reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 608 - Miscellaneous Provisions › Section 33-2000. - Conversion of stock corporation organized before January 1, 1920, to nonstock corporation.

A stock corporation organized before January 1, 1920, and having a certificate of incorporation providing that each member of the corporation shall be entitled to one vote, irrespective of the number of shares the member may hold in the same, may convert to a nonstock corporation under chapter 602 by filing with the Secretary of the State a certificate of conversion (1) stating the terms of the corporation's plan of conversion and the classes of membership to which shareholders of the stock corporation, including any current classes of shareholders, will or may elect to belong following conversion and any amendment, restatement or amendment and restatement of the corporation's certificate of incorporation to be effected as a result of such conversion, and (2) certifying that the board of directors adopted the plan of conversion and such amendment, restatement or amendment and restatement of the certificate of incorporation and that a majority of the members or shares who were present or represented by proxy and voting at a duly noticed meeting of its shareholders or members voted in favor of the plan of conversion and to effect such amendment, restatement or amendment and restatement of the certificate of incorporation. After the filing of such certificate of conversion, (A) the corporation shall be deemed to have continued in existence with all the same corporate powers, except those that may not be exercised by a nonstock corporation under chapter 602, and to continue to own all its assets and properties and to be liable for all its debts and liabilities; (B) the actions taken by a majority vote of shares present and voting at each past meeting of the shareholders of the corporation as recorded in the minutes of such meetings are valid without regard to any defect in notice or whether a quorum was present, unless an action was commenced alleging such facts prior to June 21, 2011; and (C) the corporation shall not be required until after January 1, 2015, to comply with the provisions of chapter 32 relating to ownership interests in the corporation deemed abandoned.
(P.A. 11-61, S. 152.)
History: P.A. 11-61 effective June 21, 2011.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 609 - Limited Partnerships (Repealed) › Section 34-1 to 34-8. - Limited partnerships.

Sections 34-1 to 34-8, inclusive, are repealed.
(1949 Rev., S. 6276
–
6284; 1951, S. 2853d, 2854d; 1961, P.A. 79, S. 31.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-10. - Formation of limited partnership; certificate of limited partnership.

(a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth:
(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 latest date upon which the limited partnership is to dissolve;
(5) Any other matters the partners determine to include therein; and
(6) The electronic mail address, if any, of the limited partnership.
(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.
(1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A. 89-116, S. 1; P.A. 14-154, S. 11.)
History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of secretary of the state; P.A. 77-144 required that certificate state “the right, if given, to do an act which would make it impossible to carry on the ordinary business of the partnership”; P.A. 79-356 required in Subsec. (1) that persons desiring to form limited partnership “acknowledge” rather than “swear to” certificate and added Subsec. (3) re filing by limited partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A. 86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116 amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of address of office of agent for service of process in Subsec. (a)(2); P.A. 14-154 amended Subsec. (a) to add Subdiv. (6) re electronic mail address of limited partnership, effective January 1, 2015.
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.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-10a. - Execution of certificates.

(a) Each certificate required by this chapter to be filed in the office of the Secretary of the State shall be executed in the following manner:
(1) An original certificate of limited partnership must be signed by all general partners named therein;
(2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner;
(3) A certificate of cancellation must be signed by all general partners; and
(4) A certificate of merger or consolidation affecting a domestic limited partnership must be signed by at least one general partner of the domestic limited partnership.
(b) Any person may sign a certificate by an attorney-in-fact.
(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of false statement that the facts stated therein are true.
(P.A. 79-440, S. 10; P.A. 85-197, S. 1; P.A. 86-379, S. 3; P.A. 93-363, S. 17.)
History: P.A. 85-197 amended Subsec. (c) by replacing “perjury” with “false statement”; P.A. 86-379 amended Subsec. (a) by specifying that original certificates must be signed by all “general” partners and that amended certificates must be signed by new “general” partners rather than by those whose contribution has been increased; P.A. 93-363 added Subsec. (a)(4) requiring signature of at least one general partner on certificate of merger or consolidation affecting domestic limited partnership.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-10c. - Notice.

The fact that a certificate of limited partnership is on file in the office of the Secretary of the State is notice that the partnership is a limited partnership and all persons designated therein as general partners are general partners and the persons designated therein as limited partners, if so designated, are limited partners, but it is not notice of any other fact.
(P.A. 79-440, S. 14; P.A. 86-379, S. 4.)
History: P.A. 86-379 specified that fact of filing signifies that general partners designated in certificate as such are general partners.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-10d. - Delivery of certificates to limited partners.

Upon the return by the Secretary of the State pursuant to section 34-10b of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.
(P.A. 79-440, S. 15.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-11. - Authorized types of business.

A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking or insurance.
(1961, P.A. 79, S. 3.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-12. - Form of contributions by partner.

