Conn. Gen. Stat. § 34-504 — Connecticut Code / Title 34 / Chapter 615 / Section 34-504
Sec. 34-504. Execution of certificates.
Status: in_force

(1) A certificate of trust shall be signed by all of the trustees;

(2) A certificate of amendment or a restated certificate of trust shall be signed by at least one of the trustees;

(3) A certificate of cancellation shall be signed by all of the trustees or as otherwise provided in the governing instrument of the statutory trust; and

(4) If a statutory trust is filing a certificate of merger or consolidation, the certificate of merger or consolidation shall be signed by all of the trustees or as otherwise provided in the governing instrument of the statutory trust or, if the certificate of merger or consolidation is being filed by another business entity, the certificate of merger or consolidation shall be signed by a person authorized to execute such instrument on behalf of such other business entity.

(b) The execution of a certificate by a trustee constitutes an oath or affirmation, under the penalty of false statement, that, to the best of the trustee's knowledge and belief, the facts stated therein are true.
Conn. Gen. Stat. § 34-28 — Connecticut Code / Title 34 / Chapter 610 / Section 34-28
Sec. 34-28. Person ceases to be general partner, when.
Status: in_force

(1) The general partner withdraws from the limited partnership as provided in section 34-27b ;

(2) The general partner ceases to be a member of the limited partnership as provided in section 34-27 ;

(3) The general partner is removed as a general partner in accordance with the partnership agreement;

(4) Unless otherwise provided in the partnership agreement, the general partner: (i) Makes assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(5) Unless otherwise provided in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed within ninety days after expiration of any such stay, the appointment is not vacated;

(6) In the case of a general partner who is a natural person, (i) his death; or (ii) the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up the separate partnership;

(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

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. § 34-621 — Connecticut Code / Title 34 / Chapter 616 / Section 34-621
Sec. 34-621. Interest exchange 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 be the acquiring or acquired entity in an interest exchange, provided the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.

(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, such provision shall apply to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until such time after January 1, 2014, as the provision is amended.
Conn. Gen. Stat. § 34-410 — Connecticut Code / Title 34 / Chapter 614 / Section 34-410
Sec. 34-410. (Formerly Sec. 34-81w). Domestic and foreign limited liability partnerships: Execution of documents.
Status: in_force

(b) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs.

(c) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be filed with the Secretary of the State.

(d) The execution of any such document shall constitute an affirmation under the penalties of false statement by the person signing the document that the facts stated therein are true.
Conn. Gen. Stat. § 34-407 — Connecticut Code / Title 34 / Chapter 614 / Section 34-407
Sec. 34-407. (Formerly Sec. 34-81t). Domestic and foreign limited liability partnerships: Reservation of name.
Status: reserved

(b) The reservation shall be made by filing with the Secretary of the State an application together with the applicable fee, 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 registered limited liability partnership or foreign registered limited liability partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first of the one hundred twenty days.

(c) The holder of a reserved limited liability partnership name may renew the reservation for successive periods of one hundred twenty days each from the date of such renewal.

(d) The right of the exclusive use of a reserved name may be transferred to another person by filing with the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved.

(e) Any person for whom a specified limited liability 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 liability partnership name, together with the applicable fee.
Conn. Gen. Stat. § 34-271d — Connecticut Code / Title 34 / Chapter 613a / Section 34-271d
Sec. 34-271d. Derivative action. Special litigation committee.
Status: in_force

(b) A special litigation committee must be composed of one or more disinterested individuals, who may be members or managers.

(c) A special litigation committee may be appointed: (1) In a member-managed limited liability company: (A) By the consent of a majority in interest of the members not named as parties in the proceeding; or (B) if all members are named as parties in the proceeding, by a majority in interest of the members named as defendants; or (2) in a manager-managed limited liability company: (A) By a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) Continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested individuals and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested individuals, and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
Conn. Gen. Stat. § 34-33e — Connecticut Code / Title 34 / Chapter 610 / Section 34-33e
Sec. 34-33e. Effective date of merger or consolidation. Abandonment.
Status: in_force

(b) Abandonment by a limited partnership of a merger or consolidation approved or provided in sections 34-33a to 34-33f , inclusive, shall not require further action or approval of the limited partners thereof or other persons whose vote was required to adopt such merger or consolidation unless the plan of merger or consolidation otherwise provides. No abandonment may be made after the merger or consolidation becomes effective. Any abandonment is subject to the rights of other parties.

(c) If a limited partnership has filed a certificate of merger or consolidation with an effective date later than the date of filing, and abandonment has occurred, the limited partnership may file a certificate of abandonment with the Secretary of the State executed as provided in section 34-10a by each of the abandoning limited partnerships which shall set forth: (1) The names of the abandoning limited partnerships, (2) the fact that a certificate of merger or consolidation was filed, (3) the date the merger or consolidation was abandoned and (4) such other provisions with respect to the abandonment as are deemed necessary or desirable.
Conn. Gen. Stat. § 34-622 — Connecticut Code / Title 34 / Chapter 616 / Section 34-622
Sec. 34-622. Plan of interest exchange.
Status: in_force

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

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

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

(4) Any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;

(5) The other terms and conditions of the interest exchange; and

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

(b) A plan of interest exchange may contain any other provision not prohibited by law.
Conn. Gen. Stat. § 34-33d — Connecticut Code / Title 34 / Chapter 610 / Section 34-33d
Sec. 34-33d. Certificate of merger or consolidation.
Status: in_force

(b) The certificate of merger or consolidation shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f , to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.

(c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.

(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership.
Conn. Gen. Stat. § 34-335 — Connecticut Code / Title 34 / Chapter 614 / Section 34-335
Sec. 34-335. Rights and duties of a partner.
Status: in_force

(b) Each partner is entitled to an equal share of the partnership profits and, except as provided in subsection (c) of section 34-327 , is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section, constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct of the partnership business.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(i) A person may become a partner only with the consent of all of the partners.

(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(k) This section does not affect the obligations of a partnership to other persons under section 34-322 .
Conn. Gen. Stat. § 34-327 — Connecticut Code / Title 34 / Chapter 614 / Section 34-327
Sec. 34-327. Liability of partner. Insurance.
Status: in_force

(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

(c) Subject to subsection (d) of this section, a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution or otherwise, for any debts, obligations and liabilities of or chargeable to the partnership or another partner or partners, whether arising in contract, tort or otherwise, arising in the course of the partnership business while the partnership is a registered limited liability partnership.

(d) The provisions of subsection (c) of this section shall not affect the liability of a partner in a registered limited liability partnership for his own negligence, wrongful acts or misconduct, or that of any person under his direct supervision and control.

(e) A registered limited liability partnership that consists of partners who render professional service, as defined in section 34-243a , shall continuously maintain professional liability insurance in an amount not less than two hundred fifty thousand dollars.

Subsec. (c):

Protects partners in a registered limited liability partnership from personal liability. 88 CA 445.

Defendant partners protected from liability in suit against third partner, since they shared no benefit, did not have direct supervision or control over third partner and did not know about the matter until after the event. 46 CS 35.
Conn. Gen. Stat. § 34-247e — Connecticut Code / Title 34 / Chapter 613a / Section 34-247e
Sec. 34-247e. Filing requirements.
Status: in_force

(1) The filing of the record shall be required or permitted by sections 34-243 to 34-283d , inclusive.

(2) The record shall be physically delivered in written form unless and to the extent the Secretary of the State permits electronic delivery of records.

(3) The words in the record shall be in English and numbers shall be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

(4) The record shall be signed by a person authorized or required under sections 34-243 to 34-283d , inclusive, to sign the record.

(5) The record shall state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment or verification.

(b) When a record is delivered to the Secretary of the State for filing, any fee required under sections 34-243 to 34-283d , inclusive, and any fee, tax, interest or penalty required to be paid under sections 34-243 to 34-283d , inclusive, or law other than sections 34-243 to 34-283d , inclusive, shall be paid in a manner permitted by the Secretary of the State or by such law.

(c) The Secretary of the State may require that a record delivered in written form be accompanied by an identical or conformed copy.
Conn. Gen. Stat. § 34-614 — Connecticut Code / Title 34 / Chapter 616 / Section 34-614
Sec. 34-614. Amendment or abandonment of plan of merger.
Status: in_force

(b) After a plan of merger has been approved by a domestic merging entity and before a certificate of merger 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 merger is abandoned after a certificate of merger has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of a merging entity, shall be filed with the Secretary of the State before the certificate of merger becomes effective. The certificate of abandonment shall take effect upon its filing, and the merger shall be deemed abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of each merging or surviving entity that is a domestic entity or a qualified foreign entity; (2) the date on which the certificate of merger was filed; and (3) a statement that the merger has been abandoned in accordance with this section.
Conn. Gen. Stat. § 34-601 — Connecticut Code / Title 34 / Chapter 616 / Section 34-601
Sec. 34-601. Relationship of chapter to other laws.
Status: in_force

(b) This chapter shall not authorize any action prohibited by law or affect the application or requirements of law.

(c) A transaction effected under this chapter shall not create or impair any right or obligation on the part of a person under a provision of the law of this state relating to a change in control, takeover, business combination, control-share acquisition or similar transaction involving a domestic merging, acquired, converting or domesticating corporation unless (1) the transaction satisfies any requirements of such provision, provided the corporation does not survive the transaction, or (2) the approval of the plan is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under such provision, provided the corporation survives the transaction.

(d) Nothing in this chapter shall deprive the Attorney General of jurisdiction over an entity under any other applicable law.
Conn. Gen. Stat. § 34-20c — Connecticut Code / Title 34 / Chapter 610 / Section 34-20c
Sec. 34-20c. Distributions in cash to partner; distributions in kind, when permitted.
Status: in_force

See Sec. 34-38b re inapplicability of provisions as amended in P.A. 86-379 to partnerships existing before October 1, 1986.
Conn. Gen. Stat. § 34-20a — Connecticut Code / Title 34 / Chapter 610 / Section 34-20a
Sec. 34-20a. Sharing of profits and losses by 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.
Conn. Gen. Stat. § 34-355 — Connecticut Code / Title 34 / Chapter 614 / Section 34-355
Sec. 34-355. Events causing partner's dissociation.
Status: in_force

(1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;

(2) An event agreed to in the partnership agreement as causing the partner's dissociation;

(3) The partner's expulsion pursuant to the partnership agreement;

(4) The partner's expulsion by the unanimous vote of the other partners if: (A) It is unlawful to carry on the partnership business with that partner; (B) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (C) within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) a partnership that is a partner has been dissolved and its business is being wound up;

(5) On application by the partnership or another partner, the partner's expulsion by judicial determination because: (A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (B) the partner wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 34-338 ; or (C) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) The partner's: (A) Becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of creditors; (C) seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or (D) failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;

(7) In the case of a partner who is an individual: (A) The partner's death; (B) the appointment of a guardian or general conservator for the partner; or (C) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10) Termination of a partner who is not an individual, partnership, corporation, trust or estate.

