reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-27a. - Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in the partnership agreement and in section 34-25, and to return distributions as provided in section 34-25a. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 34-14 and 34-25.
(P.A. 79-440, S. 41; P.A. 85-197, S. 6; P.A. 86-379, S. 18.)
History: P.A. 85-197 amended Subsec. (b) to replace provision that assignee is liable “to make and return contributions as provided in” specified statutory sections with provision that assignee is liable “to make contributions as provided in the certificate of limited partnership and in section 34-25 and to return distributions as provided in section 34-25a”; 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. 35 CA 81.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-27b. - Withdrawal of general partner; damages.

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
(P.A. 79-440, 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 34-27c. - Withdrawal of limited partner; notice.

A limited partner may withdraw from a limited partnership in accordance with the partnership agreement. If the partnership agreement does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.
(P.A. 79-440, S. 32; P.A. 86-379, S. 19.)
History: P.A. 86-379 deleted language re withdrawal at time or events specified in certificate of limited partnership and deleted “certificate” and substituted “partnership agreement” in lieu thereof.
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 34-27d. - Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership.

Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
(P.A. 79-440, S. 33.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-28a. - Nonjudicial dissolution of limited partnership.

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) At the time specified in the partnership agreement; (2) upon the happening of events specified in the partnership agreement; (3) written consent of all partners; (4) an event of withdrawal of a general partner unless at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or (5) entry of a decree of judicial dissolution under section 34-28b.
(P.A. 79-440, S. 43; P.A. 86-379, S. 21.)
History: P.A. 86-379 made technical changes and 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 34-28b. - Judicial dissolution of limited partnerships.

On application by or for a partner the superior court of the judicial district where the principal business of the partnership is carried on may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
(P.A. 79-440, S. 44.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-28c. - Winding up of limited partnership.

(a) Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court of the judicial district where the principal business of the partnership is carried on may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.
(b) Upon the dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section 34-32a, the persons winding up the affairs of the limited partnership may, in the name of, and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the limited partnership, dispose of and convey the property of the limited partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.
(P.A. 79-440, S. 45; P.A. 89-116, S. 4.)
History: P.A. 89-116 added Subsec. (b) re powers of persons winding up affairs of limited partnership without affecting liability of limited partners.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-29. - Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner.

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
(1961, P.A. 79, S. 21; P.A. 79-440, S. 42.)
History: P.A. 79-440 rephrased previous provisions, deleting provision which stated that estate of deceased limited partner is liable for his liabilities as a limited partner, and added provision which required that powers of partner may be exercised by legal representative or successor where partner is a corporation, trust or other entity dissolved or terminated.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-30. - Rights of judgment creditor to charge partnership interest of partner.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. Nothing in this chapter shall be held to deprive a partner of the benefit of any exemption laws applicable to his partnership interest.
(1961, P.A. 79, S. 22; P.A. 79-440, S. 40.)
History: P.A. 79-440 rephrased provisions previously applicable only to limited partners, deleted provision empowering court to appoint receiver and make all other necessary orders, etc., deleted provision which had allowed redemption of interest with separate property of any general partner but not with partnership property, deleted provision which had stated that remedies under section are not exclusive of others which may exist and specified that judgment creditor has only the rights of an assignee of the partnership interest.
Cited. 35 CA 81.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-31. - Order of distribution of assets upon winding up of limited partnership.

Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 34-20d or 34-27d; (2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 34-20d or 34-27d; and (3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
(1961, P.A. 79, S. 23; P.A. 79-440, S. 46.)
History: P.A. 79-440 replaced provisions which had detailed payments to limited and general partners upon dissolution of partnership.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-32. - Amendment of certificate.

(a) A certificate of limited partnership shall be amended by filing a certificate of amendment thereto in the office of the Secretary of the State. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The date of filing the original certificate of limited partnership; and
(3) The amendment to the certificate.
(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) The continuation of the business under section 34-28a after an event of withdrawal of a general partner.
(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the thirty-day period specified in subsection (b).
(f) A restated certificate of limited partnership may be executed and filed in the same manner as the certificate of amendment.
(1961, P.A. 79, S. 24; 1963, P.A. 642, S. 37; P.A. 79-440, S. 8; P.A. 86-379, S. 22; P.A. 89-116, S. 5.)
History: 1963 act corrected faulty section reference in Subdiv. (e); P.A. 79-440 essentially replaced previous provisions which had required amendment of certificate when change in partnership name or amount or character of partner's contribution, limited partner is substituted or added, a partner dies, retires, etc. and business is continued, character of business changes, certificate contains erroneous statement or a time for dissolution is changed or fixed, etc; P.A. 86-379 deleted requirement that amendment be filed if amount, character or obligation of partner's contribution is changed, added “general” before “partner”, deleted language in Subsec. (c) re filing of amendment to show change of address and added Subsec. (f) re filing of restated certificate of limited partnership; P.A. 89-116 amended Subsec. (a)(2) by specifying date of filing of original 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.
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 34-32a. - Cancellation of certificate.