Section 34-12 is repealed.
(1961, P.A. 79, S. 4; P.A. 79-440, S. 26; P.A. 85-197, S. 8.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-13. - Name.

The name of each limited partnership as set forth in its certificate of limited partnership:
(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.
(1961, P.A. 79, S. 5; P.A. 79-440, S. 2; P.A. 84-158, S. 1; P.A. 85-197, S. 2; P.A. 86-379, S. 5; P.A. 94-217, S. 38; P.A. 04-240, S. 9.)
History: P.A. 79-440 restated previous provisions, designated as Subdiv. (2), and added Subdivs. (1), (3) and (4) containing additional name requirements; P.A. 84-158 amended Subdiv. (4), changing “may not be the same as, or deceptively similar to” to “shall be such as to distinguish it upon the records in the secretary of the state”; P.A. 85-197 made a technical change; P.A. 86-379 deleted prohibition that certificate may not contain word or phrase indicating it is organized other than for purpose stated in certificate; P.A. 94-217 amended Subdiv. (3) to require the limited partnership name to be such as to distinguish it from the name of any domestic or foreign limited liability company; P.A. 04-240 made technical changes in Subdivs. (2) and (3) and, in Subdiv. (3), designated existing provisions re name of various entities as Subpara. (A) and added Subpara. (B) re name of other entity carried on records of the Secretary of the 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.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-13a. - Reservation of name.

(a) The exclusive right to the use of a name may be reserved by:
(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(2) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(3) Any foreign limited partnership intending to register in this state and adopt that name; and
(4) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.
(b) The reservation shall be made by filing with the Secretary of the State an application, executed by the applicant, to reserve a specified name. If the Secretary of the State finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
(c) Any person for whom a specified limited partnership name has been reserved pursuant to subsection (b) of this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of limited partnership name, together with the applicable fee.
(P.A. 79-440, S. 3; P.A. 93-363, S. 18; P.A. 94-123, S. 4.)
History: P.A. 93-363 amended Subsec. (b) by deleting provision prohibiting same applicant from reserving same name until more than 60 days after expiration of last 120-day period for which applicant reserved name; P.A. 94-123 added Subsec. (c) authorizing the cancellation of the reservation of a limited partnership name and specifying the procedure therefor.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-13c. - Records to be kept.

Each limited partnership shall keep at the office referred to in section 34-13b the following: (1) A current list of the full name and last known business address of each partner set forth in alphabetical order, (2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed, (3) copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years, (4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years, and (5) unless contained in a written partnership agreement, a writing setting out: (A) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute; (B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; (C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and (D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. Those records are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
(P.A. 79-440, S. 5; P.A. 86-379, S. 7.)
History: P.A. 86-379 added Subdiv. (5) re requirement of writing setting out amount of cash and description and statement of value of other property and services contributed by each partner, times of additional contributions, right of partner to make or receive distributions of partner's contribution and events requiring dissolution.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 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.

(a) The Secretary of the State may propound to any limited partnership, domestic or foreign, subject to the provisions of this chapter and to any general partner or limited partner thereof, such interrogatories as may be reasonably necessary and proper to enable said secretary to ascertain whether such limited partnership has complied with the provisions of this chapter applicable to such limited 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. If such interrogatories are directed to a specific person they shall be answered by that person, and, if directed to a limited partnership, they shall be answered by a general partner thereof.
(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.
(P.A. 90-228, S. 4, 8.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-13e. - Annual report.

(a) Each limited partnership shall file an annual report by electronic transmission with the Secretary of the State that shall be due upon the anniversary of the formation of the limited partnership. Upon request of a limited partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
(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 electronic mail address, if any, of the limited partnership; (4) if applicable, the name and address of the statutory agent; and (5) such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the limited partnership.
(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.
(P.A. 95-252, S. 1; P.A. 11-146, S. 7; P.A. 19-40, S. 4.)
History: P.A. 11-146 amended Subsec. (a) to delete “On and after January 1, 1996”, require annual report to be filed “by electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (b) to add Subdiv. (3) re electronic mail address and amended Subsec. (c) to require Secretary of the State to “deliver” to each limited partnership at “the address of the office required to be maintained by section 34-13b or its electronic mail address” a “notice that the annual report is due”, rather than “mail” to each limited partnership “at its address” a “form prescribed by him for the annual report”, and make a conforming change, effective January 1, 2012; P.A. 19-40 amended Subsec. (b) by adding Subdiv. (4) re name and address of statutory agent, adding Subdiv. (5) re additional information deemed pertinent by Secretary, and making a technical change, effective January 1, 2020.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-13f. - Failure to file report. Incorrect report.

(a) Any limited partnership required to file an annual report as provided in section 34-13e, 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 limited partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a limited partnership does not conform to law, he may return it to the limited partnership for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the limited partnership shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the limited partnership shall be in default for failure to file two reports.
(P.A. 95-252, S. 2.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-14. - Liability for false statement in certificates.

