(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.
Structure Connecticut General Statutes
Chapter 610 - Uniform Limited Partnership Act
Section 34-10. - Formation of limited partnership; certificate of limited partnership.
Section 34-10a. - Execution of certificates.
Section 34-10b. - Filing requirements.
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 34-13a. - Reservation of name.
Section 34-13b. - Specified office and agent for service of process.
Section 34-13c. - Records to be kept.
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 34-20a. - 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 34-20e. - Partner's right to distribution.
Section 34-21. - Business transactions of partner with partnership.
Section 34-24. - Limitation on amount of distribution.
Section 34-25a. - Liability of partner upon return of any part of his contribution.
Section 34-26. - Nature of partnership interest.
Section 34-27b. - Withdrawal of general partner; damages.
Section 34-27c. - Withdrawal of limited partner; notice.
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 34-30. - 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 34-32c. - 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 34-38b. - 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 34-38n. - Fees payable to the Secretary of the State for limited partnership documents.
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 34-38s. - 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.