Subdiv. (5):

Under Subpara. (C), irreparable deterioration of relationship between partners is a valid basis for dissociation; although partner's past tax fraud conviction, standing alone, might not constitute conduct relating to the partnership that would warrant dissociation, such conduct combined with other factors including adversarial conduct and failure to be forthcoming about such conviction supported conclusion that acrimony was so pervasive and entrenched that dissociation was warranted. 293 C. 60.
Conn. Gen. Stat. § 34-255c — Connecticut Code / Title 34 / Chapter 613a / Section 34-255c
Sec. 34-255c. Sharing of and right to distributions before dissolution.
Status: in_force

(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as provided in subsection (d) of section 34-267f , a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
Conn. Gen. Stat. § 34-338 — Connecticut Code / Title 34 / Chapter 614 / Section 34-338
Sec. 34-338. General standards of conduct of a partner.
Status: in_force

(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:

(1) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

(d) A partner shall discharge the duties to the partnership and the other partners under sections 34-300 to 34-399 , inclusive, or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(e) A partner does not violate a duty or obligation under sections 34-300 to 34-399 , inclusive, or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Conn. Gen. Stat. § 34-243q — Connecticut Code / Title 34 / Chapter 613a / Section 34-243q
Sec. 34-243q. Change of name or address by registered agent.
Status: in_force

(b) A registered agent shall, not later than thirty days after such certificate of change is filed, furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the Secretary of the State of the certificate of change and the changes made by the certificate.
Conn. Gen. Stat. § 34-364 — Connecticut Code / Title 34 / Chapter 614 / Section 34-364
Sec. 34-364. Dissociated partner's liability to other persons.
Status: in_force

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 and 34-388 to 34-390 , inclusive, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365 .

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Conn. Gen. Stat. § 34-324 — Connecticut Code / Title 34 / Chapter 614 / Section 34-324
Sec. 34-324. Statement of partnership authority.
Status: in_force

(1) Shall include: (A) The name of the partnership; (B) the street address of its chief executive office and of one office in this state, if there is one; (C) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and (D) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and

(2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.

(c) If a filed statement of partnership authority is executed pursuant to subsection (c) of section 34-305 and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section.

(d) Except as otherwise provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

(e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

(f) Except as otherwise provided in subsections (d) and (e) and sections 34-365 and 34-376 , a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

(g) Unless earlier cancelled, a filed statement of partnership authority is cancelled by operation of law five years after the date on which the statement, or the most recent amendment, was filed with the Secretary of the State.
Conn. Gen. Stat. § 34-255i — Connecticut Code / Title 34 / Chapter 613a / Section 34-255i
Sec. 34-255i. Rights of member, manager and person disassociated as member to information.
Status: in_force

(1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, affairs, financial condition and other circumstances to the extent the information is material to the member's rights and duties under the operating agreement or sections 34-243 to 34-283d , inclusive.

(2) The company shall furnish to each member: (A) Without demand, any information concerning the company's activities, affairs, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or sections 34-243 to 34-283d , inclusive, except to the extent the company can establish that it reasonably believes the member already knows the information; and (B) on demand, any other information concerning the company's activities, affairs, financial condition and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.

(3) The duty to furnish information under subdivision (2) of this subsection also applies to each member to the extent the member knows any of the information described in said subdivision.

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

(1) The informational rights set forth in subsection (a) of this section and the duty set forth in subdivision (3) of subsection (a) of this section apply to the managers and not the members.

(2) During regular business hours and at a reasonable location specified by the company, a member may inspect and copy full information regarding the activities, affairs, financial condition and other circumstances of the company as is just and reasonable if: (A) The member seeks the information for a purpose reasonably related to the member's interest as a member; (B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (C) the information sought is directly connected to the member's purpose.

(3) Not later than ten days after receiving a demand pursuant to subparagraph (B) of subdivision (2) of this subsection, the company shall in a record inform the member that made the demand of: (A) The information that the company will provide in response to the demand and when and where the company will provide the information; and (B) the company's reasons for declining, if the company declines to provide any demanded information.

(4) Whenever sections 34-243 to 34-283d , inclusive, or an operating agreement provide for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision.

(c) Subject to subsection (i) of this section, on not less than ten days' demand made in a record received by a limited liability company, a person dissociated as a member may have access to information to which the person was entitled while a member if:

(1) The information pertains to the period during which the person was a member;

(2) The person seeks the information in good faith; and

(3) The person satisfies the requirements imposed on a member by subdivision (2) of subsection (b) of this section.

(d) A limited liability company shall respond to a demand made pursuant to subsection (c) of this section in the manner provided in subdivision (3) of subsection (b) of this section.

(e) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(f) A member or person dissociated as a member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (i) of this section applies both to the agent or legal representative and the member or person dissociated as a member.

(g) Subject to subsection (i) of this section, the rights under this section do not extend to a person as a transferee.

(h) If a member dies, the provisions of section 34-259c shall apply.

(i) In addition to any restriction or condition set forth in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

Subsec. (b)(2) does not require member of a manager-managed limited liability company who is seeking information to ascertain whether mismanagement has occurred to provide credible proof of mismanagement, but trial court may consider absence of facts demonstrating basis to suspect mismanagement and other factors in determining whether an improper purpose is the true reason for the demand for information and the extent to which disclosure is just and reasonable under the circumstances. 341 C. 189.
Conn. Gen. Stat. § 34-646 — Connecticut Code / Title 34 / Chapter 616 / Section 34-646
Sec. 34-646. Effect of domestication.
Status: in_force

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

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

(3) All liabilities of the domesticating entity shall continue as liabilities of the domesticated entity;

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

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

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

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

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

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

(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication 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 domesticating entity.

(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication 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 domestication becomes effective.

(d) When a domestication becomes effective:

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

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

(3) The organic law of a domestic domesticating 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 domestication 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 a domestic domesticating entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the domestication had not occurred.

(e) When a domestication becomes effective, a foreign entity that is the domesticated 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 domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity shall be canceled when the domestication becomes effective.

(g) A domestication shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.
Conn. Gen. Stat. § 34-275e — Connecticut Code / Title 34 / Chapter 613a / Section 34-275e
Sec. 34-275e. Noncomplying name of foreign limited liability company.
Status: in_force

(b) If a registered foreign limited liability company changes its name to one that does not comply with section 34-243k , it may not transact business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with said section.
Conn. Gen. Stat. § 34-432 — Connecticut Code / Title 34 / Chapter 614 / Section 34-432
Sec. 34-432. (Formerly Sec. 34-81m). Foreign 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 foreign registered limited liability partnership until any default for failure to file any annual report is cured. If the Secretary of the State finds that any annual report received from a foreign registered limited liability partnership does not conform to law, he may return it to the foreign registered limited liability partnership for correction.

(c) The Secretary of the State shall proceed as provided in section 34-433 whenever a foreign registered limited liability partnership is in default for failing to file its annual report required by section 34-431 .
Conn. Gen. Stat. § 34-247g — Connecticut Code / Title 34 / Chapter 613a / Section 34-247g
Sec. 34-247g. Withdrawal of filed record prior to taking effect.
Status: in_force

(b) A certificate of withdrawal must: (1) Identify the record to be withdrawn; and (2) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record or as otherwise provided in the operating agreement of the limited liability company.

(c) On filing by the Secretary of the State of a certificate of withdrawal, the action or transaction evidenced by the original record shall not take effect.
Conn. Gen. Stat. § 34-279l — Connecticut Code / Title 34 / Chapter 613a / Section 34-279l
Sec. 34-279l. Interest exchange authorized.
Status: in_force

(b) By complying with the provisions with this section and sections 34-279m to 34-279q , inclusive, a foreign limited liability company may be the acquiring or acquired limited liability company in an interest exchange under this section and sections 34-279m to 34-279q , inclusive, if the interest exchange is authorized by the organic law of the foreign limited liability company.

(c) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2017.
Conn. Gen. Stat. § 34-518 — Connecticut Code / Title 34 / Chapter 615 / Section 34-518
Sec. 34-518. Existence of statutory trust.
Status: in_force

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.
Conn. Gen. Stat. § 34-302 — Connecticut Code / Title 34 / Chapter 614 / Section 34-302
Sec. 34-302. Knowledge and notice.
Status: in_force

(b) A person has notice of a fact if the person: (1) Knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question.

(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(d) A person receives a notification when the notification: (1) Comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(f) A partner's knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Conn. Gen. Stat. § 34-32a — Connecticut Code / Title 34 / Chapter 610 / Section 34-32a
Sec. 34-32a. Cancellation of certificate.
Status: in_force

(1) The name of the limited partnership;

(2) The date of filing of the original certificate of limited partnership;

(3) The reason for filing the certificate of cancellation;

(4) The effective date of cancellation if it is not to be effective upon the filing of the certificate; and

(5) Any other information the general partners filing the certificate determine.
Conn. Gen. Stat. § 34-255b — Connecticut Code / Title 34 / Chapter 613a / Section 34-255b
Sec. 34-255b. Liability for contribution.
Status: in_force

(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.

(c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without notice of a compromise under this subsection, the creditor may enforce the obligation.
Conn. Gen. Stat. § 34-267g — Connecticut Code / Title 34 / Chapter 613a / Section 34-267g
Sec. 34-267g. Dissolution by forfeiture.
Status: in_force

(b) Whenever it comes to the attention of the Secretary of the State that a limited liability company is more than one year in default of filing its annual report as required by section 34-247k , the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default.

(c) Whenever it comes to the attention of the Secretary of the State that a delinquent limited liability company has failed to maintain a registered agent for service, the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company's electronic mail address as last shown on the Secretary's records that, under the provisions of this section, the limited liability company's rights and powers are prima facie forfeited. Unless the limited liability company, within three months of the sending of such notice, files an appointment of a registered agent for service, the Secretary of the State shall prepare and file in his office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default.

(d) Dissolution shall be effective upon the filing by the Secretary of the State of such certificate of dissolution by forfeiture.

(e) After filing the certificate of dissolution by forfeiture, the Secretary of the State shall: (1) Send a copy thereof to the delinquent limited liability company addressed to such limited liability company electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of dissolution by forfeiture to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of dissolution by forfeiture.

(f) A limited liability company that is dissolved by forfeiture continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 34-267a , 34-267c , 34-267d , 34-267e and 34-267f , or to apply for reinstatement under section 34-267b .

(g) The dissolution of a limited liability company by forfeiture does not terminate the authority of its registered agent.
Conn. Gen. Stat. § 34-510 — Connecticut Code / Title 34 / Chapter 615 / Section 34-510
Sec. 34-510. Interrogatories by Secretary of the State.
Status: in_force

(b) Each statutory trust, domestic or foreign, and each trustee of a statutory trust, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such trust or such trustee 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 opened 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. § 34-82 — Connecticut Code / Title 34 / Chapter 612 / Section 34-82
Sec. 34-82. Association to practice profession.
Status: in_force

(b) The articles of association of any association, formed and authorized pursuant to subsection (a) of this section, shall expressly state that the association is formed under said subsection (a) and shall be signed and sworn to by all of the members. The articles of association, duly executed, shall be filed for record with the Secretary of the State, together with a filing fee of twenty-five dollars. The Secretary of the State shall index and keep the documents in files used exclusively for such purpose.