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on such statement may recover damages for the loss from:
(1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 34-33.
(1961, P.A. 79, S. 6; P.A. 79-440, S. 13.)
History: P.A. 79-440 restated previous provisions and specifically included general partners in applicability.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-15a. - Voting rights of limited partners.

Subject to the provisions of section 34-15, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter.
(P.A. 79-440, S. 17.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-15b. - Voting rights of general partners.

The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
(P.A. 79-440, S. 25.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-16. - Admission of additional limited partners.

After the formation of a limited partnership, a person becomes a limited partner on the later of:
(1) The date the limited partnership is formed;
(2) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; or
(3) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 34-27a, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
(1961, P.A. 79, S. 8; P.A. 79-440, S. 16; P.A. 86-379, S. 9.)
History: P.A. 79-440 replaced previous provision whereby additional partners could be admitted “upon filing an amendment to the original certificate in accordance with the requirements of section 34-33”; P.A. 86-379 substituted “formation” for “filing” and revised language by adding “a person becomes a limited partner on the later of: (1) The date the limited partnership is formed”, renumbering former subdivisions, changing “and” to “or” and deleting Subsec. (b).
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.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-17. - General powers and liabilities of general partners.

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions of a partner in a partnership without limited partners.
(b) Except as provided in this chapter, a general partner of a limited partnership shall have all the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership shall have all the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
(1961, P.A. 79, S. 9; P.A. 77-144, S. 1; P.A. 79-440, S. 23; P.A. 83-74, S. 3.)
History: P.A. 77-144 prohibited the doing of any act which would make it impossible to carry on partnership's ordinary business without consent or ratification of all partners “unless provision to the contrary is made in the certificate of formation of the partnership provided for in section 34-10”; P.A. 79-440 deleted exception re specific actions which require consent or ratification by all partners and inserted “except as provided in this chapter or in the partnership agreement”; P.A. 83-74 added Subsec. (b) re liabilities of general partner of a limited partnership.
Cited. 228 C. 206; 232 C. 405.
Cited. 36 CS 619.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-17a. - Admission of additional general partners.

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted only with the specific written consent of each partner; provided, if the partnership agreement names a person to be admitted as a general partner upon the occurrence of a specified event or at a specified time, the consent required is deemed to have been given.
(P.A. 79-440, S. 21; P.A. 85-197, S. 4; P.A. 86-379, S. 10.)
History: P.A. 85-197 added proviso re admission of a person as a general partner upon the occurrence of a specified event or at a specified time; P.A. 86-379 changed “certificate of limited partnership” to “partnership agreement”.
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.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-18. - Rights of limited partner.

Each limited partner shall have the right to:
(1) Inspect and copy any of the partnership records required to be maintained by section 34-13c; and
(2) Obtain from the general partners from time to time on reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
(1961, P.A. 79, S. 10; P.A. 79-440, S. 20.)
History: P.A. 79-440 rephrased previous provisions, specifically added partner's right to copy of partnership's tax returns, deleted partner's right to “have dissolution and winding up by decree of court” and deleted provision which had granted limited partner's right to “receive a share of the profits or other compensation by way of income, and to the return of his contribution as provided in sections 34-23 and 34-24”.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-19. - Person erroneously believing himself a limited partner not a general partner, when.

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that such person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contributions, receiving distributions from the enterprise or exercising any rights of a limited partner, if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of the State a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise (1) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (2) before an appropriate certificate is filed to show that the person is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
(1961, P.A. 79, S. 11; P.A. 79-440, S. 19; P.A. 83-74, S. 2; P.A. 86-379, S. 11; P.A. 07-217, S. 150.)
History: P.A. 79-440 rephrased previous provisions, adding requirement that person who erroneously believes he is a limited partner is not a general partner if he causes an appropriate certificate to be executed and filed as Subsec. (a)(1) and added Subsec. (b); P.A. 83-74 amended Subsec. (a)(2) re execution and filing of certificate declaring withdrawal; P.A. 86-379 amended Subsec. (b)(ii) by deleting requirement that certificate show status as limited partner and substituted “that he is not a general partner”; P.A. 07-217 made technical changes, effective July 12, 2007.
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.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-20. - Contributions and sharing in profits, losses and distributions by general partners. Rights, powers, restrictions and liabilities of general partners who are also limited partners.

