(a) The Secretary of the State may effect the revocation of a registered limited liability partnership's certificate of registered limited liability partnership as provided in this section.
(b) Whenever any registered limited liability partnership is more than one year in default of filing its annual report, the Secretary of the State may notify such registered limited liability partnership by first class mail addressed to such registered limited liability partnership at its principal office as last shown in the records of said Secretary that under the provisions of this section the registered limited liability partnership's status as a registered limited liability partnership is to be revoked by reason of its default. Unless, within three months after the mailing of such notice, the registered limited liability partnership files a report made out and verified in all respects as the annual report of such registered limited liability partnership, the Secretary of the State shall prepare and file in the office of said Secretary a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of such partnership or the liability of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.
(c) Whenever it comes to the attention of the Secretary of the State that a registered limited liability partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such registered limited liability partnership by registered or certified mail addressed to such registered limited liability partnership at its principal office as last shown on his records that under the provisions of this section the registered limited liability partnership's rights and powers are in default. Unless the registered limited liability partnership within three months of the mailing of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.
(d) Revocation shall be effective upon the filing by the Secretary of the State in his office of such certificate of revocation.
(e) After filing the certificate of revocation, the Secretary of the State shall: (1) Mail a certified copy thereof to the delinquent registered limited liability partnership addressed to such registered limited liability partnership at its principal office 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.
(P.A. 94-218, S. 12, 28; P.A. 95-252, S. 22; P.A. 14-154, S. 23; P.A. 19-40, S. 11.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsecs. (b) and (c) to provide that the notice may be given by mail evidenced by a certificate of mailing and amended Subsec. (e) to provide that the copy of the certificate may be sent by mail evidenced by a certificate of mailing; Sec. 34-81e transferred to Sec. 34-422 in 1997, effective July 1, 1997; P.A. 14-154 amended Subsec. (b) by extending default period re registered limited liability partnership's failure to file annual report from “more than three months” to “more than one year”, changing “shall” to “may” re notification by Secretary of the State, deleting reference to mail evidenced by certificate of mailing, replacing provision re partnership will be subject to revocation with provision re revocation by reason of its default and making technical changes, amended Subsec. (c) by deleting reference to mail evidenced by certificate of mailing, and amended Subsec. (e) by deleting requirements that certificate of revocation be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and adding requirement that Secretary of the State cause notice of filing of certificate of revocation to be posted on the office's web site, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making technical changes, effective January 1, 2020.
Structure Connecticut General Statutes
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 34-388. - 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 34-420. (Formerly Sec. 34-81c). - Domestic limited liability partnership: Annual report.
Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation.
Section 34-431. (Formerly Sec. 34-81l). - Foreign limited liability partnership: Annual report.