reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-376. - Statement of dissolution.

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection (d) of section 34-324 and is a limitation on authority for the purposes of subsection (e) of said section.
(c) For the purposes of sections 34-322 and 34-375, a person not a partner is deemed to have notice of the dissolution and the limitation on the partner's authority as a result of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections (d) and (e) of section 34-324 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
(P.A. 95-341, S. 43, 58.)
History: P.A. 95-341 effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-377. - Partner's liability to other partners after dissolution.

(a) Except as otherwise provided in subsection (b) of this section and subsections (c) and (d) of section 34-327, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 34-375.
(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.
(P.A. 95-341, S. 44, 58.)
History: P.A. 95-341 effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-378. - Settlement of accounts and contributions among partners.

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. Except as provided in subsection (c) of section 34-327, a partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.
(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations and the other partners are liable under section 34-327.
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
(P.A. 95-341, S. 45, 58; P.A. 00-50, S. 2.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subsec. (c) to make the failure of a partner to contribute “the full amount required under subsection (b) of this section” the event that requires all of the other partners to contribute.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-384. - Definitions.

In this section and sections 34-388 to 34-390, inclusive:
(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.
(P.A. 95-341, S. 46, 58; P.A. 11-241, S. 57.)
History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 replaced reference to “sections 34-385 to 34-391, inclusive” with reference to “sections 34-388 to 34-390, inclusive”, effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-385 to 34-387. - Conversion of partnership to limited partnership. Conversion of limited partnership to partnership. Effect of conversion.

Sections 34-385 to 34-387, inclusive, are repealed, effective January 1, 2014.
(P.A. 95-341, S. 47
–
49, 58; P.A. 11-241, S. 58.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-390. - Statement of merger.

(a) After a merger, the partnership may file a statement that one or more partnerships have merged into the surviving partnership.
(b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation:
(1) The name of each partnership that is a party to the merger;
(2) The name of the survivor into which the other partnerships were merged; and
(3) The street address of the survivor's chief executive office and of an office in this state, if any.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323, property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.
(d) For the purposes of section 34-323, real property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section.
(P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72; P.A. 11-241, S. 52.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and references to surviving entity with references to survivor throughout, amended Subsec. (a) by replacing “the surviving partnership or limited partnership may” with “if the survivor is a partnership, the partnership may” and replacing “entity” with “partnership”, amended Subsec. (b) by adding provision re requirements of statute for certificate of merger or consolidation applicable to other entity that is a party to the merger and replacing in Subdiv. (4) provision re whether surviving entity is a partnership or limited partnership with provision re the type of entity of the survivor, and adding Subsec. (f) re filing of certificate by survivor that is a limited liability partnership, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) to (e) to delete provisions re other entities and make conforming changes, and deleted former Subsec. (f) re limited liability partnership survivor, effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-391. - Nonexclusive.

Section 34-391 is repealed, effective January 1, 2014.
(P.A. 95-341, S. 53, 58; P.A. 11-241, S. 58.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-397. - Uniformity of application and construction.

Sections 34-300 to 34-399, inclusive, shall be applied and construed to effectuate their general purpose to make uniform the law with respect to the subject of said sections among states enacting them.
(P.A. 95-341, S. 54, 58.)
History: P.A. 95-341 effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-398. - Applicability.

(a) Before January 1, 2002, sections 34-300 to 34-399, inclusive, govern only a partnership formed:
(1) After July 1, 1997, unless that partnership is continuing the business of a dissolved partnership under section 34-79 of the general statutes, revision of 1958, revised to January 1, 1997; and
(2) Before July 1, 1997, that elects, as provided by subsection (c) of this section, to be governed by sections 34-300 to 34-399, inclusive.
(b) After January 1, 2002, sections 34-300 to 34-399, inclusive, govern all partnerships.
(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by sections 34-300 to 34-399, inclusive. The provisions of sections 34-300 to 34-399, inclusive, relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by said sections, only if the third party knows or has received a notification of the partnership's election to be governed by said sections.
(d) Before January 1, 2002, sections 34-39 to 34-81, inclusive, of the general statutes, revision of 1958, revised to January 1, 1997, govern a partnership not covered by subsection (a) or (c) of this section.
(P.A. 95-341, S. 55, 58; P.A. 00-50, S. 3, 4.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 added Subsec. (d) re governing law for a partnership not covered by Subsec. (a) or (c), effective May 16, 2000.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-399. - Savings clause.