(c) Any association formed and authorized under subsection (a) of this section shall be subject to the laws of the state of Connecticut regulating the practice of the profession of the individual members of the association.

(d) The articles of association shall be cancelled when the association is dissolved by all of its members or as otherwise provided in the articles of association. The articles of association shall be amended when (1) there is a change in the name or principal place of business of the association, or (2) the members desire to make a change in any other statement in the articles of association and have adopted such change in the manner provided in the articles of association.

(e) No amendment to the articles of association nor any dissolution of the association shall be effective until the amendment or an agreement of dissolution has been duly executed and filed for record with the Secretary of the State, together with a filing fee of ten dollars.

See Sec. 46a-59 re prohibition against discrimination based on race, national origin, creed, sex, gender identity or expression or color in associations of licensed persons.
Conn. Gen. Stat. § 34-243k — Connecticut Code / Title 34 / Chapter 613a / Section 34-243k
Sec. 34-243k. Permitted name.
Status: reserved

(b) Except as provided in subsection (d) of this section, the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, shall be distinguishable on the records of the Secretary of the State from any: (1) Name of an existing person whose formation required the filing of a record by the Secretary of the State and which is not at the time administratively dissolved and which has not at the time filed a certificate of dissolution with the Secretary of the State; (2) name under which a person is registered to do business in this state by the filing of a record by the Secretary of the State; (3) name reserved under section 34-243 l or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of the State; and (4) name registered under section 34-243m or other law of this state providing for the registration of a name by the filing of a record by the Secretary of the State.

(c) If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the Secretary of the State to change its name to a name that is distinguishable on the records of the Secretary of the State from any name in any category of names in subsection (b) of this section, the name of the consenting person may be used by the person to which the consent was given.

(d) Except as provided in subsection (e) of this section, in determining whether a name is the same as or not distinguishable on the records of the Secretary of the State from the name of another person, words, phrases or abbreviations indicating a type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “P.C.”, “PC”, “Limited”, “Ltd.”, “limited partnership”, “professional limited liability company”, “P.L.L.C.”, “PLLC”, “limited liability partnership”, “L.L.P.”, or “LLP” may not be taken into account.

(e) A person may consent in a record to the use of a name that is not distinguishable on the records of the Secretary of the State from its name except for the addition of a word, phrase or abbreviation indicating the type of person as provided in subsection (d) of this section. In such a case, the person need not change its name pursuant to subsection (b) of this section.

(f) The name of a limited liability company or foreign limited liability company may not contain language stating or implying that the limited liability company or the foreign limited liability company is organized for a purpose other than permitted by subsection (b) of section 34-243h .

(g) A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsection (b) of this section if the company delivers to the Secretary of the State a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state.
Conn. Gen. Stat. § 34-10c — Connecticut Code / Title 34 / Chapter 610 / Section 34-10c
Sec. 34-10c. Notice.
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. § 34-10 — Connecticut Code / Title 34 / Chapter 610 / Section 34-10
Sec. 34-10. Formation of limited partnership; certificate of limited partnership.
Status: in_force

(1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b ;

(2) The name and address of the agent for service of process required to be maintained by section 34-13b ;

(3) The name and business address of each general partner;

(4) The valid electronic mail address of the limited partnership;

(5) The limited partnership's North American Industry Classification System Code; and

(6) Any other matters the partners determine to include in the certificate.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

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; 210 C. 71.

Cited. 11 CA 404.
Conn. Gen. Stat. § 34-279b — Connecticut Code / Title 34 / Chapter 613a / Section 34-279b
Sec. 34-279b. Required notice or approval.
Status: in_force

(b) Property held for a charitable purpose under the law of this state by a limited liability company or foreign limited liability company immediately before a transaction under sections 34-279 to 34-279q , inclusive, becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the limited liability company or foreign limited liability company provides notice to the Attorney General and obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.

(c) A bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a merging limited liability company that is not the surviving limited liability company and that takes effect or remains payable after the merger inures to the surviving limited liability company. A trust obligation that would govern property if transferred to the merging limited liability company that does not survive the merger applies to property that is transferred to the surviving limited liability company under this section.
Conn. Gen. Stat. § 34-267e — Connecticut Code / Title 34 / Chapter 613a / Section 34-267e
Sec. 34-267e. Court proceedings.
Status: in_force

(b) Not later than ten days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.

(c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.

(d) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member or transferee that received assets in liquidation.
Conn. Gen. Stat. § 34-365 — Connecticut Code / Title 34 / Chapter 614 / Section 34-365
Sec. 34-365. Statement of dissociation.
Status: in_force

(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections (d) and (e) of section 34-324 .

(c) For the purposes of subdivision (3) of subsection (a) of section 34-363 and subdivision (3) of subsection (b) of section 34-364 , a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
Conn. Gen. Stat. § 34-247c — Connecticut Code / Title 34 / Chapter 613a / Section 34-247c
Sec. 34-247c. Signing and filing of record pursuant to judicial order.
Status: in_force

(b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action.

(c) A record filed under subdivision (3) of subsection (a) of this section is effective without being signed.
Conn. Gen. Stat. § 34-243a — Connecticut Code / Title 34 / Chapter 613a / Section 34-243a
Sec. 34-243a. Definitions.
Status: in_force

(1) “Certificate of organization” means the certificate required by section 34-247 , and includes the certificate as amended or restated.

(2) “Connecticut Entity Transactions Act” means chapter 616.

(3) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in section 34-255a which is provided by a person to a limited liability company to become a member or in the person's capacity as a member.

(4) “Debtor in bankruptcy” means a person that 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.

(5) “Disinterested individual” means an individual, including a disinterested member, who, at the time action is to be taken under section 34-271d , does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest.

(6) “Disinterested member” means a member who, at the time action is to be taken under:

(A) Subsection (b) or (d) of section 34-255g , (i) is not a party to the proceeding, (ii) is not a member who sought approval for a member's conflicting interest transaction under subsection (f) of section 34-255h or a disclaimer of the limited liability company's interest in a business opportunity under subsection (b) of section 34-255h , which approval or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a party or member described in clause (i) or (ii) of this subparagraph;

(B) Subsection (f) of section 34-255h , is not a member (i) as to whom the transaction is a member's conflicting interest transaction, or (ii) who has a material relationship with another member as to whom the transaction is a member's conflicting interest transaction; or

(C) Subsection (b) of section 34-255h , would be a disinterested member under subparagraph (B) of this subdivision if the business opportunity were a member's conflicting interest transaction.

(7) “Disinterested person” means a person, including a disinterested member, who, at the time action is to be taken under subparagraph (A) of subdivision (1) of subsection (d) of section 34-243d , does not have (A) a material interest in the outcome of the action, or (B) a material relationship with a person who has such an interest.

(8) “Distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. “Distribution”: (A) Includes (i) a redemption or other purchase by a limited liability company of a transferable interest; and (ii) a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs; and (B) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(9) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state.

(10) “Governing jurisdiction” means the jurisdiction whose law governs the internal affairs of an entity.

(11) “Jurisdiction”, when used to refer to a political entity, means the United States, a state, a foreign county or a political subdivision of a foreign country.

(12) “Limited liability company”, except in the phrase “foreign limited liability company” and when used in sections 34-279 to 34-279i , inclusive, means an entity formed under sections 34-243 to 34-283d , inclusive, or which becomes subject to said sections under the Connecticut Entity Transactions Act, or section 34-243i or 34-279h .

(13) “Majority in interest of the members” means the members owning more than fifty per cent of the transferable interests of the limited liability company, excluding any transferable interests not owned by the members; except that if it is not possible to determine which members own more than fifty per cent of the transferable interests based on the operating agreement of the limited liability company, then majority in interest of the members means the members who would receive more than fifty per cent of the distributions with respect to the dissolution of the limited liability company at the time of the vote if there would be such distributions, or if there would not be such distributions, the “majority in interest of the members” means the members who at the time of the vote contributed more than fifty per cent of the unreturned capital contributions made to the limited liability company since the date of formation of the limited liability company.

(14) “Manager” means a person that, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions set forth in subsection (c) of section 34-255f , regardless of the title used to describe such person.

(15) “Manager-managed limited liability company” means a limited liability company that qualifies under subsection (a) of section 34-255f .

(16) “Material relationship” means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the person's judgment when participating in the action to be taken.

(17) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the limited liability company or the members generally, that would reasonably be expected to impair the objectivity of the person's judgment when participating in the action to be taken.

(18) “Member” means a person that: (A) Has become a member of a limited liability company under section 34-255 or was a member in a company when the company became subject to sections 34-243 to 34-283d , inclusive, under section 34-243i ; and (B) has not dissociated under section 34-263a .

(19) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.

(20) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection (a) of section 34-243d . “Operating agreement” includes the agreement as amended or restated.

(21) “Organizer” means a person that acts under section 34-247 to form a limited liability company.

(22) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, foreign limited liability company, cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other domestic or foreign legal or commercial entity.

(23) “Principal office” means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.

(24) “Professional service” means any type of service to the public that requires members of a profession rendering such service to obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, naturopaths, chiropractors, physicians and surgeons, physician assistants, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.

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

(26) “Record”, when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(27) “Registered agent” means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company.

(28) “Registered foreign limited liability company” means a foreign limited liability company that is registered to do business in this state pursuant to a certificate of registration filed by the Secretary of the State.

(29) “Sign” means, with the present intent to authenticate or adopt a record: (A) To execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound or process.

(30) “State”, when used as a noun, means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(31) “Transfer” includes: (A) An assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law.

(32) “Transferable interest” means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. “Transferable interest” applies to any fraction of the interest, by whomever owned.

(33) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. “Transferee” includes a person that owns a transferable interest under subdivision (3) of subsection (a) of section 34-263b .

(34) “Two-thirds in interest of the members” means the members owning at least two-thirds of the transferable interests of the limited liability company, excluding any transferable interests not owned by the members; except that if it is not possible to determine which members own at least two-thirds of the transferable interests based on the operating agreement of the limited liability company, two-thirds in interest of the members means the members who would receive at least two-thirds of the distributions with respect to the dissolution of the limited liability company at the time of the vote if there would be such distributions, or if there would not be such distributions, two-thirds in interest of the members means the members who at the time of the vote contributed at least two-thirds of the unreturned capital contributions made to the limited liability company since the date of formation of the limited liability company.
Conn. Gen. Stat. § 34-33b — Connecticut Code / Title 34 / Chapter 610 / Section 34-33b
Sec. 34-33b. Consolidation of limited partnerships.
Status: in_force

(b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships and the name and jurisdiction of organization of the new limited partnership, which name may be that of any of the consolidating limited partnerships or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the interests of each party to the consolidation into interests, securities, obligations, rights to acquire other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any consolidating limited partnership of cash, securities of any limited partnership, or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in any consolidating limited partnership or of the new limited partnership; (3) a certificate of limited partnership complying with section 34-10 ; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable.
Conn. Gen. Stat. § 34-641 — Connecticut Code / Title 34 / Chapter 616 / Section 34-641
Sec. 34-641. Domestication authorized.
Status: in_force

(b) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction, provided the domestication is authorized by the law of the foreign jurisdiction.