A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth:
(1) The name of the limited partnership;
(2) The date of filing of the original certificate of limited partnership;
(3) The reason for filing the certificate of cancellation;
(4) The effective date of cancellation if it is not to be effective upon the filing of the certificate; and
(5) Any other information the general partners filing the certificate determine.
(P.A. 79-440, S. 9; P.A. 89-116, S. 6.)
History: P.A. 89-116 made cancellation of certificate of limited partnership effective upon “completion” rather than upon “commencement” of winding up of partnership and required that certificate of cancellation state date of filing of “original” partnership certificate.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-32c. - Reinstatement after cancellation.

(a) At any time after cancellation of a certificate of limited partnership, otherwise than by decree of court in any proceeding, a limited partnership may be reinstated as provided in this section.
(b) Reinstatement proceedings shall conform, with such adaptations as are appropriate, to proceedings for dissolution of a limited partnership, except that in the case of a limited partnership dissolved by expiration, such proceedings shall include appropriate amendment of the certificate of limited partnership.
(c) If the name of the limited partnership to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment of the certificate of limited partnership.
(d) A certificate of reinstatement conforming, with such adaptations as are appropriate, to the contents requirements of a certificate of limited partnership shall be executed and filed with the office of the Secretary of the State as provided in section 34-10a.
(e) A certificate of reinstatement shall be accompanied by payment of all penalties and forfeitures incurred by the limited partnership and a reinstatement fee as provided by section 34-38n.
(f) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the legal existence of the reinstated limited partnership shall commence and it shall be revested with its rights and powers under this chapter. If reinstatement follows cancellation of the limited partnership by forfeiture, as provided in section 34-32b, the reinstatement shall relate back to and take effect as of the effective date of the cancellation, and the limited partnership shall resume carrying out its business as if the cancellation had never occurred. No action or proceeding, civil or criminal, to which the limited partnership is a party at the time of reinstatement shall be affected by such reinstatement except as the court shall, under the circumstances, determine. The reinstated limited partnership shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.
(P.A. 95-252, S. 4; P.A. 15-48, S. 11.)
History: P.A. 15-48 amended Subsec. (f) to add provision re effective date of reinstatement following cancellation of limited partnership by forfeiture.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-33. - Amendment or cancellation of certificate by court order.

If a person required by section 34-10a to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the superior court of the judicial district where the principal business of the limited partnership is carried on to direct the cancellation or amendment. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of the State to record an appropriate certificate of cancellation or amendment.
(1961, P.A. 79, S. 25; P.A. 78-280, S. 2, 127; P.A. 79-356, S. 9; 79-440, S. 11.)
History: P.A. 78-280 substituted “judicial district” for “county”; P.A. 79-356 required that amendments be “acknowledged” rather than “sworn to” by all members; P.A. 79-440 replaced previous detailed provisions re procedure for amending certificate.
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 34-33a. - Merger of limited partnerships.

(a) Pursuant to a plan of merger, approved in the manner provided by section 34-33c, one or more domestic limited partnerships may merge with or into any one or more domestic or foreign limited partnerships formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, and the plan shall name the survivor.
(b) The plan of merger, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each party to the merger and the name of the limited partnership which is to be the survivor; (2) the terms and conditions of the merger, including the manner and basis of converting the interests of each party to the merger into other securities, interests, obligations, rights to acquire, interests, securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any merging limited partnership of cash, securities of any limited partnership or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in a limited partnership which is not the survivor in the merger; (3) any changes in the certificate of limited partnership of the survivor; (4) the effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and (5) such other provisions with respect to the merger as are deemed necessary or desirable.
(P.A. 93-363, S. 27; P.A. 03-18, S. 55; P.A. 04-99, S. 3; P.A. 11-241, S. 41.)
History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more limited partnerships or other entities and re organized under the laws of any foreign country or other foreign jurisdiction or combination thereof, and replacing “surviving or resulting limited partnership” with “survivor”, and amended Subsec. (b) by replacing references to surviving or resulting limited partnership with references to survivor, adding references to other entity, replacing “of the merging limited partnerships and a designation of which” with “party to the merger and the name of the” in Subdiv. (1), adding provision re manner and basis of converting shares or interests in Subdiv. (2), adding provision re organizational documents in Subdiv. (3), and adding provision re plan of merger meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger with or into one or more “domestic or foreign” limited partnerships, effective May 10, 2004; P.A. 11-241 deleted provisions re other entities, shares and organizational documents and made conforming changes, effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-33b. - Consolidation of limited partnerships.