Sections 34-300 to 34-399, inclusive, do not affect an action or proceeding commenced or right accrued before July 1, 1997.
(P.A. 95-341, S. 56, 58.)
History: P.A. 95-341 effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-400. (Formerly Sec. 34-81a). - Recognition and regulation of partnerships.

(1) A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by sections 34-300 to 34-434, inclusive, may conduct its business, carry on its operations and have and exercise the powers granted by said sections in any state or in any foreign country.
(2) It is the intent of the legislature that the legal existence of registered limited liability partnerships formed and existing pursuant to an agreement governed by sections 34-300 to 34-434, inclusive, be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
(3) It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by sections 34-300 to 34-434, inclusive, including the liability of partners for debts, obligations and liabilities chargeable to partnerships, shall be subject to and governed by the laws of this state.
(4) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the state in which it is registered as a registered limited liability partnership.
(P.A. 94-218, S. 8, 28; P.A. 96-77, S. 3, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced references to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81a transferred to Sec. 34-400 in 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-406. (Formerly Sec. 34-81s). - Domestic and foreign limited liability partnerships: Name.

(a) The name of a registered limited liability partnership or a foreign registered limited liability partnership operating in this state shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of its name.
(b) The name of a registered limited liability partnership or foreign registered limited liability partnership shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any registered limited liability partnership, limited partnership, limited liability company or corporation existing under the laws of this state; (2) the name of any foreign registered limited liability partnership, foreign limited partnership, foreign limited liability company or foreign corporation authorized to transact business in this state; (3) any name reserved under section 34-407 or reserved or registered under section 33-656, 33-657, 33-1045, 33-1046, 33-1047, 34-13, 34-13a, 34-243
l
or 34-243m; or (4) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.
(c) The provisions of subsection (b) of this section shall not apply if the applicant files with the Secretary of the State a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.
(P.A. 94-218, S. 20, 28; P.A. 96-256, S. 193, 209; 96-271, S. 182, 254; P.A. 04-240, S. 19; 04-257, S. 56; P.A. 16-97, S. 105.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-256 amended Subsec. (b) to replace reference to Secs. 33-424 and 33-425 with Secs. 33-1045, 33-1046 and 33-1047, effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace references to Secs. 33-287 and 33-288 with Secs. 33-656 and 33-657, respectively, effective January 1, 1997; Sec. 34-81s transferred to Sec. 34-406 in 1997; P.A. 04-240 amended Subsec. (b)(3) by adding reference to Sec. 34-13a and making a technical change in and added Subsec. (b)(4) re name of other entity carried on records of the Secretary of the State; P.A. 04-257 made a technical change in Subsec. (b)(3), effective June 14, 2004; P.A. 16-97 amended Subsec. (b) by substituting references to Secs. 34-243
l
and 34-243m for reference to Sec. 34-103, effective July 1, 2017.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-407. (Formerly Sec. 34-81t). - Domestic and foreign limited liability partnerships: Reservation of name.