(c) 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 the same type in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.

(d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision shall apply to a domestication of the entity as if the domestication were a merger until such time after January 1, 2014, as the provision is amended.
Conn. Gen. Stat. § 34-608 — Connecticut Code / Title 34 / Chapter 616 / Section 34-608
Sec. 34-608. Excluded entities and transactions.
Status: in_force

(1) Insurance companies, health care centers and other corporations formed under chapters 697 and 698;

(2) Health care centers, related service groups, hospital service corporations, medical service corporations and other corporations formed under chapter 698a;

(3) Prepaid legal service corporations formed under chapter 698b;

(4) Risk retention groups formed and organized under chapter 698;

(5) Fraternal benefit societies formed under chapter 700d;

(6) Banks, related organizations and other corporations formed under chapters 664, 664b and 666;

(7) Credit unions formed under chapter 667;

(8) Public service companies formed under chapter 277;

(9) Title insurance companies formed under chapter 700a;

(10) Out-of-state banks formed under chapter 666;

(11) Nondepository institutions formed under chapter 668; and

(12) Religious corporations and societies formed under chapter 598.

(b) This chapter shall not be used to effect a transaction that (1) involves any entity referenced in subsection (a) of this section, (2) is a merger or interest exchange solely between or among entities of the same type, or (3) is a conversion, merger, interest exchange or other transaction governed by sections 34-600 to 34-646 , inclusive, involving a domestic entity organized to render professional services unless the converted, surviving, acquired or domestic entity is permitted by its organic law to render the same professional services, except as otherwise permitted by the laws of this state.
Conn. Gen. Stat. § 34-507 — Connecticut Code / Title 34 / Chapter 615 / Section 34-507
Sec. 34-507. Appointment of statutory agent for service of process.
Status: in_force

(b) A statutory trust's statutory agent for service 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 statutory trust; (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 statutory trust 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 statutory trust 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 the statement to the statutory trust at its principal office. Upon expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. The Secretary of the State shall be the statutory agent for service during such periods of time when the statutory trust has no other statutory agent for service in this state. A statutory trust 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. § 34-431 — Connecticut Code / Title 34 / Chapter 614 / Section 34-431
Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report.
Status: in_force

(b) Each annual report shall set forth: (1) The name of the foreign registered limited liability partnership and, if different, the name under which such foreign registered limited liability 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 registered limited liability 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 registered limited liability partnership; (4) the name and address of the statutory agent; and (5) the foreign 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 foreign 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 foreign 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 foreign registered limited liability partnership's name, changes after the foreign registered limited liability partnership has filed its most current annual report and not later than thirty days preceding the month during which the limited liability partnership's next annual report becomes due, the foreign 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. § 34-20b — Connecticut Code / Title 34 / Chapter 610 / Section 34-20b
Sec. 34-20b. Distributions and allocation of cash or other assets to 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.
Conn. Gen. Stat. § 34-243h — Connecticut Code / Title 34 / Chapter 613a / Section 34-243h
Sec. 34-243h. Powers and purposes. Restrictions.
Status: in_force

(b) A limited liability company may be formed under sections 34-243 to 34-283d , inclusive, for the transaction of any business or the promotion of any purpose which may be lawfully carried on by a limited liability company except that of a Connecticut bank as defined in section 36a-2 .

(c) Except as provided in this subsection, a limited liability company may be formed to render professional services, provided: (1) Each member of the limited liability company must be licensed or otherwise authorized by law in this state or any other jurisdiction to render such professional services; (2) the limited liability company will render only one specific type of professional services and services ancillary to such professional services and may not engage in any business other than the rendering of professional services for which it was formed to render and services ancillary to such professional services; and (3) the limited liability company may render its professional services in this state only through its members, managers, employees and agents who are licensed or otherwise legally authorized to render such professional services within this state. A limited liability company that will render professional services by licensed or certified alcohol and drug counselors may only be formed pursuant to subdivision (2) of subsection (d) of this section.

(d) A limited liability company may be formed to render professional services rendered by members of two or more of the following professions: (1) Psychology, marital and family therapy, social work, nursing and psychiatry; (2) medicine and surgery, occupational therapy, social work, and alcohol and drug counseling; and (3) medicine and surgery, and chiropractic; provided (A) each member of the limited liability company must be licensed or otherwise authorized by law in this state or any other jurisdiction to render any of the types of professional services specified in subdivision (1), (2) or (3) of this subsection, (B) the limited liability company will render only the types of professional services specified in subdivision (1), (2) or (3) of this subsection and services ancillary to them and may not engage in any business other than the rendering of professional services for which it was formed to render and services ancillary to them, and (C) the limited liability company may render its professional services in this state only through its members, managers, employees and agents who are licensed or otherwise legally authorized to render any of the types of professional services specified in subdivision (1), (2) or (3) of this subsection within this state.

(e) The name of a limited liability company formed on or after July 1, 2017, to render professional services shall contain the words “professional limited liability company” or the abbreviation “P.L.L.C.” or “PLLC”, “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.

(f) No limited liability company formed under the provisions of sections 34-243 to 34-283d , inclusive, shall have power to transact in this state the business of a telegraph company, gas, electric, electric distribution or water company, or cemetery corporation, or of any company, except a telephone company, requiring the right to take and condemn lands or to occupy the public highways of this state.

(g) No limited liability company may be formed under the provisions of sections 34-243 to 34-283d , inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless (1) it is an affiliate of an insurance company chartered by, incorporated, organized or constituted within or under the laws of this state; and (2) at the time of the filing of its certificate of organization, there is also filed a certificate issued by the Insurance Commissioner, pursuant to section 33-646 , authorizing the formation of the limited liability company. No limited liability company formed under the provisions of sections 34-243 to 34-283d , inclusive, shall have power to transact in this state the business of any insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41 .

(h) Nothing in sections 34-243 to 34-283d , inclusive, shall be construed to authorize a limited liability company formed under said sections to transact any business except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of sections 34-243 to 34-283d , inclusive, shall govern all limited liability companies, except that where by law special provisions are made in the case of a designated class or classes of limited liability companies governing the limited liability company procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state or otherwise prescribing the conduct of such limited liability companies, such procedure, power, action or conduct shall be governed by such special provisions whether or not such limited liability companies are formed under said sections.

(i) Nothing in this section shall prohibit the formation of a limited liability company under sections 34-243 to 34-283d , inclusive, for the transaction of any business or for the promotion of any purpose in any other state if not prohibited by the laws thereof.
Conn. Gen. Stat. § 34-33a — Connecticut Code / Title 34 / Chapter 610 / Section 34-33a
Sec. 34-33a. Merger of limited partnerships.
Status: in_force

(b) The plan of merger, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each party to the merger and the name of the limited partnership which is to be the survivor; (2) the terms and conditions of the merger, including the manner and basis of converting the interests of each party to the merger into other securities, interests, obligations, rights to acquire, interests, securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any merging limited partnership of cash, securities of any limited partnership or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in a limited partnership which is not the survivor in the merger; (3) any changes in the certificate of limited partnership of the survivor; (4) the effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and (5) such other provisions with respect to the merger as are deemed necessary or desirable.
Conn. Gen. Stat. § 34-623 — Connecticut Code / Title 34 / Chapter 616 / Section 34-623
Sec. 34-623. Approval of interest exchange.
Status: in_force

(1) By a domestic acquired entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an exchange of interests; (B) except as otherwise provided in subsection (c) of this section, if neither its organic law nor organic rules provide for approval of an exchange of interests, then in accordance with the requirements, if any, in its organic law and organic rules for approval of a merger, as if the interest exchange were a merger; or (C) if neither its organic law nor organic rules provide for approval of an exchange of interests or a merger, 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 acquired entity that shall have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation, (A) the organic rules of the entity provide in a record for the approval of an interest exchange or a 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 such provision of the organic rules or became an interest holder after the adoption of such provision.

(b) An interest exchange involving a foreign acquired 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.

(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity shall not be required to approve the interest exchange.
Conn. Gen. Stat. § 34-322 — Connecticut Code / Title 34 / Chapter 614 / Section 34-322
Sec. 34-322. Partner as agent of partnership.
Status: in_force

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Conn. Gen. Stat. § 34-38n — Connecticut Code / Title 34 / Chapter 610 / Section 34-38n
Sec. 34-38n. Fees payable to the Secretary of the State for limited partnership documents.
Status: in_force

(b) Miscellaneous charges: (1) At the time of any service of process on the Secretary of the State as statutory agent of a limited partnership, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document or instrument or paper filed or recorded relating to a limited partnership: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification and official seal thereto, fifteen dollars; (3) for preparing and furnishing a certificate that may reflect any and all changes of limited partnership names and the dates of filing thereof, fifty dollars; and (4) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees which shall, in his judgment, cover the cost of the services provided.

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. § 34-600 — Connecticut Code / Title 34 / Chapter 616 / Section 34-600
Sec. 34-600. Definitions.
Status: in_force

(1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange.

(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

(3) “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to (A) propose a transaction subject to this chapter; (B) adopt and approve the terms and conditions of the transaction; and (C) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

(4) “Business corporation” means a corporation with capital stock whose internal affairs are governed by the law of this state.

(5) “Conversion” means a transaction authorized by part IV of this chapter.

(6) “Converted entity” means the converting entity as it continues in existence after a conversion.

(7) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to section 34-633 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

(8) “Domestic entity”, unless the context otherwise requires, means an entity whose internal affairs are governed by the law of this state.

(9) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

(10) “Domesticating entity” means the domestic entity that approves a plan of domestication pursuant to section 34-643 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

(11) “Domestication” means a transaction authorized by part V of this chapter.

(12) “Entity”, unless the context otherwise requires, means (A) a business corporation; (B) a nonprofit corporation; (C) a general partnership, including a limited liability partnership; (D) a limited partnership, including a limited liability limited partnership; (E) a limited liability company; (F) a business trust or statutory trust entity; (G) an unincorporated nonprofit association; (H) a cooperative; or (I) any other person who has a separate legal existence or the power to acquire an interest in real property in his or her own name other than (i) an individual; (ii) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust; (iii) an association or relationship that is not a partnership solely by reason of the law of any other jurisdiction; (iv) a decedent's estate; or (v) a government, a governmental subdivision, agency or instrumentality, or a quasi-governmental instrumentality.

(13) “Filing entity” means an entity that is created by the filing of a public organic document.

(14) “Foreign entity” means an entity other than a domestic entity.

(15) “Governance interest” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to (A) receive or demand access to information concerning, or the books and records of, the entity; (B) vote for the election of the governors of the entity; or (C) receive notice of or vote on any or all issues involving the internal affairs of the entity.

(16) “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

(17) “Interest”, unless the context otherwise requires, means (A) a governance interest in an unincorporated entity; (B) a transferable interest in an unincorporated entity; or (C) a share or membership in a corporation.

(18) “Interest exchange” means a transaction authorized by part III of this chapter.

(19) “Interest holder” means a direct holder of an interest.