(a) Pursuant to a plan of consolidation, approved in the manner provided by section 34-33c, any domestic limited partnerships may consolidate with one or more limited partnerships formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, into a new limited partnership.
(b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships and the name and jurisdiction of organization of the new limited partnership, which name may be that of any of the consolidating limited partnerships or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the interests of each party to the consolidation into interests, securities, obligations, rights to acquire other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any consolidating limited partnership of cash, securities of any limited partnership, or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in any consolidating limited partnership or of the new limited partnership; (3) a certificate of limited partnership complying with section 34-10; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable.
(P.A. 93-363, S. 28; P.A. 03-18, S. 56; P.A. 11-241, S. 42.)
History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more other entities and re organized under the laws of any foreign country of other foreign jurisdiction or combination thereof and amended Subsec. (b) by adding references to other entities, adding provision re manner and basis of converting shares or interests in Subdiv. (2), replacing “with respect to the new” with “if the survivor is a” in Subdiv. (3), and adding provision re plan of consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 deleted provisions re other entities and shares and made conforming changes, effective January 1, 2014.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-33c. - Approval of plan of merger or consolidation by general and limited partners.

Except as otherwise provided in the partnership agreement, a plan of merger or consolidation shall be approved by each domestic limited partnership named in the merger or consolidation (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, provided in either case, by limited partners who own at least two-thirds of the current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(P.A. 93-363, S. 29.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-33e. - Effective date of merger or consolidation. Abandonment.

(a) Upon a filing of the certificate of merger or consolidation with the Secretary of the State as provided in section 34-33d, or at such later date as the certificate of merger or consolidation shall specify, the merger or consolidation shall become effective.
(b) Abandonment by a limited partnership of a merger or consolidation approved or provided in sections 34-33a to 34-33f, inclusive, shall not require further action or approval of the limited partners thereof or other persons whose vote was required to adopt such merger or consolidation unless the plan of merger or consolidation otherwise provides. No abandonment may be made after the merger or consolidation becomes effective. Any abandonment is subject to the rights of other parties.
(c) If a limited partnership has filed a certificate of merger or consolidation with an effective date later than the date of filing, and abandonment has occurred, the limited partnership may file a certificate of abandonment with the Secretary of the State executed as provided in section 34-10a by each of the abandoning limited partnerships which shall set forth: (1) The names of the abandoning limited partnerships, (2) the fact that a certificate of merger or consolidation was filed, (3) the date the merger or consolidation was abandoned and (4) such other provisions with respect to the abandonment as are deemed necessary or desirable.
(P.A. 93-363, S. 31; June 12 Sp. Sess. P.A. 12-2, S. 73.)
History: June 12 Sp. Sess. P.A. 12-2 made a technical change in Subsec. (c).
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-34. - Contributor as party to proceedings affecting partnership.

Section 34-34 is repealed.
(1961, P.A. 79, S. 26; 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 34-34a. - Derivative actions, right of action by limited partner.

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
(P.A. 79-440, S. 55.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-34b. - Derivative actions, proper plaintiff.

In a derivative action, the plaintiff shall be a partner at the time of bringing the action and (1) at the time of the transaction of which he complains or (2) his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
(P.A. 79-440, S. 56.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-34c. - Derivative actions, pleading.

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
(P.A. 79-440, S. 57.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-34d. - Derivative actions, expenses.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any action or claim, the compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
(P.A. 79-440, S. 58.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-36. - Construction of chapter.

This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. This chapter shall not be so construed as to impair the obligations of any contract existing on October 1, 1979, nor to affect any action or proceeding begun or right accrued before said date.
(1961, P.A. 79, S. 28; P.A. 79-440, S. 59.)
History: P.A. 79-440 deleted provision which stated “the rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter” and changed date after which provisions as amended have effect on contracts and proceedings, etc. from October 1, 1961, to October 1, 1979.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-37. - Applicability of the rules of law and equity.

