 34-406 and 34-420 .

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

(22) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

(23) “Statement” means a statement of partnership authority under section 34-324 , a statement of denial under section 34-325 , a statement of dissociation under section 34-365 , a statement of dissolution under section 34-376 , a statement of merger under section 34-390 , or an amendment or cancellation of any of the foregoing.

(24) “Survivor” in a merger means the partnership or other entity into which one or more other partnerships or other entities are merged or consolidated. A survivor of a merger may preexist the merger or be created by the merger.

(25) “Transfer” includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

Generally, a mutual agency relationship is essential element of a partnership. 63 CA 17.
Conn. Gen. Stat. § 34-339 — Connecticut Code / Title 34 / Chapter 614 / Section 34-339
Sec. 34-339. Actions by partnership and partners.
Status: in_force

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(1) Enforce the partner's rights under the partnership agreement;

(2) Enforce the partner's rights under sections 34-300 to 34-399 , inclusive, including: (A) The partner's rights under section 34-335 , 34-336 or 34-337 ; (B) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 34-362 or enforce any other right under sections 34-355 to 34-357 , inclusive, or sections 34-362 to 34-366 , inclusive; or (C) the partner's right to compel a dissolution and winding up of the partnership business under section 34-372 or enforce any other right under sections 34-372 to 34-378 , inclusive; or

(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Conn. Gen. Stat. § 34-259b — Connecticut Code / Title 34 / Chapter 613a / Section 34-259b
Sec. 34-259b. Charging order.
Status: in_force

(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) make all other orders necessary to give effect to the charging order.

(c) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(d) A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(e) The entry of a charging order is the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest. With respect to the judgment debtor's transferable interest, attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member.

(f) Sections 34-243 to 34-283d , inclusive, do not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee.
Conn. Gen. Stat. § 34-263 — Connecticut Code / Title 34 / Chapter 613a / Section 34-263
Sec. 34-263. Power to dissociate as member. Wrongful dissociation.
Status: in_force

(b) A person's dissociation as a member is wrongful only if the dissociation: (1) Is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the company and: (A) The person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under subdivision (5) of section 34-263a ; (C) the person is dissociated under subdivision (8) of section 34-263a ; or (D) in the case of a person that is not a trust other than a business trust, an estate or an individual, the person is expelled or otherwise dissociated as a member because it wilfully dissolved or terminated.

(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 34-271 , to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.
Conn. Gen. Stat. § 34-536 — Connecticut Code / Title 34 / Chapter 615 / Section 34-536
Sec. 34-536. Amendment of application for registration.
Status: in_force

(b) The application for registration may be amended in any way, provided the application for registration as amended contains only provisions that may be contained lawfully in an application at the time of making the amendment.
Conn. Gen. Stat. § 34-33f — Connecticut Code / Title 34 / Chapter 610 / Section 34-33f
Sec. 34-33f. Effect of merger or consolidation.
Status: in_force

(b) The separate existence of each party to the merger or the consolidation, except the survivor, shall cease.

(c) For the purposes of the laws of this state, the survivor shall thereupon and thereafter, to the extent consistent with its certificate of limited partnership as in effect upon effecting the merger or consolidation, possess all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships as well as all other things and choses in action belonging to each of such limited partnerships, and all and every other interests, of or belonging to or due to each of the limited partnerships so merged or consolidated, shall be vested in such single limited partnership without further act or deed; and the title to any real estate, or any interest therein, vested in any of such limited partnerships shall not revert or be in any way impaired by reason of such merger or consolidation.

(d) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger or consolidation, to or for the benefit of any party to the merger or the consolidation shall inure to the benefit of the survivor. So far as is necessary for that purpose, the existence of each party to the merger or the consolidation shall be deemed to continue in and through the survivor.

(e) The survivor shall be liable for all the liabilities, obligations and penalties of each party to the merger or the consolidation; and any claim existing or action or proceeding, civil or criminal, pending by or against any such limited partnership may be prosecuted as if such merger or consolidation had not taken place, or such survivor may be substituted in its place; and any judgment rendered against any party to the merger or the consolidation may be enforced against the survivor. Neither the rights of creditors nor any liens upon the property of any merging or consolidating limited partnership shall be impaired by the merger or consolidation.