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, shall also have the powers, and is subject to the restrictions of a limited partner to the extent of his participation in the partnership as a limited partner.
(1961, P.A. 79, S. 12; P.A. 79-440, S. 24.)
History: P.A. 79-440 rephrased previous provisions.
Cited. 43 CA 801.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-20a. - Sharing of profits and losses by partners.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the value, as stated in the partnership agreement, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
(P.A. 79-440, S. 28; P.A. 86-379, S. 12.)
History: P.A. 86-379 substituted “partnership agreement” for “certificate of limited partnership”.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-20b. - Distributions and allocation of cash or other assets to partners.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the value, as stated in the partnership agreement, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
(P.A. 79-440, S. 29; P.A. 86-379, S. 13.)
History: P.A. 86-379 substituted “partnership agreement” for “certificate of limited partnership”.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-20c. - Distributions in cash to partner; distributions in kind, when permitted.

Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
(P.A. 79-440, S. 34; P.A. 86-379, S. 14.)
History: P.A. 86-379 changed “certificate of limited partnership” to “partnership agreement”.
See Sec. 34-38b re inapplicability of provisions as amended in P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-20d. - Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof.

Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
(P.A. 79-440, S. 30; P.A. 80-483, S. 114, 186; P.A. 86-379, S. 15.)
History: P.A. 80-483 substituted “subsection (c)” for “subsection (b)” of Sec. 34-25a in Subsec. (c); P.A. 86-379 deleted Subdiv. (2) re distribution as return of contribution.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-20e. - Partner's right to distribution.

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
(P.A. 79-440, S. 35.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-21. - Business transactions of partner with partnership.

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
(1961, P.A. 79, S. 13; P.A. 79-440, S. 6.)
History: P.A. 79-440 deleted provisions prohibiting limited partner's receipt of pro rata share of assets on account of claims against partnership unless he is also a general partner, receipt of partnership property, receipt of payment, conveyance or release of liability if partnership assets are insufficient to discharge liabilities to those not claiming as general or limited partners, deleted provision which had stated that prohibited conduct “is a fraud on the creditors of the partnership” and inserted instead limitations on loans and transaction of business in general terms.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-22 and 34-23. - Priority among limited partners. Payment of compensation to limited partners.

Sections 34-22 and 34-23 are repealed.
(1961, P.A. 79, S. 14, 15; P.A. 79-440, S. 62.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-24. - Limitation on amount of distribution.

A partner may not receive a distribution from a limited partnership to the extent that after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
(1961, P.A. 79, S. 16; P.A. 79-440, S. 36.)
History: P.A. 79-440 replaced previous provisions which had detailed procedure by which limited partner could receive part or all of his contributions.
Cited. 11 CA 404.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 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.

(a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.
(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.
(1961, P.A. 79, S. 17; P.A. 79-440, S. 27; P.A. 86-379, S. 16.)
History: P.A. 79-440 replaced previous provisions re partner's liability; P.A. 86-379 added a new Subsec. (a) re enforceable promise to contribute by limited partner, amended Subsec. (b) by changing “certificate of limited partnership” to “partnership agreement” and adding “records required to be kept pursuant to section 34-13c” after “partnership”, and amended Subsec. (c) by changing provision re enforceable obligation to creditor who extends credit or “otherwise acts in reliance on that obligation” after the “partner signs a writing” which reflects the obligation.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-25a. - Liability of partner upon return of any part of his contribution.

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, without interest, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution, without interest, wrongfully returned.
(c) A partner receives a return of his contribution to the extent that a distribution to him reduces or further reduces his share of the fair value of the net assets of the limited partnership below the value of his contribution, as set forth in the partnership records required to be kept pursuant to section 34-13c, which has not been distributed to him.
(P.A. 79-440, S. 37; P.A. 85-197, S. 5; P.A. 86-379, S. 17.)
History: P.A. 85-197 amended Subsec. (a) to add “without interest” and “or before the certificate of limited partnership was amended to reflect the return of his contribution”, amended Subsec. (b) to add “without interest” and amended Subsec. (c) to add “or further reduces” and rephrased provision on the value of a partner's contribution specifying that the value is as set forth in the certificate “as in effect prior to any amendment reflecting such distribution”; P.A. 86-379 amended Subsec. (a) by deleting “or before the certificate of limited partnership was amended to reflect the return of his contribution”, and amended Subsec. (c) by adding “records required to be kept pursuant to section 34-13c which has not been distributed to him” after “partnership”.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-26. - Nature of partnership interest.

A partnership interest is personal property.
(1961, P.A. 79, S. 18; P.A. 79-440, S. 38.)
History: P.A. 79-440 brought wording of section into conformity with newly adopted definitions of Sec. 34-9.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-27. - Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest.

(a) Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
(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.
(1961, P.A. 79, S. 19; P.A. 79-440, S. 39; P.A. 93-363, S. 21.)
History: P.A. 79-440 replaced previous provisions which had detailed rights and obligations of substituted limited partners and assignees; P.A. 93-363 added Subsec. (b) re provision by partnership agreement concerning evidence of partner's interest and assignment or transfer of partnership interest by certificate of partnership.
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.