(20) “Interest holder liability” means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder, or (ii) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.

(21) “Jurisdiction of organization” of an entity means the jurisdiction under which the law includes the organic law of the entity.

(22) “Liability” means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent.

(23) “Merger” means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State.

(24) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

(25) “Nonprofit corporation” means a corporation whose internal affairs are governed by chapter 602.

(26) “Organic law” means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646 , inclusive, governing the internal affairs of an entity.

(27) “Organic rules” means the public organic document and private organic rules of an entity.

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

(29) “Plan” means a plan of merger, interest exchange, conversion or domestication.

(30) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any.

(31) “Protected agreement” means (A) a record evidencing indebtedness and any related agreement in effect on or after January 1, 2014; (B) an agreement that is binding on an entity on or after January 1, 2014; (C) the organic rules of an entity in effect on or after January 1, 2014; or (D) an agreement that is binding on any of the governors or interest holders of an entity on or after January 1, 2014.

(32) “Public organic document” means the public record, the filing of which creates an entity and any amendment to or restatement of such record.

(33) “Qualified foreign entity” means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of the State.

(34) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

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

(36) “Surviving entity” means the entity that continues in existence after a merger or that is created by a merger.

(37) “Transferable interest” means the right under an entity's organic law to receive distributions from the entity.

(38) “Type”, with regard to an entity, means a generic form of entity (A) recognized at common law, or (B) organized under an organic law, whether or not an entity organized under such organic law is subject to the provisions of such organic law creating different categories of the form of entity.
Conn. Gen. Stat. § 34-38t — Connecticut Code / Title 34 / Chapter 610 / Section 34-38t
Sec. 34-38t. Foreign limited partnerships. Failure to file report. Incorrect report.
Status: in_force

(b) The Secretary of the State shall not accept for filing a report from a foreign 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 foreign limited partnership does not conform to law, he may return it to the foreign 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 foreign 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 foreign limited partnership shall be in default for failure to file two reports.
Conn. Gen. Stat. § 34-313 — Connecticut Code / Title 34 / Chapter 614 / Section 34-313
Sec. 34-313. Partnership as entity.
Status: in_force

Standing of individual partners versus standing of partnership. 51 CA 790.
Conn. Gen. Stat. § 34-27 — Connecticut Code / Title 34 / Chapter 610 / Section 34-27
Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest.
Status: in_force

(b) The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.

A partner may assign his right to the distribution of profits from the partnership without the consent of the other partners. 1 CA 656. Cited. 11 CA 404; 35 CA 81.
Conn. Gen. Stat. § 34-243i — Connecticut Code / Title 34 / Chapter 613a / Section 34-243i
Sec. 34-243i. Effective date. Application to existing relationships.
Status: in_force

(b) For purposes of applying the provisions of sections 34-243 to 34-283d , inclusive, to a limited liability company formed before July 1, 2017: (1) The company's articles of organization are deemed to be the company's certificate of organization; and (2) for purposes of applying the provisions of subdivision (14) of section 34-243a and subject to subsection (d) of section 34-243f , language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement.
Conn. Gen. Stat. § 34-255d — Connecticut Code / Title 34 / Chapter 613a / Section 34-255d
Sec. 34-255d. Limitations on distributions.
Status: in_force

(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or (2) a fair valuation or other method that is reasonable under the circumstances.

(c) Except as provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured: (1) In the case of a distribution as described in subparagraph (A) of subdivision (8) of section 34-243a , the date money or other property is transferred or debt is incurred by the company; or (2) in all other cases, as of the date: (A) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date; or (B) the payment is made, if the payment occurs more than one hundred days after the distribution is authorized.

(d) A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.

(e) A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

(f) In measuring the effect of a distribution under section 34-267f , the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 34-267c , 34-267d or 34-267e .
Conn. Gen. Stat. § 34-279o — Connecticut Code / Title 34 / Chapter 613a / Section 34-279o
Sec. 34-279o. Amendment or abandonment of plan of interest exchange.
Status: in_force

(b) An acquired limited liability company may approve an amendment of a plan of interest exchange: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the managers or members of the limited liability company in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the acquired limited liability company under the plan; (B) the certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired limited liability company under sections 34-243 to 34-283d , inclusive, or the operating agreement; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.

(c) After a plan of interest exchange has been approved and before a certificate of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, an acquired limited liability company may abandon the plan in the same manner as the plan was approved.

(d) If a plan of interest exchange is abandoned after a certificate of interest exchange has been delivered to the Secretary of the State for filing and before the certificate of interest exchange becomes effective, a certificate of abandonment, signed by the acquired limited liability company, must be delivered to the Secretary of the State for filing before the certificate of interest exchange becomes effective. The certificate of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The certificate of abandonment must contain: (1) The name of the acquired limited liability company; (2) the date on which the certificate of interest exchange was delivered to the Secretary of the State for filing; and (3) a statement that the interest exchange has been abandoned in accordance with this section.
Conn. Gen. Stat. § 34-263a — Connecticut Code / Title 34 / Chapter 613a / Section 34-263a
Sec. 34-263a. Events causing dissociation.
Status: in_force

(1) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date;

(2) An event set forth in the operating agreement as causing the person's dissociation occurs;

(3) The person is expelled as a member pursuant to the operating agreement;

(4) The person is expelled as a member by the unanimous consent of the other members if: (A) It is unlawful to carry on the company's activities and affairs with the person as a member; (B) there has been a transfer of all the person's transferable interest in the company, other than: (i) A transfer for security purposes; or (ii) a charging order in effect under section 34-259b ; or (C) the person is an entity and: (i) The company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, its charter or its equivalent has been revoked, or the person's right to conduct business has been suspended by the governing jurisdiction; and (ii) not later than ninety days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded or revoked, or the person's charter or the equivalent or right to conduct business has not been reinstated;

(5) On application by the company or a member in a direct action under section 34-271 , the person is expelled as a member by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company's activities and affairs; (B) has committed wilfully or persistently, or is committing wilfully or persistently, a material breach of the operating agreement or a duty or obligation under section 34-255h ; or (C) has engaged or is engaging in conduct relating to the company's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member;

(6) In the case of an individual: (A) The individual dies; or (B) in a member-managed limited liability company: (i) A guardian or general conservator for the individual is appointed; or (ii) a court orders that the individual has otherwise become incapable of performing the individual's duties as a member under sections 34-243 to 34-283d , inclusive, or the operating agreement;

(7) In a member-managed limited liability company, the person: (A) Becomes a debtor in bankruptcy; (B) executes an assignment for the benefit of creditors; or (C) seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all the person's property;

(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the company is distributed;

(9) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed;

(10) In the case of a person that is not an individual, the existence of the person terminates;

(11) The company participates in a merger under sections 34-279 to 34-279q , inclusive, or the Connecticut Entity Transactions Act and: (A) The company is not the surviving entity; or (B) otherwise as a result of the merger, the person ceases to be a member;

(12) The company participates in an interest exchange under sections 34-279 to 34-279q , inclusive, or the Connecticut Entity Transactions Act and, as a result of the interest exchange, the person ceases to be a member;

(13) The company participates in a conversion under sections 34-279 to 34-279g , inclusive, or the Connecticut Entity Transactions Act;

(14) The company participates in a domestication under sections 34-279 to 34-279q , inclusive, or the Connecticut Entity Transactions Act and, as a result of the domestication, the person ceases to be a member; or

(15) The company dissolves and completes winding up.
Conn. Gen. Stat. § 34-243o — Connecticut Code / Title 34 / Chapter 613a / Section 34-243o
Sec. 34-243o. Change of registered agent or address for registered agent by limited liability company.
Status: in_force

(b) The members or managers of a limited liability company need not approve the delivery to the Secretary of the State for filing of a: (1) Change of address of agent certificate or a change of agent certificate under this section; or (2) similar filing changing the registered agent or registered office, if any, of the limited liability company in any other jurisdiction.

(c) A change of agent certificate filed under this section designating a new registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.
Conn. Gen. Stat. § 34-388 — Connecticut Code / Title 34 / Chapter 614 / Section 34-388
Sec. 34-388. Merger of partnerships.
Status: in_force

(b) The plan of merger shall set forth:

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

(2) The name of the survivor into which the other partnerships shall merge;

(3) The status of each partner;

(4) The terms and conditions of the merger;

(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the survivor or into money or other property in whole or part;

(6) The street address of the survivor's chief executive office;

(7) The effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and

(8) Such other provisions with respect to the merger as are deemed necessary or desirable.

(c) The plan of merger shall be approved by all of the partners or a number or percentage specified for merger in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) Any effective date specified in the plan of merger.
Conn. Gen. Stat. § 34-502 — Connecticut Code / Title 34 / Chapter 615 / Section 34-502
Sec. 34-502. Authorization of statutory trust. Applicability to common law business trusts. Governing law.
Status: in_force

(b) The laws of this state shall govern the organization and internal affairs of all domestic statutory trusts.
Conn. Gen. Stat. § 34-633 — Connecticut Code / Title 34 / Chapter 616 / Section 34-633
Sec. 34-633. Approval of plan of conversion.
Status: in_force

(1) By a domestic converting entity (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not provide for approval of a conversion, 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 conversion were a merger; or (ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (A) or (B) 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 converting entity that shall have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a conversion or a 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 such provision of the organic rules or became an interest holder after the adoption of such provision.

(b) A conversion of a foreign converting 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 or the foreign entity's organic rules.
Conn. Gen. Stat. § 34-275g — Connecticut Code / Title 34 / Chapter 613a / Section 34-275g
Sec. 34-275g. Revocation of foreign registration certificate.
Status: in_force

(b) On the happening of an event set forth in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days' written notice to the foreign limited liability company that the Secretary intends to revoke the foreign registration certificate of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by electronic mail addressed to the foreign limited liability company at its electronic mail 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 limited liability company establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its foreign registration certificate 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 set forth in the notice, the Secretary shall revoke the foreign registration certificate of such foreign limited liability company to transact business in this state.

(c) Upon revoking the foreign registration certificate of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Send a copy thereof to such foreign limited liability company at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate of revocation shall cause the authority of a foreign limited liability company to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited liability company of a registered agent upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.
Conn. Gen. Stat. § 34-340 — Connecticut Code / Title 34 / Chapter 614 / Section 34-340
Sec. 34-340. Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
Conn. Gen. Stat. § 34-625 — Connecticut Code / Title 34 / Chapter 616 / Section 34-625
Sec. 34-625. Certificate of interest exchange; effective date.
Status: in_force

(b) A certificate of interest exchange shall contain:

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

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

(3) If the certificate of interest exchange is not to be effective upon filing, the date and time on which it will become effective, which may not be more than ninety days after the date of filing;

(4) A statement that the plan of interest exchange was approved by the acquired entity in accordance with this part; and

(5) Any amendments to the acquired entity's public organic document approved as part of the plan of interest exchange.

(c) A certificate of interest exchange may contain any other provision not prohibited by law.