(f) Any general partner of a limited partnership that is a party to a merger or a consolidation who, prior to the merger or the consolidation, was obligated for any of the liabilities or obligations of the limited partnership shall not be released by reason of the merger or the consolidation from any such liabilities or obligations arising prior to the effective time of the merger or the consolidation.
Conn. Gen. Stat. § 34-10b — Connecticut Code / Title 34 / Chapter 610 / Section 34-10b
Sec. 34-10b. Filing requirements.
Status: in_force

(1) Endorse on each copy the word “Filed” and the day, month and year of the filing thereof; and

(2) File a signed copy in his office.

(b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled.

(c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u , 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.

(d) 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 34-9 to 34-38u , inclusive, to be filed with the Secretary of the State.
Conn. Gen. Stat. § 34-316 — Connecticut Code / Title 34 / Chapter 614 / Section 34-316
Sec. 34-316. When property is partnership property.
Status: in_force

(b) Property is acquired in the name of the partnership by a transfer to: (1) The partnership in its name; or (2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Conn. Gen. Stat. § 34-348 — Connecticut Code / Title 34 / Chapter 614 / Section 34-348
Sec. 34-348. Transfer of partner's transferable interest.
Status: in_force

(1) Is permissible;

(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and

(3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.

(b) A transferee of a partner's transferable interest in the partnership has a right:

(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(3) To seek, under subdivision (6) of section 34-372 , a judicial determination that it is equitable to wind up the partnership business.

(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
Conn. Gen. Stat. § 34-38 — Connecticut Code / Title 34 / Chapter 610 / Section 34-38
Sec. 34-38. Partnerships formed prior to October 1, 1979.
Status: in_force

(b) A limited partnership formed under any statute of this state prior to October 1, 1961, until or unless it becomes a limited partnership under this chapter, shall continue to be governed by the provisions of chapter 609, except that such partnerships shall not be renewed unless so provided in the original agreement.

(c) A limited partnership formed under any statute of this state on or after October 1, 1961, and prior to October 1, 1979, shall continue to be governed by the provisions of chapter 610 of the general statutes, revision of 1958, revised to 1979, except that (1) such partnerships shall not be renewed unless so provided in the original agreement, (2) the execution of amendments to or cancellations of the certificates of such limited partnerships shall be governed by section 34-10a , (3) the place of filing of amendments to or cancellations of the certificates of such limited partnerships shall be the office of the Secretary of the State, and (4) the fees charged for filings made by such limited partnerships with the office of the Secretary of the State shall be the same as the fees charged to limited partnerships formed on or after October 1, 1979.

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

Cited. 11 CA 404.
Conn. Gen. Stat. § 34-304 — Connecticut Code / Title 34 / Chapter 614 / Section 34-304
Sec. 34-304. Supplemental principles of law.
Status: in_force

(b) If an obligation to pay interest arises under sections 34-300 to 34-399 , inclusive, and the rate is not specified, the rate is that specified in section 37-1 .
Conn. Gen. Stat. § 34-279d — Connecticut Code / Title 34 / Chapter 613a / Section 34-279d
Sec. 34-279d. Nonexclusivity.
Status: in_force

(b) Sections 34-279 to 34-279q , inclusive, do not preclude a limited liability company from being merged, converted or domesticated under law other than said sections.
Conn. Gen. Stat. § 34-267 — Connecticut Code / Title 34 / Chapter 613a / Section 34-267
Sec. 34-267. Events causing dissolution.
Status: in_force

(1) An event or circumstance that the operating agreement states causes dissolution;

(2) The consent of a majority in interest of the members;

(3) The passage of ninety consecutive days during which the company has no members unless before the end of the period: (A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent;

(4) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, or if none in this state, where its registered agent is located, of an order dissolving the company on the grounds that: (A) The conduct of all or substantially all of the company's activities and affairs is unlawful; or (B) it is not reasonably practicable to carry on the company's activities and affairs;

(5) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) Have acted, are acting or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or

(6) The preparation and filing of a certificate of dissolution by forfeiture by the Secretary of the State under subsection (b) or (c) of section 34-267g .

