(a) Each foreign limited partnership shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the foreign limited partnership shall agree that any process against it which is served on such agent shall be of the same legal force and validity as if served on the foreign limited partnership and that such appointment shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state.
(b) A foreign limited partnership's agent for service upon whom process may be served shall be: (1) The Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (4) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (5) a domestic limited liability company; (6) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.
(c) A foreign limited partnership's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g. A subsequent appointment of the Secretary of the State and his successors in office as a foreign limited partnership's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.
(d) A foreign limited partnership's appointment of a natural person or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g. A foreign limited partnership's subsequent appointment of any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign limited partnership; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street and number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a general partner of the foreign limited partnership and, if other than the Secretary of the State, by the statutory agent therein appointed.
(e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited partnership shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign limited partnership or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the foreign limited partnership at the office designated in the certificate of registration filed pursuant to section 34-38g. Upon the expiration of thirty days after the mailing of such notice, the resignation shall be effective. A foreign limited partnership may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.
(P.A. 86-379, S. 25; P.A. 89-116, S. 11; P.A. 04-240, S. 12; 04-257, S. 54; P.A. 09-38, S. 2.)
History: P.A. 89-116 amended Subsec. (c) re filing of initial and subsequent appointments of the secretary of the state as agent and amended Subsec. (d) re filing of initial and subsequent appointments of natural person or corporation as agent and requiring statement of acceptance by agent; P.A. 04-240 added Subsec. (b)(5) to (10) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service, amended Subsec. (d) by making conforming changes re entities set forth in Subsec. (b) and made technical changes throughout; P.A. 04-257 made a technical change in Subsec. (c), effective June 14, 2004; P.A. 09-38 amended Subsec. (e) to delete requirement that copy of the resignation statement mailed to foreign limited partnership be mailed “together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign limited partnership shall be deemed to have been revoked” and be sent “by certified mail”, provide that resignation of agent for service is effective 30 days, rather than 120 days, after mailing of such notice and delete provision requiring revocation of authority to transact business unless a new agent has been appointed within that 120-day period, and deleted former Subsec. (f) re authority of foreign limited partnership deemed revoked for failure to comply with section.
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.