(a) The certificate of registration of a foreign limited partnership to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The foreign limited partnership has failed to file its annual report with the Secretary of the State; (2) any wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited partnership pursuant to this chapter; (3) the foreign limited partnership is exceeding the authority conferred upon it by this chapter; or (4) the foreign limited partnership is without an agent upon whom process may be served in this state for sixty days or more.
(b) On the happening of the events set out in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days' written notice to the foreign limited partnership that he intends to revoke the certificate of registration of such foreign limited partnership for one of said causes, specifying the same. Such notice shall be given by registered or certified mail addressed to the foreign limited partnership at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in such notice, the foreign limited partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, he shall revoke the certificate of registration of such foreign limited partnership to transact business in this state.
(c) Upon revoking the certificate of registration of any foreign limited partnership, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Mail a copy thereof to such foreign limited partnership at its address as last shown on his records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate of revocation shall cause the authority of a foreign limited partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state.
(P.A. 95-252, S. 7; P.A. 09-38, S. 3; P.A. 14-154, S. 15.)
History: P.A. 09-38 amended Subsec. (a) to add Subdiv. (3) authorizing revocation of certificate of registration when foreign limited partnership is without an agent upon whom process may be served in this state for 60 days or more and amended Subsec. (b) to add reference to Subsec. (a)(3) as event causing notice to be given of intent to revoke certificate of registration; P.A. 14-154 amended Subsec. (a) by adding new Subdiv. (1) re revocation of certificate of registration to transact business due to foreign limited partnership's failure to file annual report with Secretary of the State and redesignating existing Subdivs. (1) to (3) as Subdivs. (2) to (4), amended Subsec. (b) by replacing reference to Subdivs. (1), (2) or (3) with reference to Subdivs. (1), (2), (3) or (4) and deleting reference to mail evidenced by certificate of mailing, and amended Subsec. (c) by designating existing provision re mailing certificate of revocation to foreign limited partnership's address as last shown on records of Secretary of the State as Subdiv. (1) and adding Subdiv. (2) requiring Secretary of the State to cause notice of filing of certificate of revocation to be posted on the office's web site, effective January 1, 2015.
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.