(b) In a proceeding brought under subdivision (5) of subsection (a) of this section, the court may order a remedy other than dissolution.

Subsec. (a)(5): Proper analysis of an oppression claim requires court to assess claim under the “reasonable expectations” standard, thus, a majority member's conduct is oppressive if that conduct substantially defeats the minority member's expectations which, objectively viewed, were both reasonable under the circumstances and were central to his or her decision to join the venture or developed over time. Language of Subpara. requires a causal connection between the oppressive conduct and the harm sustained by the plaintiff-member, thus, the harm at issue is not limited to a particular instance, so long as a member was harmed, is being harmed, or will be harmed by the oppressive conduct, such will suffice to satisfy the statute. 200 CA 356.
Conn. Gen. Stat. § 34-328 — Connecticut Code / Title 34 / Chapter 614 / Section 34-328
Sec. 34-328. Actions by and against partnership and partners.
Status: in_force

(b) An action may be brought against the partnership and any or all of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:

(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The partnership is a debtor in bankruptcy;

(3) The partner has agreed that the creditor need not exhaust partnership assets;

(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 34-329 .
Conn. Gen. Stat. § 34-279j — Connecticut Code / Title 34 / Chapter 613a / Section 34-279j
Sec. 34-279j. Filings required for merger. Effective date.
Status: in_force

(b) A certificate of merger under this section must include:

(1) The name of each merging limited liability company and its governing jurisdiction;

(2) The name of the surviving limited liability company, its governing jurisdiction, and, if the surviving limited liability company is created by the merger, a statement to that effect;

(3) The date the merger is effective under the organic law of the surviving limited liability company;

(4) If the surviving limited liability company is to be created by the merger and is a limited liability company, the surviving limited liability company's certificate of organization, as an attachment;

(5) If the surviving limited liability company preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the surviving limited liability company that are in a public record;

(6) A statement as to each merging limited liability company that the merger was approved as required by the merging limited liability company's organic law;

(7) If the surviving limited liability company is a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the Secretary of the State may use for the purposes of subsection (b) of section 34-279k ;

(8) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective; and

(9) Any additional information required by the organic law of any merging limited liability company.

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

(d) The surviving limited liability company shall deliver the certificate of merger for filing in the office of the Secretary of the State.

(e) A merger becomes effective when the certificate of merger is effective under section 34-247f .
Conn. Gen. Stat. § 34-509 — Connecticut Code / Title 34 / Chapter 615 / Section 34-509
Sec. 34-509. Fees payable to the Secretary of the State.
Status: in_force

(b) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under sections 34-500 to 34-547 , inclusive.
Conn. Gen. Stat. § 34-263b — Connecticut Code / Title 34 / Chapter 613a / Section 34-263b
Sec. 34-263b. Effect of dissociation.
Status: in_force

(b) A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.
Conn. Gen. Stat. § 34-283d — Connecticut Code / Title 34 / Chapter 613a / Section 34-283d
Sec. 34-283d. Rules of construction.
Status: in_force

(b) Unless displaced by particular provisions of this section and sections 34-243 to 34-283c , inclusive, the principles of law and equity supplement said sections.

(c) Rules that statutes in derogation of the common law are to be strictly construed shall have no application under this section and sections 34-243 to 34-283c , inclusive.

(d) Neither this section, sections 34-243 to 34-283c , inclusive, nor any amendments to said sections shall be construed to impair the obligations of any contract existing on, or affect any action or proceedings begun or right accrued before July 1, 2017, or the effective date of such amendment.
Conn. Gen. Stat. § 34-378 — Connecticut Code / Title 34 / Chapter 614 / Section 34-378
Sec. 34-378. Settlement of accounts and contributions among partners.
Status: in_force

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. Except as provided in subsection (c) of section 34-327 , a partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.