In any case not provided for in this chapter or sections 34-300 to 34-434, inclusive, the rules of law and equity, including the law merchant, shall govern.
(1961, P.A. 79, S. 29; P.A. 79-440, S. 61; P.A. 96-77, S. 2, 17.)
History: P.A. 79-440 added reference to chapter 611; P.A. 96-77 replaced reference to Ch. 611 with reference to Secs. 34-300 to 34-434, inclusive, effective July 1, 1997.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38. - Partnerships formed prior to October 1, 1979.

(a) A limited partnership formed under any statute of this state prior to October 1, 1979, may become a limited partnership formed under this chapter by complying with the provisions of section 34-10.
(b) A limited partnership formed under any statute of this state prior to October 1, 1961, until or unless it becomes a limited partnership under this chapter, shall continue to be governed by the provisions of chapter 609, except that such partnerships shall not be renewed unless so provided in the original agreement.
(c) A limited partnership formed under any statute of this state on or after October 1, 1961, and prior to October 1, 1979, shall continue to be governed by the provisions of chapter 610 of the general statutes, revision of 1958, revised to 1979, except that (1) such partnerships shall not be renewed unless so provided in the original agreement, (2) the execution of amendments to or cancellations of the certificates of such limited partnerships shall be governed by section 34-10a, (3) the place of filing of amendments to or cancellations of the certificates of such limited partnerships shall be the office of the Secretary of the State, and (4) the fees charged for filings made by such limited partnerships with the office of the Secretary of the State shall be the same as the fees charged to limited partnerships formed on or after October 1, 1979.
(1961, P.A. 79, S. 30; P.A. 79-440, S. 60; P.A. 82-407, S. 3; P.A. 85-197, S. 7; P.A. 86-379, S. 23.)
History: P.A. 79-440 made provisions as amended applicable as of October 1, 1979, where previously effective as of October 1, 1961, and added Subsec. (c), having redesignated Subsecs. (1) and (2) as (a) and (b) and changed Subdiv. indicators accordingly; P.A. 82-407 added Subsec. (c)(2) and (3) concerning the governing law for, and the place of filing of, amendments to or cancellations of the certificates of such limited partnerships; P.A. 85-197 added Subsec. (c)(4) re the fees charged for filings by such limited partnerships; P.A. 86-379 deleted proviso re requirements of certificate in Subsec. (a).
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Cited. 11 CA 404.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38a. - Validation of certain certificates, amendments and cancellations thereof filed prior to October 1, 1979.

All certificates, and all amendments and cancellations thereof, duly filed for record in accordance with the provisions of sections 34-10 and 34-33 prior to October 1, 1979, and otherwise conforming to the requirements of subdivision (a) of subsection (1) of section 34-10 and of subsection (1) of section 34-33 of the general statutes, revision of 1958, revised to 1979, except that the same were acknowledged by or on behalf of one or more members and were not sworn to by such members, are validated and shall be deemed to conform to the requirements of subdivision (a) of subsection (1) of section 34-10 and of subsection (1) of section 34-33 of the general statutes, revision of 1958, revised to 1979.
(P.A. 79-356, S. 10.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38b. - Partnerships existing on October 1, 1986.

The amendment of sections 34-9, 34-10, 34-10a, 34-10c, 34-13, 34-13b, 34-13c, 34-15, 34-16, 34-17a, 34-19, 34-20a to 34-20d, inclusive, 34-25, 34-25a, 34-27a, 34-27c, 34-28, 34-28a, 34-32, 34-38, 34-38g and 34-38n by public act 86-379 effective on October 1, 1986, does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing on October 1, 1986, nor impair any contract or affect any right accrued before October 1, 1986.
(P.A. 86-379, S. 28.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38f. - Foreign limited partnerships, governing law.

Subject to the Constitution of this state, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
(P.A. 79-440, S. 47.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38h. - Foreign limited partnerships, issuance of registration by Secretary of the State.

If the Secretary of the State finds that an application for registration conforms to law and all requisite fees have been paid, he shall: (1) Endorse on the application the word “Filed”, and the month, day and year of the filing thereof; and (2) file in his office a signed copy of the application.
(P.A. 79-440, S. 49; P.A. 89-116, S. 8; P.A. 93-363, S. 23.)
History: P.A. 89-116 changed “duplicate original” to “signed copy” and “signed or conformed copy”; P.A. 93-363 deleted Subdiv. (3) of Subsec. (a) re issuance of certificate of registration to transact business in this state and deleted Subsec. (b) re return of certificate of registration.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38i. - Foreign limited partnerships, name under which registered.