(d) A certificate of interest exchange shall become effective on the date and time of its filing or on the date and time specified in the certificate of interest exchange.
Conn. Gen. Stat. § 34-635 — Connecticut Code / Title 34 / Chapter 616 / Section 34-635
Sec. 34-635. Certificate of conversion; effective date.
Status: in_force

(b) A certificate of conversion shall contain:

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

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

(3) If the certificate of conversion is not to be effective upon its filing, the date and time on which it shall become effective;

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

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

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

(7) If the converted 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 34-636 .

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

(d) If the converted 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 conversion shall become effective upon the date and time of its filing or the date and time specified in the certificate of conversion.
Conn. Gen. Stat. § 34-279 — Connecticut Code / Title 34 / Chapter 613a / Section 34-279
Sec. 34-279. Definitions.
Status: in_force

(1) “Interest exchange” means a transaction authorized by sections 34-279m to 34-279q , inclusive.

(2) “Merger” means a transaction in which two or more merging limited liability companies and foreign limited liability companies are combined into a surviving limited liability company pursuant to a filing with the Secretary of the State pursuant to section 34-279j .

(3) “Merging limited liability company” means a limited liability company or foreign limited liability company that is party to a merger.

(4) “Organic law” means, with respect to a limited liability company, the provisions of sections 34-243 to 34-283d , inclusive, as in effect in this state from time to time, and with respect to a foreign limited liability company, the law of the governing jurisdiction governing the internal affairs of a foreign limited liability company.

(5) “Organizational documents” means the certificate of organization and operating agreement of a limited liability company or a foreign limited liability company, or comparable records of a foreign limited liability company as provided in its organic law.

(6) “Plan” means a plan of merger or interest exchange.

(7) “Protected agreement” means: (A) A record evidencing indebtedness and any related agreement in effect on or after July 1, 2017; (B) an agreement that is binding on a limited liability company or foreign limited liability company on or after July 1, 2017; (C) the organizational documents of a limited liability company in effect on or after July 1, 2017; or (D) an agreement that is binding on any of the members or managers of a limited liability company or foreign limited liability company on or after July 1, 2017.

(8) “Surviving limited liability company” means a limited liability company or foreign limited liability company into which one or more other limited liability companies and foreign limited liability companies are merged whether the surviving limited liability company preexisted the merger or was created by the merger.
Conn. Gen. Stat. § 34-38u — Connecticut Code / Title 34 / Chapter 610 / Section 34-38u
Sec. 34-38u. Foreign limited partnerships. Revocation of certificate of registration.
Status: in_force

(b) On the happening of the events set out in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days' written notice to the foreign limited partnership that he intends to revoke the certificate of registration of such foreign limited partnership for one of said causes, specifying the same. Such notice shall be given by electronic mail addressed and sent to the foreign limited partnership at its electronic mail address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in such notice, the foreign limited partnership 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, the Secretary shall revoke the certificate of registration of such foreign limited partnership to transact business in this state.

(c) Upon revoking the certificate of registration of any foreign limited partnership, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Send a copy thereof to such foreign limited partnership at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate of revocation shall cause the authority of a foreign limited partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state.
Conn. Gen. Stat. § 34-13c — Connecticut Code / Title 34 / Chapter 610 / Section 34-13c
Sec. 34-13c. Records to be kept.
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. § 34-255h — Connecticut Code / Title 34 / Chapter 613a / Section 34-255h
Sec. 34-255h. Standards of conduct for members and managers.
Status: in_force

(b) The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties:

(1) To account to the company and to hold as trustee for it any property, profit or benefit derived by the member: (A) In the conduct or winding up of the company's activities and affairs; (B) from a use by the member of the company's property; or (C) from the appropriation of a company opportunity;

(2) To refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company; and

(3) To refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.

(c) (1) A member of a member-managed limited liability company shall discharge the duties of such member as a member, including duties as a member of a committee of the members of the limited liability company: (A) In good faith; (B) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (C) in a manner the member reasonably believes to be in the best interests of the limited liability company.

(2) In discharging such duties, the member is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (A) One or more officers or employees of the limited liability company whom the member reasonably believes to be reliable and competent in the matters presented; (B) legal counsel, public accountants or other persons as to matters the member reasonably believes are within the person's professional or expert competence; or (C) a committee of members of the limited liability company of which the member is not a member if the member reasonably believes the committee merits confidence.

(3) In discharging such duties under subsection (a) of this section and the operating agreement, a member or manager shall not be liable to the limited liability company or to any other member for actions or failure to act pursuant to the provisions of the operating agreement, except that a member is not acting in good faith if the member has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted.

(d) A member shall discharge the duties and obligations under sections 34-243 to 34-283d , inclusive, or under the operating agreement and exercise any rights consistently with the implied contractual obligation of good faith and fair dealing.

(e) A member, other than in the capacity of a manager, does not violate a duty or obligation under sections 34-243 to 34-283d , inclusive, or under the operating agreement solely because the member's conduct furthers the member's own interest.

(f) A majority in interest of disinterested members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(g) It is a defense to a claim under subdivision (2) of subsection (b) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.

(h) If, as permitted by subsection (f) of this section, subdivision (5) of subsection (i) of this section or the operating agreement, a member enters into a transaction with the limited liability company which otherwise would be prohibited by subdivision (2) of subsection (b) of this section, the member's rights and obligations arising from the transaction are the same as those of a person that is not a member.

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

(1) Subsections (a), (b), (c) and (g) of this section apply to the manager or managers and not the members.

(2) Subsection (d) of this section applies to managers and members.

(3) Subsection (e) of this section applies only to members.

(4) The power to ratify under subsection (f) of this section applies only to the members.

(5) Subject to subsection (d) of this section, a member does not have any duty to the company or to any other member solely by reason of being a member.
Conn. Gen. Stat. § 34-243s — Connecticut Code / Title 34 / Chapter 613a / Section 34-243s
Sec. 34-243s. Delivery of record.
Status: in_force

(b) Delivery to the Secretary of the State is effective only when a record is received by the Secretary of the State.
Conn. Gen. Stat. § 34-28c — Connecticut Code / Title 34 / Chapter 610 / Section 34-28c
Sec. 34-28c. Winding up of limited partnership.
Status: in_force

(b) Upon the dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section 34-32a , the persons winding up the affairs of the limited partnership may, in the name of, and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the limited partnership, dispose of and convey the property of the limited partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.
Conn. Gen. Stat. § 34-516 — Connecticut Code / Title 34 / Chapter 615 / Section 34-516
Sec. 34-516. Rights of beneficial owners in property of statutory trust.
Status: in_force

(b) No creditor of a beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.

(c) A beneficial owner's beneficial interest in the statutory trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a statutory trust, a beneficial owner has no interest in specific statutory trust property.

(d) A beneficial owner's beneficial interest in the statutory trust is freely transferable except to the extent otherwise provided in the governing instrument of the statutory trust.

(e) Except to the extent otherwise provided in the governing instrument of a statutory trust, at the time a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust.
Conn. Gen. Stat. § 34-362 — Connecticut Code / Title 34 / Chapter 614 / Section 34-362
Sec. 34-362. Purchase of dissociated partner's interest.
Status: in_force

(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under subsection (b) of section 34-378 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.

(c) Damages for wrongful dissociation under subsection (b) of section 34-356 , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 34-363 .

(e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.

(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of this section, must be accompanied by the following: (1) A statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section or other terms of the obligation to purchase.

(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

(i) A dissociated partner may maintain an action against the partnership, pursuant to subparagraph (B) of subdivision (2) of subsection (b) of section 34-339 , to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section or other terms of the obligation to purchase. The action must be commenced within one hundred twenty days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section.

Subsec. (b):

Date of dissociation for purpose of valuing dissociated partner's interest in partnership is date on which an appeal from judgment of dissociation has been decided and time to file a motion for reconsideration of decision has expired. 316 C. 677.

Subsec. (h):

A partner who wrongfully dissociated from the partnership is not entitled to interest on buyout award until the award becomes due and owing. 316 C. 677.

Subsec. (i):

Only a dissociated partner, and not a remaining partner, may bring an action to compel valuation, and remaining partner's claim for equitable relief to compel valuation conflicts with Sec. 34-303(a) which provides that Uniform Partnership Act governs matters not governed by partnership agreement. 293 C. 60.
Conn. Gen. Stat. § 34-540 — Connecticut Code / Title 34 / Chapter 615 / Section 34-540
Sec. 34-540. 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 statutory trust shall not be considered to be transacting business in this state, for the purposes of sections 34-500 to 34-547 , inclusive, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of its trustees or beneficiaries or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the foreign statutory trust's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) voting securities or other equity ownership interests owned by the foreign statutory trust; (10) conducting an isolated transaction that is complete within thirty days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce.

(c) A foreign statutory trust shall not be considered to be transacting business solely because it: (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.

(d) This section does not apply in determining the contacts or activities that may subject a foreign statutory trust to service of process or taxation in this state or to regulation under any other law of this state.
Conn. Gen. Stat. § 34-25 — Connecticut Code / Title 34 / Chapter 610 / Section 34-25
Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when.
Status: in_force

(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section 34-13c , of the stated contribution that has not been made.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by the consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership, who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before a cancellation or amendment thereof to reflect the compromise, may enforce the original obligation.

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. § 34-279f — Connecticut Code / Title 34 / Chapter 613a / Section 34-279f
Sec. 34-279f. Applicability of appraisal rights.
Status: in_force

(b) A member of a merging limited liability company pursuant to a merger under sections 34-279h to 34-279k , inclusive, or an acquired limited liability company pursuant to sections 34-279 l to 34-279q , inclusive, is entitled to contractual appraisal rights in connection with the transaction to the extent provided in: (1) The limited liability company's organizational documents; or (2) the plan.
Conn. Gen. Stat. § 34-279i — Connecticut Code / Title 34 / Chapter 613a / Section 34-279i
Sec. 34-279i. Action on plan of merging limited liability company.
Status: in_force

(b) Subject to any contractual rights, after a merger is approved, and at any time before a certificate of merger becomes effective, a merging limited liability company may amend the plan of merger or abandon the merger: (1) As provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
Conn. Gen. Stat. § 34-506 — Connecticut Code / Title 34 / Chapter 615 / Section 34-506
Sec. 34-506. Name of statutory trust. Reservation of name.
Status: reserved

(b) The name of each statutory trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.

(c) The name of each statutory trust as set forth in its certificate of trust shall contain one or more of the following words or abbreviations: “Statutory Trust”, “Limited Liability Trust”, “Limited”, “LLT”, “L.L.T.”, or “Ltd.”.

(d) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a statutory trust and to adopt that name; (2) any statutory trust intending to register in this state and to adopt that name; (3) any foreign statutory trust intending to register in this state and to adopt that name; or (4) any person intending to organize a foreign statutory trust and to have it register in this state and to adopt that name.

(e) The reservation shall be made by filing with the Secretary of the State an application, executed by the applicant, together with the applicable fee. If the office of the Secretary of the State finds that the name is available for use by a domestic or foreign statutory trust, it shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first day of the one hundred twenty days. The holder of a reserved statutory trust name may renew the reservation for successive periods of one hundred twenty days each from the date of such renewal. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the office of the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved. Any person for whom a specified statutory trust name has been reserved, or a transferee of such person, may, during the period for which such name is reserved, terminate such reservation by filing with the office of the Secretary of the State an application for cancellation of reservation of statutory trust name, executed by the applicant, together with the applicable fee.