(a) The exclusive right to use a limited liability partnership name may be reserved by: (1) Any person intending to form a registered limited liability partnership and to adopt that name; (2) any registered limited liability partnership, or any foreign registered limited liability partnership operating in this state, that intends to adopt that name; (3) any foreign registered limited liability partnership intending to operate in this state and to adopt that name; or (4) any person intending to apply for a certificate of authority for a foreign registered limited liability partnership to operate in this state and to adopt that name.
(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.
(P.A. 94-218, S. 21, 28; P.A. 95-252, S. 9; P.A. 96-77, S. 13.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (a) to specify that the reservation is of the exclusive right to use a “limited liability partnership” name, amended Subsec. (c) to replace “a reserved registered limited liability partnership or foreign registered limited liability partnership name” with “a reserved limited liability partnership name” and added Subsec. (e) to authorize the cancellation of the reservation of a limited liability partnership name and specify the procedure therefor; P.A. 96-77 amended Subsec. (b) to make a technical change; Sec. 34-81t transferred to Sec. 34-407 in 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-409. (Formerly Sec. 34-81v). - Domestic and foreign limited liability partnerships: Amendment of certificate.

The certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership may be amended by filing an amendment with the Secretary of the State. The amendment shall set forth: (1) The name of the registered limited liability partnership or foreign registered limited liability partnership; and (2) the amendment to the certificate.
(P.A. 94-218, S. 23, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81v transferred to Sec. 34-409 in 1997, effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-410. (Formerly Sec. 34-81w). - Domestic and foreign limited liability partnerships: Execution of documents.

(a) Unless otherwise specified in sections 34-300 to 34-434, inclusive, any document required by said sections to be filed with, or delivered to, the Secretary of the State shall be executed by: (1) One or more partners authorized to execute such document; (2) if the registered limited liability partnership has not been formed, by the person or persons forming the registered limited liability partnership; or (3) if the registered limited liability partnership is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
(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.
(P.A. 94-218, S. 24, 28; P.A. 96-77, S. 7, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81w transferred to Sec. 34-410 in 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-411. (Formerly Sec. 34-81x). - Domestic and foreign limited liability partnerships: Filing of documents.

(a) The original signed copy of a certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership or of any other document required to be filed pursuant to sections 34-300 to 34-434, inclusive, shall be delivered to the Secretary of the State. Unless the Secretary of the State determines that the documents do not conform to the filing provisions of said sections, he shall, when all required filing fees have been paid: (1) Endorse on each signed original “filed” and the date and time of its acceptance for filing; and (2) retain the signed original in his files.
(b) When any document is required or permitted to be filed or recorded as provided in sections 34-300 to 34-434, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-300 to 34-434, inclusive, to be filed with the Secretary of the State.
(d) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-300 to 34-434, inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.
(P.A. 94-218, S. 25, 28; P.A. 96-77, S. 8, 17; P.A. 11-146, S. 14.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced references to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81x transferred to Sec. 34-411 in 1997; P.A. 11-146 added new Subsec. (b) re authority of Secretary of the State for good cause to permit filing or recording of a photostatic or other photographic copy of a document in lieu of original instrument and the effect thereof, added new Subsec. (c) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary and redesignated existing Subsec. (b) as Subsec. (d), effective January 1, 2012.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-412. (Formerly Sec. 34-81y). - Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State.

(a) The Secretary of the State may propound to any registered limited liability partnership or foreign registered limited liability partnership, subject to the provisions of sections 34-300 to 34-434, inclusive, and to any partner or employee thereof, such interrogatories as may be reasonably necessary and proper to enable said secretary to ascertain whether such registered limited liability partnership or foreign registered limited liability partnership has complied with the provisions of said sections applicable to such partnership. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by said secretary, and the answers thereto shall be full and complete and shall be made in writing and under oath.
(b) Each registered limited liability partnership or foreign registered limited liability partnership and each partner or employee thereof, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such partnership or such partner or employee by the Secretary of the State, as provided in subsection (a) of this section, shall be fined not more than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be open to public inspection, nor shall said secretary disclose any facts or information obtained therefrom except insofar as the official duties of said secretary may require the same to be made public, or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
(P.A. 94-218, S. 26, 28; P.A. 96-77, S. 9, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81y transferred to Sec. 34-412 in 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-419. (Formerly Sec. 34-81b). - Domestic limited liability partnership: Filing of certificate.

