(a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.
(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(d) A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of the State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
(e) A foreign limited partnership which transacts business in this state without registering with the Secretary of the State as required by this chapter shall be liable to this state, for each year or part thereof during which it transacted business in this state without being registered with said secretary, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited partnership had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign limited partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without registering with the Secretary of the State, in an amount equal to three hundred dollars, except that a foreign limited partnership which has registered with said secretary not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State.
(P.A. 79-440, S. 53; P.A. 90-228, S. 6, 8; P.A. 97-228, S. 3, 7; P.A. 98-137, S. 22, 62; 98-219, S. 33, 34; P.A. 09-83, S. 3.)
History: P.A. 90-228 added Subsec. (e) describing the penalties and fees to be imposed for conducting business without being registered as required; P.A. 97-228 deleted Subsec. (e)(1) re penalty of $2,000 for each year or part thereof during which a foreign limited partnership transacts business without registering, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign limited partnership transacts business without registering and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (e) to revise provision re grace period by providing that a foreign limited partnership is not liable for the monthly penalty if it has registered “not later than ninety days after it has commenced transacting business in this state” rather than not being liable “for the first three months or part thereof during which it transacted business without being registered with the secretary”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 09-83 amended Subsec. (e) to increase penalty from $165 to $300 for each month or part thereof that a foreign limited partnership transacts business without registering and to make a technical change.
See Sec. 34-38r re limited amnesty program.
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.