(f) A fee as set forth in subdivision (1) of subsection (a) of section 34-509 shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
Conn. Gen. Stat. § 34-32b — Connecticut Code / Title 34 / Chapter 610 / Section 34-32b
Sec. 34-32b. Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service.
Status: in_force

(b) Whenever any limited partnership is more than one year in default of filing its annual report as required by section 34-13e , the Secretary of the State may notify such limited partnership by electronic mail addressed and sent to such limited partnership at its electronic mail address as last shown on the Secretary's records that under the provisions of this section the limited partnership's rights and powers are prima facie forfeited. Unless the limited partnership, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of cancellation by forfeiture stating that the delinquent limited partnership's certificate has been cancelled by forfeiture by reason of its default.

(c) Whenever it comes to the attention of the Secretary of the State that a limited partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such limited partnership by electronic mail addressed and sent to such limited partnership at its electronic mail address as last shown on the Secretary's records that under the provisions of this section the limited partnership's rights and powers are prima facie forfeited. Unless the limited partnership within three months of the sending of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of cancellation by forfeiture stating that the delinquent limited partnership's certificate has been cancelled by forfeiture by reason of its default.

(d) Cancellation shall be effective upon the filing by the Secretary of the State in his office of such certificate of cancellation by forfeiture.

(e) After filing the certificate of cancellation by forfeiture, the Secretary of the State shall: (1) Send a copy thereof to the delinquent limited partnership at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of cancellation by forfeiture to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of cancellation by forfeiture.
Conn. Gen. Stat. § 34-267c — Connecticut Code / Title 34 / Chapter 613a / Section 34-267c
Sec. 34-267c. Known claims against dissolved limited liability company.
Status: in_force

(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) Specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline.

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and: (1) The claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than ninety days after the complainant receives the notice.

(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Conn. Gen. Stat. § 34-32 — Connecticut Code / Title 34 / Chapter 610 / Section 34-32
Sec. 34-32. Amendment of certificate.
Status: in_force

(1) The name of the limited partnership;

(2) The date of filing the original certificate of limited partnership; and

(3) The amendment to the certificate.

(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) The continuation of the business under section 34-28a after an event of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the thirty-day period specified in subsection (b).

(f) A restated certificate of limited partnership may be executed and filed in the same manner as the certificate of amendment.

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. § 34-356 — Connecticut Code / Title 34 / Chapter 614 / Section 34-356
Sec. 34-356. Partner's power to dissociate. Wrongful dissociation.
Status: in_force

(b) A partner's dissociation is wrongful only if:

(1) It is in breach of an express provision of the partnership agreement; or

(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under this subsection; (B) the partner is expelled by judicial determination under subdivision (5) of section 34-355 ; (C) the partner is dissociated by becoming a debtor in bankruptcy; or (D) in the case of a partner who is not an individual, trust, other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.

(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
Conn. Gen. Stat. § 34-243r — Connecticut Code / Title 34 / Chapter 613a / Section 34-243r
Sec. 34-243r. Service of process, notice or demand.
Status: in_force

(b) When the Secretary of the State and the Secretary of the State's successors in office have been appointed a foreign limited liability company's agent for service of process, the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt, and, within two business days after such service, forward by registered or certified mail the other copy of such process to the foreign limited liability company at the address of the office designated in the application for registration filed pursuant to subdivision (4) of section 34-275b . Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on the Secretary of the State's records.

(c) If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served by any proper officer or other person lawfully empowered to make service, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office. The address of the principal office shall be as shown on the company's or foreign company's most recent annual report filed by the Secretary of the State. Service is effected under this subsection on the earliest of: (1) The date the company or foreign company receives the mail or delivery by the commercial delivery service; (2) the date shown on the return receipt, if signed by the company or foreign company; or (3) five days after its deposit with the United States Postal Service, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

(d) If process, notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection (a) or (b) of this section, service may be made by any proper officer or other person lawfully empowered to make service handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.

(e) Service of process, notice or demand on a registered agent shall be in a written record.

(f) Service of process, notice or demand may be made by other means under law other than the provisions of sections 34-243 to 34-283d , inclusive.
Conn. Gen. Stat. § 34-27c — Connecticut Code / Title 34 / Chapter 610 / Section 34-27c
Sec. 34-27c. Withdrawal of limited partner; notice.
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. § 34-524 — Connecticut Code / Title 34 / Chapter 615 / Section 34-524
Sec. 34-524. Indemnification.
Status: in_force

(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state.
Conn. Gen. Stat. § 34-279q — Connecticut Code / Title 34 / Chapter 613a / Section 34-279q
Sec. 34-279q. Effect of interest exchange.
Status: in_force

(b) Except as otherwise provided in the operating agreement of an acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager or third party would otherwise have upon a dissolution, liquidation or winding up of the acquired limited liability company.

(c) The transferable interests in a limited liability company that are to be exchanged under the terms of the plan of interest exchange are so exchanged, and the former holders thereof are entitled only to the rights provided in the plan of interest exchange and to any appraisal rights they have under section 34-279f and the acquired limited liability company's organic law.
Conn. Gen. Stat. § 34-337 — Connecticut Code / Title 34 / Chapter 614 / Section 34-337
Sec. 34-337. Rights and duties of a partner with respect to information.
Status: in_force

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or sections 34-300 to 34-399 , inclusive; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

Subsec. (b):

Subsec. does not provide for unfettered access, nor does it state that the only limitations that may be imposed are on the hours in which records shall be made available. 293 C. 60.
Conn. Gen. Stat. § 34-13 — Connecticut Code / Title 34 / Chapter 610 / Section 34-13
Sec. 34-13. Name.
Status: in_force

(1) Shall contain without abbreviation the words “limited partnership”;

(2) May not contain the name of a limited partner unless it is also the name of a general partner or the business of the limited partnership had been carried on under that name before the admission of that limited partner; and

(3) Shall be such as to distinguish it upon the records in the office of the Secretary of the State from the name of (A) any corporation, limited partnership or limited liability company organized under the laws of this state or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in this state, or (B) 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.

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. § 34-430 — Connecticut Code / Title 34 / Chapter 614 / Section 34-430
Sec. 34-430. (Formerly Sec. 34-81k). Foreign limited liability partnership: Transacting business without filing certificate of authority.
Status: in_force

(b) The failure of a foreign registered limited liability partnership to file a certificate of authority under section 34-429 does not: (1) Impair the validity of any contract or act of the foreign registered limited liability partnership; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; (3) prevent the foreign registered limited liability partnership from defending any action, suit or proceeding in any court of this state, or (4) affect the status of the foreign registered limited liability partnership as such or the liabilities of the partners thereof.

(c) A foreign registered limited liability partnership which transacts business in this state without filing a certificate of authority under section 34-429 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 registered limited liability partnership had it duly applied for and received such authority 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 registered limited liability partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without filing a certificate of authority under section 34-429 , in an amount equal to three hundred dollars, except that a foreign registered limited liability partnership which has filed a certificate of authority 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.

(d) The civil penalty set forth in subsection (c) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign registered limited liability partnership has transacted business in this state in violation of sections 34-300 to 34-434 , inclusive, the court may, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign registered limited liability partnership and the further exercise of any rights and privileges of a registered limited liability partnership in this state. The foreign registered limited liability partnership may 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 registered limited liability partnership has otherwise complied with the provisions of said sections.

(e) A partner of a foreign registered limited liability partnership is not liable for the debts, obligations and liabilities of or chargeable to the partnership solely because that partnership transacted business in this state without a valid certificate of authority. By transacting business in this state without filing a certificate of authority under section 34-429 , the partners of a foreign registered limited liability partnership are deemed to have rendered themselves liable for the penalties, fees and taxes described in subsection (c) of this section.
Conn. Gen. Stat. § 34-243b — Connecticut Code / Title 34 / Chapter 613a / Section 34-243b
Sec. 34-243b. Knowledge. Notice.
Status: in_force

(b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under subdivision (2) of subsection (d) of this section.

(c) Subject to subsection (f) of section 34-247i , a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(d) A person that is not a member is deemed to have notice of a limited liability company's: (1) Dissolution ninety days after a certificate of dissolution under subparagraph (A) of subdivision (2) of subsection (b) of section 34-267a becomes effective; and (2) participation in a merger, interest exchange, conversion or domestication ninety days after articles of merger, interest exchange, conversion or domestication become effective under sections 34-279 to 34-279q , inclusive, or under the Connecticut Entity Transactions Act.
Conn. Gen. Stat. § 34-422 — Connecticut Code / Title 34 / Chapter 614 / Section 34-422
Sec. 34-422. (Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate.
Status: in_force

(b) Whenever any registered limited liability partnership is more than one year in default of filing its annual report, the Secretary of the State may notify such registered limited liability partnership by electronic mail addressed to such registered limited liability partnership and sent to the limited liability partnership's electronic mail address as last shown in the records of said Secretary that under the provisions of this section the registered limited liability partnership's status as a registered limited liability partnership is to be revoked by reason of its default. Unless, within three months after the sending of such notice, the registered limited liability partnership files a report made out and verified in all respects as the annual report of such registered limited liability partnership, the Secretary of the State shall prepare and file in the office of said Secretary a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of such partnership or the liability of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.

(c) Whenever it comes to the attention of the Secretary of the State that a registered limited liability partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such registered limited liability partnership by electronic mail addressed to such registered limited liability partnership and sent to such registered limited liability partnership's electronic mail address as last shown on the Secretary's records that under the provisions of this section the registered limited liability partnership's rights and powers are in default. Unless the registered limited liability partnership within three months of the sending of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.

(d) Revocation shall be effective upon the filing by the Secretary of the State in his office of such certificate of revocation.

(e) After filing the certificate of revocation, the Secretary of the State shall: (1) Send a certified copy thereof to the delinquent registered limited liability partnership addressed to such registered limited liability partnership at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.
Conn. Gen. Stat. § 34-13e — Connecticut Code / Title 34 / Chapter 610 / Section 34-13e
Sec. 34-13e. Annual report.
Status: in_force

(b) Each annual report shall set forth: (1) The name of the limited partnership; (2) the address of the office of the limited partnership required to be maintained by section 34-13b ; (3) the valid electronic mail address of the limited partnership; (4) if applicable, the name and address of the statutory agent; (5) the name and business address of the general partner; and (6) the 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 limited partnership at the address of the office required to be maintained by section 34-13b or its electronic mail address, as shown by his records, notice that the annual report is due, but failure to receive such notice shall not relieve a limited partnership of the requirement of filing the report as provided in this section.
Conn. Gen. Stat. § 34-314 — Connecticut Code / Title 34 / Chapter 614 / Section 34-314
Sec. 34-314. Formation of partnership.
Status: in_force

(b) An association formed under a statute other than sections 34-300 to 34-399 , inclusive, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under sections 34-300 to 34-399 , inclusive, unless such association is a foreign registered limited liability partnership.