(a) To become a registered limited liability partnership, a partnership shall file a certificate of limited liability partnership with the Secretary of the State, stating the name of the partnership, which shall conform to the requirements of section 34-406; the address of its principal office; if the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain under section 34-408; a brief statement of the business in which the partnership engages; the electronic mail address, if any, of the registered limited liability partnership; any other matters the partnership may determine to include; and that the partnership thereby applies for status as a registered limited liability partnership.
(b) The status of a partnership as a registered limited liability partnership, and the liability of the partners for debts, obligations and liabilities of or chargeable to the partnership, shall not be affected by errors or subsequent changes in the information stated in a certificate of limited liability partnership filed under this section or a report filed under section 34-420.
(P.A. 94-218, S. 9, 28; P.A. 14-154, S. 22.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81b transferred to Sec. 34-419 in 1997, effective July 1, 1997; P.A. 14-154 amended Subsec. (a) by adding provision re electronic mail address of registered limited liability partnership, effective January 1, 2015.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-421. (Formerly Sec. 34-81d). - Domestic limited liability partnership: Failure to file report. Incorrect report.

(a) Any registered limited liability partnership required to file an annual report as provided in section 34-420, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed. However, the status of the registered limited liability partnership or the limited liability of the partners thereof shall not be affected, except as provided under subsection (b) of section 34-422.
(b) The Secretary of the State shall not accept for filing a report from a registered limited liability partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a registered limited liability partnership does not conform to law, he may return it to the registered limited liability partnership for correction.
(c) The Secretary of the State shall proceed as provided in section 34-422 whenever a registered limited liability partnership is in default for failing to file its annual report required by section 34-420.
(P.A. 94-218, S. 11, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81d transferred to Sec. 34-421 in 1997, effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation.

(a) At any time after revocation of registered limited liability partnership status pursuant to section 34-422, such status may be reinstated as provided in this section.
(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.
(P.A. 14-154, S. 27.)
History: P.A. 14-154 effective January 1, 2015.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-423. (Formerly Sec. 34-81f). - Domestic limited liability partnership: Renunciation of status.

A registered limited liability partnership may renounce its status as a registered limited liability partnership by filing a renunciation of status report in the office of the Secretary of the State which sets forth: (1) The name of the registered limited liability partnership; (2) that it renounces its status as a registered limited liability partnership; (3) the effective date, which shall be a date certain, of the renunciation of status if such is not to be effective upon the filing; and (4) any other information the partnership may determine to include. Renunciation 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 renunciation.
(P.A. 94-218, S. 13, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81f transferred to Sec. 34-423 in 1997, effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-429. (Formerly Sec. 34-81j). - Foreign limited liability partnership: Filing certificate of authority to transact business.

Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-406; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-408 and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a “foreign registered limited liability partnership” as defined in section 34-301; (6) a brief statement of the business in which the partnership engages; (7) the electronic mail address, if any, of the foreign registered limited liability partnership; and (8) any other matters the partnership may determine to include.
(P.A. 94-218, S. 14, 28; P.A. 96-77, S. 4, 17; P.A. 11-146, S. 20; P.A. 14-154, S. 24.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced reference to “subdivision (9) of section 34-40” with “subdivision (4) of section 34-301”, effective July 1, 1997; Sec. 34-81j transferred to Sec. 34-429 in 1997; P.A. 11-146 made a technical change in statutory reference in Subdiv. (5), effective January 1, 2012; P.A. 14-154 added new Subdiv. (7) re electronic mail address of foreign registered limited liability partnership and redesignated existing Subdiv. (7) as Subdiv. (8), effective January 1, 2015.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-432. (Formerly Sec. 34-81m). - Foreign limited liability partnership: Failure to file report. Incorrect report.

