Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-406; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-408 and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a “foreign registered limited liability partnership” as defined in section 34-301; (6) a brief statement of the business in which the partnership engages; (7) the electronic mail address, if any, of the foreign registered limited liability partnership; and (8) any other matters the partnership may determine to include.
(P.A. 94-218, S. 14, 28; P.A. 96-77, S. 4, 17; P.A. 11-146, S. 20; P.A. 14-154, S. 24.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced reference to “subdivision (9) of section 34-40” with “subdivision (4) of section 34-301”, effective July 1, 1997; Sec. 34-81j transferred to Sec. 34-429 in 1997; P.A. 11-146 made a technical change in statutory reference in Subdiv. (5), effective January 1, 2012; P.A. 14-154 added new Subdiv. (7) re electronic mail address of foreign registered limited liability partnership and redesignated existing Subdiv. (7) as Subdiv. (8), effective January 1, 2015.
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.