(c) In determining whether a partnership is formed, the following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (A) Of a debt by installments or otherwise; (B) for services as an independent contractor or of wages or other compensation to an employee; (C) of rent; (D) of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner; (E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or (F) for the sale of the goodwill of a business or other property by installments or otherwise.
Conn. Gen. Stat. § 34-616 — Connecticut Code / Title 34 / Chapter 616 / Section 34-616
Sec. 34-616. Effect of merger.
Status: in_force

(1) The surviving entity shall continue to exist or come into existence;

(2) Each merging entity that is not the surviving entity shall cease to exist;

(3) All property of each merging entity shall vest in the surviving entity without assignment, reversion or impairment;

(4) All liabilities of each merging entity shall be liabilities of the surviving entity;

(5) Except as otherwise provided by law, other than as provided in this chapter or the plan of merger, all of the rights, privileges, immunities, powers and purposes of each merging entity shall vest in the surviving entity;

(6) If the surviving entity exists before the merger (A) all of its property shall continue to be vested in it without reversion or impairment; (B) it shall remain subject to all of its liabilities; and (C) all of its rights, privileges, immunities, powers and purposes shall continue to be vested in it;

(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;

(8) If the surviving entity exists before the merger (A) its public organic document, if any, shall be amended as provided in the certificate of merger and shall be binding on its interest holders; and (B) its private organic rules that are to be in a record, if any, shall be amended to the extent provided in the plan of merger and shall be binding on and enforceable by (i) its interest holders; and (ii) in the case of a surviving entity that is not a business corporation, any other person that is a party to an agreement that is part of the surviving entity's private organic rules;

(9) If the surviving entity is created by the merger (A) its public organic document, if any, shall be effective and binding on its interest holders; and (B) its private organic rules shall be effective and binding on and enforceable by (i) its interest holders; and (ii) in the case of a surviving entity that is not a business corporation, any other person that was a party to an agreement that was part of the organic rules of a merging entity if such person has agreed to be a party to an agreement that is part of the surviving entity's private organic rules; and

(10) The interests in each merging entity that are to be converted in the merger shall be converted, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 34-607 and the merging entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger 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 merging entity.

(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to a domestic entity as a result of a merger 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 merger becomes effective.

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

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

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

(3) The organic law of the domestic merging 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 merger had not occurred and the surviving entity were the domestic merging entity; 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 merging entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the merger had not occurred.

(e) When a merger becomes effective, a foreign entity that is the surviving entity (1) may be served with process in this state for the collection and enforcement of any liabilities of a domestic merging entity; 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) When a merger becomes effective, the certificate of authority or other foreign qualification of any foreign merging entity that is not the surviving entity shall be canceled.
Conn. Gen. Stat. § 34-422a — Connecticut Code / Title 34 / Chapter 614 / Section 34-422a
Sec. 34-422a. Domestic limited liability partnership: Reinstatement after revocation.
Status: in_force

(b) If the name of the registered limited liability partnership is no longer available, such name shall, simultaneously with reinstatement, be changed to an available name by amendment of the certificate of limited liability partnership.

(c) A certificate of reinstatement conforming, with adaptations that are appropriate, to the content requirements of a certificate of limited liability partnership shall be executed and filed with the office of the Secretary of the State pursuant to sections 34-410 and 34-411 .

(d) A certificate of reinstatement shall be accompanied by: (1) Payment of all penalties and forfeitures incurred by the limited liability partnership and a reinstatement fee as provided in section 34-413 ; (2) an annual report for the current year; and (3) an appointment of statutory agent for service, if required by section 34-408 .

(e) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the status of the partnership as a limited liability partnership shall commence and such limited liability partnership shall be revested with its rights and powers under sections 34-300 to 34-434 , inclusive.
Conn. Gen. Stat. § 34-433 — Connecticut Code / Title 34 / Chapter 614 / Section 34-433
Sec. 34-433. (Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority.
Status: in_force

(b) (1) Upon the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State may revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state. (2) Upon determining to revoke the certificate of authority of a foreign registered limited liability partnership the Secretary of the State shall give not less than thirty days' written notice to the foreign registered limited liability partnership that said Secretary intends to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same. Such notice shall be given by electronic mail addressed to the foreign registered limited liability partnership at its electronic mail 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 registered limited liability partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of authority did not exist at the time the notice was mailed or, if it did exist at such 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 authority of such foreign registered limited liability partnership to transact business in this state.

(c) Upon revoking the certificate of authority of any foreign registered limited liability partnership, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Send a copy thereof to such foreign registered limited liability partnership at its address as last shown on said Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate shall cause the authority of a foreign registered limited liability partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign registered limited liability partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the partnership in this state.

(d) The authority to transact business in this state is retained until expressly revoked by the Secretary of the State. Revocation of the authority of a foreign registered limited liability partnership to transact business in this state shall not affect the status of said partnership in this state under subsection (4) of section 34-400 , or the validity of the acts of said partnership occurring prior to the effective date of revocation.
Conn. Gen. Stat. § 34-13d — Connecticut Code / Title 34 / Chapter 610 / Section 34-13d
Sec. 34-13d. Interrogatories may be submitted by the Secretary of the State to any limited partnership as may be necessary to determine compliance under this chapter.
Status: in_force

(b) Each limited partnership, domestic or foreign, and each general partner and limited partner of a limited partnership, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such partnership or partner 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. § 34-305 — Connecticut Code / Title 34 / Chapter 614 / Section 34-305
Sec. 34-305. Execution, filing and recording of statements.
Status: in_force

(b) A certified copy of a statement that has been filed in the office of the Secretary of the State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in sections 34-300 to 34-399 , inclusive. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of the State does not have the effect provided for recorded statements in sections 34-300 to 34-399 , inclusive.

(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by sections 34-300 to 34-399 , inclusive. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of false statement that the contents of the statement are accurate.

(d) A person authorized by sections 34-300 to 34-399 , inclusive, to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The Secretary of the State may collect a fee for filing or providing a certified copy of a statement. The town clerk may collect a fee for recording a statement.
Conn. Gen. Stat. § 34-377 — Connecticut Code / Title 34 / Chapter 614 / Section 34-377
Sec. 34-377. Partner's liability to other partners after dissolution.
Status: in_force

(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subdivision (2) of section 34-375 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
Conn. Gen. Stat. § 34-279m — Connecticut Code / Title 34 / Chapter 613a / Section 34-279m
Sec. 34-279m. Plan of interest exchange.
Status: in_force

(b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.
Conn. Gen. Stat. § 34-384 — Connecticut Code / Title 34 / Chapter 614 / Section 34-384
Sec. 34-384. Definitions.
Status: in_force

(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.

(2) “Limited partner” means a limited partner in a limited partnership.

(3) “Limited partnership” means a limited partnership created under sections 34-9 to 34-38r , inclusive, predecessor law or comparable law of another jurisdiction.

(4) “Partner” includes both a general partner and a limited partner.
Conn. Gen. Stat. § 34-537 — Connecticut Code / Title 34 / Chapter 615 / Section 34-537
Sec. 34-537. Cancellation of registration.
Status: in_force

(b) The application for cancellation shall be in the form and manner designated by the Secretary of the State and shall be executed by the foreign statutory trust by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign statutory trust is in the hands of a receiver or trustee or other court appointed fiduciary, by such receiver, trustee or fiduciary.

(c) A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign statutory trust with respect to causes of action arising out of the transaction of business in this state.
Conn. Gen. Stat. § 34-267d — Connecticut Code / Title 34 / Chapter 613a / Section 34-267d
Sec. 34-267d. Other claims against dissolved limited liability company.
Status: in_force

(b) A notice under subsection (a) of this section must: (1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the company's registered agent is or was last located; (2) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.

(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice: (1) A claimant that did not receive notice in a record under section 34-267c ; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent on, or based on an event occurring after, the effective date of dissolution.

(d) A claim not barred under this section or section 34-267c may be enforced: (1) Against a dissolved limited liability company, to the extent of its undistributed assets; and (2) except as provided in section 34-267e , if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision may not exceed the total amount of assets distributed to the person after dissolution.
Conn. Gen. Stat. § 34-243u — Connecticut Code / Title 34 / Chapter 613a / Section 34-243u
Sec. 34-243u. Fees payable to Secretary of the State. Sales tax not imposed.
Status: reserved

(a) Fees for filing documents and issuing certificates: (1) Filing an application to reserve a limited liability company name or to cancel a reserved limited liability company name, sixty dollars; (2) filing a transfer of reserved limited liability company name, sixty dollars; (3) filing a certificate of organization, including appointment of registered agent, one hundred twenty dollars; (4) filing a change of address of agent certificate or change of agent certificate, fifty dollars; (5) filing a notice of resignation of registered agent, fifty dollars; (6) filing an amendment to certificate of organization, one hundred twenty dollars; (7) filing a restated certificate of organization, one hundred twenty dollars; (8) filing a certificate of merger, sixty dollars; (9) filing a certificate of interest exchange, sixty dollars; (10) filing a certificate of abandonment, fifty dollars; (11) filing a certificate of reinstatement, one hundred twenty dollars; (12) filing a foreign registration certificate by a foreign limited liability company to transact business in this state, one hundred twenty dollars; (13) filing an application of foreign limited liability company for amended foreign registration certificate, one hundred twenty dollars; (14) filing a certificate of withdrawal of registration under section 34-275h , one hundred twenty dollars; (15) filing an annual report, (A) concerning any year prior to July 1, 2020, twenty dollars, and (B) concerning any year on or after July 1, 2020, eighty dollars; (16) filing an interim notice of change of manager or member, twenty dollars; (17) filing a registration of name or a renewal of registration of name, sixty dollars; (18) filing a statement of correction, one hundred dollars; and (19) filing a transfer of registration, sixty dollars plus the qualification fee.

(b) Miscellaneous charges: (1) At the time of any service of process on the Secretary of the State as registered agent of a limited liability company, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a limited liability company: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (3) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company, fifty dollars; (4) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company which certificate may reflect any and all changes of limited liability company names and the dates of filing thereof, fifty dollars; (5) for the issuance of a certificate of legal existence of a domestic limited liability company reflecting certificates effecting fundamental changes to certificate of organization and the date or dates of filing thereof, one hundred dollars; and (6) 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 the judgment of the Secretary of the State, cover the cost of the services provided.

(c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.
Conn. Gen. Stat. § 34-243p — Connecticut Code / Title 34 / Chapter 613a / Section 34-243p
Sec. 34-243p. Resignation of registered agent.
Status: in_force

(b) A certificate of resignation takes effect on the earlier of: (1) The thirty-first day after the day on which it is filed by the Secretary of the State; or (2) the date a new registered agent is designated for the limited liability company or registered foreign limited liability company.

(c) A registered agent shall immediately furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which the certificate of resignation was filed.

(d) When a certificate of resignation takes effect, the registered agent ceases to have responsibility under sections 34-243 to 34-283d , inclusive, for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the limited liability company or registered foreign limited liability company has against the agent or that the agent has against the limited liability company or registered foreign limited liability company.