(a) Any foreign registered limited liability partnership required to file an annual report as provided in section 34-431, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.
(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.
(P.A. 94-218, S. 17, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81m transferred to Sec. 34-432 in 1997, effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships › Section 34-434. (Formerly Sec. 34-81o). - Foreign limited liability partnership: Withdrawal of certificate of authority.

A foreign registered limited liability partnership may withdraw its certificate of authority by filing a report in the office of the Secretary of the State which sets forth: (1) The name of the foreign registered limited liability partnership; (2) that it withdraws its certificate of authority effective upon filing; and (3) any other information the partnership may determine to include.
(P.A. 94-218, S. 19, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81o transferred to Sec. 34-434 in 1997, effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-500. - Short title: Connecticut Statutory Trust Act.

Sections 34-500 to 34-547, inclusive, shall be known and may be cited as the “Connecticut Statutory Trust Act”.
(P.A. 96-271, S. 219, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-502. - Authorization of statutory trust. Applicability to common law business trusts. Governing law.

(a) A statutory trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of sections 34-500 to 34-547, inclusive, are complied with, except that nothing contained in said sections shall be construed to limit, prohibit or invalidate the existence, acts or obligations of any common law business trust created or doing business in this state before or after October 1, 1997. Common law business trusts created before or after October 1, 1997, may elect to be governed by the provisions of said sections upon the filing of a certificate of trust, provided, a common law business trust created before October 1, 1997, shall not be governed by the provisions of said sections to the extent of any inconsistent provisions contained in its governing instrument and not thereafter modified by amendment.
(b) The laws of this state shall govern the organization and internal affairs of all domestic statutory trusts.
(P.A. 96-271, S. 220, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-502a. - Purposes of statutory trust.

A statutory trust may be organized to carry on any lawful business or activity, whether or not conducted for profit, and for any lawful purpose, including, without limitation, holding or otherwise taking title to property, whether in an active, passive or custodial capacity.
(P.A. 98-137, S. 32, 62; 98-219, S. 33, 34.)
History: P.A. 98-137, a reenactment of a former provision of Sec. 34-501(2), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-502b. - Powers and liabilities of statutory trust.

A statutory trust shall have the power to sue and be sued in its own name. In furtherance of the foregoing, a statutory trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the statutory trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties. The property of a statutory trust shall be subject to attachment and execution as if it were a domestic corporation. Notwithstanding the foregoing provisions of this section, in the event that the governing instrument of a statutory trust, including a statutory trust which is a registered investment company under the Investment Company Act of 1940, as amended, 15 USC Sections 80a-1 et seq., creates one or more series as provided in subdivision (2) of subsection (b) of section 34-517 and (1) separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the assets of the statutory trust, or any other series thereof, (2) the governing instrument so provides, and (3) notice of the limitation on liabilities of series as referenced in this sentence is set forth in the certificate of trust of the statutory trust, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only and not against the assets of the statutory trust generally.
(P.A. 98-137, S. 35, 62; 98-219, S. 33, 34.)
History: P.A. 98-137, a reenactment of former Sec. 34-508(a), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-504. - Execution of certificates.

(a) Each certificate required by sections 34-500 to 34-547, inclusive, to be filed in the office of the Secretary of the State shall be executed in the following manner:
(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.
(P.A. 96-271, S. 231, 254.)
History: P.A. 96-271 effective October 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 615 - Statutory Trusts › Section 34-505. - Effective time and date of certificate.

Upon the filing of a certificate of trust with the Secretary of the State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment or a restated certificate of trust with the Secretary of the State, or upon the future effective date or time of a certificate of amendment or a restated certificate of trust as provided for therein, the certificate of trust shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation or a certificate of merger or consolidation which acts as a certificate of cancellation with the Secretary of the State, or upon the future effective date or time of a certificate of cancellation or a certificate of merger or consolidation which acts as a certificate of cancellation as provided for therein, the certificate of trust shall be cancelled.
(P.A. 96-271, S. 232, 254.)
History: P.A. 96-271 effective October 1, 1997.