A foreign limited partnership may register with the Secretary of the State under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.
(P.A. 79-440, S. 50.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38j. - Foreign limited partnerships, changes and amendments to registration.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of the State a signed copy of a certificate, signed and sworn to by a general partner, correcting such statement.
(P.A. 79-440, S. 51; P.A. 89-116, S. 9; P.A. 93-363, S. 24.)
History: P.A. 89-116 added “two signed copies or one signed copy and one conformed copy or”; P.A. 93-363 changed “two signed copies or one signed copy and one conformed” to “a signed” copy.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38k. - Foreign limited partnerships, cancellation of registration.

A foreign limited partnership may cancel its registration by filing with the Secretary of the State a signed copy of a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
(P.A. 79-440, S. 52; P.A. 89-116, S. 10; P.A. 93-363, S. 25.)
History: P.A. 89-116 added requirement of filing two signed copies or one signed copy and one conformed copy of certificate of cancellation; P.A. 93-363 changed “two signed copies or one signed copy and one conformed” to “a signed” copy.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38m. - Foreign limited partnerships, Attorney General authorized to bring action to restrain transaction of business.

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 34-38f to 34-38l, inclusive.
(P.A. 79-440, S. 54.)
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38o. - Foreign limited partnerships. Activities not constituting transacting business in this state.

(a) Any foreign limited partnership may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may hold such property as it may acquire by foreclosure or otherwise in payment of debts due such limited partnership without such action constituting transacting business in this state for the purposes of this chapter.
(b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership shall not be considered to be transacting business in this state, for purposes of this chapter, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes, but nothing in this subdivision shall entitle a foreign limited partnership to maintain suit in this state in violation of section 34-38
l
; (2) holding meetings of its members or carrying on other activities concerning its internal affairs; (3) maintaining bank accounts or borrowing money with or without security, even if such borrowings are repeated and continuous transactions; (4) maintaining offices or agencies for the transfer, exchange and registration of its partnership interests, or appointing and maintaining trustees or depositories with respect to its interests; (5) soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts; (6) creating evidences of debt, mortgages or liens on real or personal property; (7) taking security for or collecting debts due it or enforcing any rights in property securing the same; (8) transacting business in interstate commerce; (9) conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.
(P.A. 82-407, S. 4.)
Subsec. (b):
Subdivs. (1) and (7) interpreted together permit unregistered foreign limited partnership, generally not permitted to bring action in state, to bring action for foreclosure of mortgage. 49 CS 257.
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38r. - Limited amnesty for foreign limited partnerships transacting business without registration.

Notwithstanding any provision of sections 34-9 to 34-38q, inclusive, as part of a limited amnesty program in effect for the calendar year commencing January 1, 1995, and ending December 31, 1995, any foreign limited partnership that voluntarily comes forth during said calendar year to pay penalties and fees owed for transacting business in this state without a certificate of registration, shall only be liable for one-half of the total sum of penalties calculated under section 34-38l. This limited amnesty shall not apply to any other fees or taxes owed by a foreign limited partnership or any interest thereon that shall still be paid in full pursuant to subsection (e) of said section.
(P.A. 94-186, S. 212.)
History: (Revisor's note: In 1995 the reference to Sec. 33-38
l
was changed editorially by the Revisors to Sec. 34-38
l
).
2023 Connecticut General Statutes › Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Chapter 610 - Uniform Limited Partnership Act › Section 34-38s. - Foreign limited partnerships. Annual report.

(a) Each foreign limited partnership registered to transact business in this state shall file an annual report by electronic transmission with the Secretary of the State that shall be due upon the anniversary of the registration of such foreign limited partnership pursuant to section 34-38g. Upon request of a foreign limited partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign 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 foreign limited partnership and, if different, the name under which such foreign limited partnership transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; and (3) the electronic mail address, if any, of the foreign 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 foreign limited partnership at its principal office or its electronic mail address, as last shown by his records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign limited partnership of the requirement of filing the report as provided in this section.
(P.A. 95-252, S. 5; P.A. 11-146, S. 8.)
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” a “notice that the annual report is due”, rather than “mail” a “form prescribed by him for the annual report”, allow delivery of such notice to partnership's electronic mail address and make a conforming change, effective January 1, 2012.