Connecticut General Statutes
Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships
Section 34-364. - Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 and 34-388 to 34-390, inclusive, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
(P.A. 95-341, S. 36, 58; P.A. 11-241, S. 56.)
History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 amended Subsec. (b) to replace reference to “sections 34-384 to 34-391, inclusive” with reference to “sections 34-384 and 34-388 to 34-390, inclusive”, effective January 1, 2014.

Structure Connecticut General Statutes

Connecticut General Statutes

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

Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships

Section 34-300. - Short title: Uniform Partnership Act.

Section 34-301. - Definitions.

Section 34-302. - Knowledge and notice.

Section 34-303. - Effect of partnership agreement. Nonwaivable provisions.

Section 34-304. - Supplemental principles of law.

Section 34-305. - Execution, filing and recording of statements.

Section 34-306. - Law governing internal relations.

Section 34-307. - Partnership subject to statutory amendment or repeal.

Section 34-313. - Partnership as entity.

Section 34-314. - Formation of partnership.

Section 34-315. - Partnership property.

Section 34-316. - When property is partnership property.

Section 34-322. - Partner as agent of partnership.

Section 34-323. - Transfer of partnership property.

Section 34-324. - Statement of partnership authority.

Section 34-325. - Statement of denial.

Section 34-326. - Partnership liable for partner's actionable conduct.

Section 34-327. - Liability of partner. Insurance.

Section 34-328. - Actions by and against partnership and partners.

Section 34-329. - Liability of purported partner.

Section 34-335. - Rights and duties of a partner.

Section 34-336. - Distributions in kind.

Section 34-337. - Rights and duties of a partner with respect to information.

Section 34-338. - General standards of conduct of a partner.

Section 34-339. - Actions by partnership and partners.

Section 34-340. - Continuation of partnership beyond definite term or particular undertaking.

Section 34-346. - Partner not co-owner of partnership property.

Section 34-347. - Partner's transferable interest in partnership.

Section 34-348. - Transfer of partner's transferable interest.

Section 34-349. - Partner's transferable interest subject to charging order.

Section 34-355. - Events causing partner's dissociation.

Section 34-356. - Partner's power to dissociate. Wrongful dissociation.

Section 34-357. - Effect of partner's dissociation.

Section 34-362. - Purchase of dissociated partner's interest.

Section 34-363. - Dissociated partner's power to bind and liability to partnership.

Section 34-364. - Dissociated partner's liability to other persons.

Section 34-365. - Statement of dissociation.

Section 34-366. - Continued use of partnership name.

Section 34-372. - Events causing dissolution and winding up of partnership business.

Section 34-373. - Partnership continues after dissolution.

Section 34-374. - Right to wind up partnership business.

Section 34-375. - Partner's power to bind partnership after dissolution.

Section 34-376. - Statement of dissolution.

Section 34-377. - Partner's liability to other partners after dissolution.

Section 34-378. - Settlement of accounts and contributions among partners.

Section 34-384. - Definitions.

Section 34-385 to 34-387. - Conversion of partnership to limited partnership. Conversion of limited partnership to partnership. Effect of conversion.

Section 34-388. - Merger of partnerships.

Section 34-389. - Effect of merger.

Section 34-390. - Statement of merger.

Section 34-391. - Nonexclusive.

Section 34-397. - Uniformity of application and construction.

Section 34-398. - Applicability.

Section 34-399. - Savings clause.

Section 34-400. (Formerly Sec. 34-81a). - Recognition and regulation of partnerships.

Section 34-406. (Formerly Sec. 34-81s). - Domestic and foreign limited liability partnerships: Name.

Section 34-407. (Formerly Sec. 34-81t). - Domestic and foreign limited liability partnerships: Reservation of name.

Section 34-408. (Formerly Sec. 34-81u). - Domestic and foreign limited liability partnerships: Statutory agent for service.

Section 34-409. (Formerly Sec. 34-81v). - Domestic and foreign limited liability partnerships: Amendment of certificate.

Section 34-410. (Formerly Sec. 34-81w). - Domestic and foreign limited liability partnerships: Execution of documents.

Section 34-411. (Formerly Sec. 34-81x). - Domestic and foreign limited liability partnerships: Filing of documents.

Section 34-412. (Formerly Sec. 34-81y). - Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State.

Section 34-413. (Formerly Sec. 34-81z). - Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State.

Section 34-419. (Formerly Sec. 34-81b). - Domestic limited liability partnership: Filing of certificate.

Section 34-420. (Formerly Sec. 34-81c). - Domestic limited liability partnership: Annual report.

Section 34-421. (Formerly Sec. 34-81d). - Domestic limited liability partnership: Failure to file report. Incorrect report.

Section 34-422. (Formerly Sec. 34-81e). - Domestic limited liability partnership: Revocation of certificate.

Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation.

Section 34-423. (Formerly Sec. 34-81f). - Domestic limited liability partnership: Renunciation of status.

Section 34-429. (Formerly Sec. 34-81j). - Foreign limited liability partnership: Filing certificate of authority to transact business.

Section 34-430. (Formerly Sec. 34-81k). - Foreign limited liability partnership: Transacting business without filing certificate of authority.

Section 34-431. (Formerly Sec. 34-81l). - Foreign limited liability partnership: Annual report.

Section 34-432. (Formerly Sec. 34-81m). - Foreign limited liability partnership: Failure to file report. Incorrect report.

Section 34-433. (Formerly Sec. 34-81n). - Foreign limited liability partnership: Revocation of certificate of authority.

Section 34-434. (Formerly Sec. 34-81o). - Foreign limited liability partnership: Withdrawal of certificate of authority.