(a) The certificate of authority of a foreign registered limited liability 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 registered limited liability partnership has failed to file its annual report with the Secretary of the State; or (2) a wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign registered limited liability partnership pursuant to sections 34-300 to 34-434, inclusive.
(b) (1) Upon the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State may revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state. (2) Upon determining to revoke the certificate of authority of a foreign registered limited liability partnership the Secretary of the State shall give not less than thirty days' written notice to the foreign registered limited liability partnership that said Secretary intends to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same. Such notice shall be given by first class mail addressed to the foreign registered limited liability 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 the notice, the foreign registered limited liability partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of authority did not exist at the time the notice was mailed or, if it did exist at such 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, said Secretary shall revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state.
(c) Upon revoking the certificate of authority of any foreign registered limited liability 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 registered limited liability partnership at its address as last shown on said Secretary's 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 shall cause the authority of a foreign registered limited liability partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign registered limited liability partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the partnership in this state.
(d) The authority to transact business in this state is retained until expressly revoked by the Secretary of the State. Revocation of the authority of a foreign registered limited liability partnership to transact business in this state shall not affect the status of said partnership in this state under subsection (4) of section 34-400, or the validity of the acts of said partnership occurring prior to the effective date of revocation.
(P.A. 94-218, S. 18, 28; P.A. 95-252, S. 23; P.A. 96-77, S. 6, 17; P.A. 14-154, S. 25; P.A. 19-40, S. 12.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (b) to provide that notice may be given by mail evidenced by a certificate of mailing; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive” with “sections 34-300 to 34-434, inclusive”, effective July 1, 1997; Sec. 34-81n transferred to Sec. 34-433 in 1997; P.A. 14-154 amended Subsec. (b) by deleting reference to mail evidenced by certificate of mailing and making technical changes, and amended Subsec. (c) by designating existing provision re mailing certificate of revocation to foreign registered limited liability partnership's address as last shown on Secretary of the State's records as Subdiv. (1), 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 and making technical changes, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making a technical change, 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.