Connecticut General Statutes
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.

Structure Connecticut General Statutes

Connecticut General Statutes

Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Chapter 610 - Uniform Limited Partnership Act

Section 34-9. - Definitions.

Section 34-10. - Formation of limited partnership; certificate of limited partnership.

Section 34-10a. - Execution of certificates.

Section 34-10b. - Filing requirements.

Section 34-10c. - Notice.

Section 34-10d. - Delivery of certificates to limited partners.

Section 34-11. - Authorized types of business.

Section 34-12. - Form of contributions by partner.

Section 34-13. - Name.

Section 34-13a. - Reservation of name.

Section 34-13b. - Specified office and agent for service of process.

Section 34-13c. - Records to be kept.

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.

Section 34-13e. - Annual report.

Section 34-13f. - Failure to file report. Incorrect report.

Section 34-14. - Liability for false statement in certificates.

Section 34-15. - Liability of limited partners to third parties.

Section 34-15a. - Voting rights of limited partners.

Section 34-15b. - Voting rights of general partners.

Section 34-16. - Admission of additional limited partners.

Section 34-17. - General powers and liabilities of general partners.

Section 34-17a. - Admission of additional general partners.

Section 34-18. - Rights of limited partner.

Section 34-19. - Person erroneously believing himself a limited partner not a general partner, when.

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.

Section 34-20a. - Sharing of profits and losses by partners.

Section 34-20b. - Distributions and allocation of cash or other assets to partners.

Section 34-20c. - Distributions in cash to partner; distributions in kind, when permitted.

Section 34-20d. - Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof.

Section 34-20e. - Partner's right to distribution.

Section 34-21. - Business transactions of partner with partnership.

Section 34-22 and 34-23. - Priority among limited partners. Payment of compensation to limited partners.

Section 34-24. - Limitation on amount of distribution.

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.

Section 34-25a. - Liability of partner upon return of any part of his contribution.

Section 34-26. - Nature of partnership interest.

Section 34-27. - Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest.

Section 34-27a. - Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.

Section 34-27b. - Withdrawal of general partner; damages.

Section 34-27c. - Withdrawal of limited partner; notice.

Section 34-27d. - Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership.

Section 34-28. - Person ceases to be general partner, when.

Section 34-28a. - Nonjudicial dissolution of limited partnership.

Section 34-28b. - Judicial dissolution of limited partnerships.

Section 34-28c. - Winding up of limited partnership.

Section 34-29. - Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner.

Section 34-30. - Rights of judgment creditor to charge partnership interest of partner.

Section 34-31. - Order of distribution of assets upon winding up of limited partnership.

Section 34-32. - Amendment of certificate.

Section 34-32a. - Cancellation of certificate.

Section 34-32b. - Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service.

Section 34-32c. - Reinstatement after cancellation.

Section 34-33. - Amendment or cancellation of certificate by court order.

Section 34-33a. - Merger of limited partnerships.

Section 34-33b. - Consolidation of limited partnerships.

Section 34-33c. - Approval of plan of merger or consolidation by general and limited partners.

Section 34-33d. - Certificate of merger or consolidation.

Section 34-33e. - Effective date of merger or consolidation. Abandonment.

Section 34-33f. - Effect of merger or consolidation.

Section 34-34. - Contributor as party to proceedings affecting partnership.

Section 34-34a. - Derivative actions, right of action by limited partner.

Section 34-34b. - Derivative actions, proper plaintiff.

Section 34-34c. - Derivative actions, pleading.

Section 34-34d. - Derivative actions, expenses.

Section 34-35. - Citation of chapter.

Section 34-36. - Construction of chapter.

Section 34-37. - Applicability of the rules of law and equity.

Section 34-38. - Partnerships formed prior to October 1, 1979.

Section 34-38a. - Validation of certain certificates, amendments and cancellations thereof filed prior to October 1, 1979.

Section 34-38b. - Partnerships existing on October 1, 1986.

Section 34-38f. - Foreign limited partnerships, governing law.

Section 34-38g. - Foreign limited partnerships, registration with Secretary of the State.

Section 34-38h. - Foreign limited partnerships, issuance of registration by Secretary of the State.

Section 34-38i. - Foreign limited partnerships, name under which registered.

Section 34-38j. - Foreign limited partnerships, changes and amendments to registration.

Section 34-38k. - Foreign limited partnerships, cancellation of registration.

Section 34-38l. - Foreign limited partnerships, transaction of business without registration.

Section 34-38m. - Foreign limited partnerships, Attorney General authorized to bring action to restrain transaction of business.

Section 34-38n. - Fees payable to the Secretary of the State for limited partnership documents.

Section 34-38o. - Foreign limited partnerships. Activities not constituting transacting business in this state.

Section 34-38p. - Foreign limited partnerships. Appointment of agent for service of process.

Section 34-38q. - Foreign limited partnerships, service of process upon statutory agent.

Section 34-38r. - Limited amnesty for foreign limited partnerships transacting business without registration.

Section 34-38s. - Foreign limited partnerships. Annual report.

Section 34-38t. - Foreign limited partnerships. Failure to file report. Incorrect report.

Section 34-38u. - Foreign limited partnerships. Revocation of certificate of registration.