(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations and the other partners are liable under section 34-327 .

(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327 .

(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Conn. Gen. Stat. § 34-602 — Connecticut Code / Title 34 / Chapter 616 / Section 34-602
Sec. 34-602. Required notice or approval. Restriction re property held for charitable purpose.
Status: in_force

(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted or devised, unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law concerning nondiversion of charitable assets, the entity obtains an appropriate order of the court specifying the disposition of the property.
Conn. Gen. Stat. § 34-38l — Connecticut Code / Title 34 / Chapter 610 / Section 34-38l
Sec. 34-38l. Foreign limited partnerships, transaction of business without registration.
Status: in_force

(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

(d) A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of the State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

(e) A foreign limited partnership which transacts business in this state without registering with the Secretary of the State as required by this chapter shall be liable to this state, for each year or part thereof during which it transacted business in this state without being registered with said secretary, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited partnership 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 partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without registering with the Secretary of the State, in an amount equal to three hundred dollars, except that a foreign limited partnership which has registered with said secretary 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.

See Sec. 34-38r re limited amnesty program.
Conn. Gen. Stat. § 34-645 — Connecticut Code / Title 34 / Chapter 616 / Section 34-645
Sec. 34-645. Certificate of domestication; effective date.
Status: in_force

(b) A certificate of domestication shall contain:

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

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

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

(4) If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;

(5) If the domesticated entity is a domestic filing entity, its public organic document, as an attachment;

(6) If the domesticated entity is a domestic limited liability partnership, its certificate of limited liability partnership as an attachment; and

(7) If the domesticated 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 34-646 .

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

(d) If the domesticated 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 domestication shall become effective upon the date and time of its filing or the date and time specified in the certificate of domestication.
Conn. Gen. Stat. § 34-631 — Connecticut Code / Title 34 / Chapter 616 / Section 34-631
Sec. 34-631. Conversion authorized.
Status: in_force

(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may become a domestic entity of a different type, provided the conversion is authorized by the law of the foreign entity's jurisdiction of organization or the foreign entity's organic rules.

(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, such provision shall apply to a conversion of the entity as if the conversion were a merger until such time after January 1, 2014, as the provision is amended.
Conn. Gen. Stat. § 34-247b — Connecticut Code / Title 34 / Chapter 613a / Section 34-247b
Sec. 34-247b. Signing of records delivered to Secretary of the State for filing.
Status: in_force

(1) Except as provided in subdivisions (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.

(2) A company's initial certificate of organization shall be signed by at least one person acting as an organizer.

(3) A record delivered on behalf of a dissolved company that has no member shall be signed by the person winding up the company's activities and affairs under subsection (c) of section 34-267a or a person appointed under subsection (d) of section 34-267a to wind up the activities and affairs.

(4) Any other record delivered on behalf of a person to the Secretary of the State for filing shall be signed by that person.

(b) Any record filed under sections 34-243 to 34-283d , inclusive, may be signed by an agent. Whenever any provision of sections 34-243 to 34-283d , inclusive, requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.

(d) The Secretary of the State is not required to verify either a signature's authenticity or the authority of the person signing to so commit the limited liability company, and the acceptance of a document by the Secretary of the State shall not therefore serve to validate the veracity of the signature or the signatory.
Conn. Gen. Stat. § 34-363 — Connecticut Code / Title 34 / Chapter 614 / Section 34-363
Sec. 34-363. Dissociated partner's power to bind and liability to partnership.
Status: in_force

(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
Conn. Gen. Stat. § 34-376 — Connecticut Code / Title 34 / Chapter 614 / Section 34-376
Sec. 34-376. Statement of dissolution.
Status: in_force

(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection (d) of section 34-324 and is a limitation on authority for the purposes of subsection (e) of said section.

(c) For the purposes of sections 34-322 and 34-375 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partner's authority as a result of the statement of dissolution ninety days after it is filed.

(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections (d) and (e) of section 34-324 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.