Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Section 34-13d. - Interrogatories may be submitted by the Secretary of the State to any limited partnership as may be necessary to determine compliance under this chapter. - (a) The Secretary of the State may propound to any...

Section 34-13e. - Annual report. - (a) Each limited partnership shall file an annual report by...

Section 34-13f. - Failure to file report. Incorrect report. - (a) Any limited partnership required to file an annual report...

Section 34-14. - Liability for false statement in certificates. - If any certificate of limited partnership or certificate of amendment...

Section 34-15. - Liability of limited partners to third parties. - (a) Except as provided in subsection (d) of this section,...

Section 34-15a. - Voting rights of limited partners. - Subject to the provisions of section 34-15, the partnership agreement...

Section 34-15b. - Voting rights of general partners. - The partnership agreement may grant to all or certain identified...

Section 34-16. - Admission of additional limited partners. - After the formation of a limited partnership, a person becomes...

Section 34-17. - General powers and liabilities of general partners. - (a) Except as provided in this chapter or in the...

Section 34-17a. - Admission of additional general partners. - After the filing of a limited partnership's original certificate of...

Section 34-18. - Rights of limited partner. - Each limited partner shall have the right to: (1) Inspect...

Section 34-19. - Person erroneously believing himself a limited partner not a general partner, when. - (a) Except as provided in subsection (b) of this section,...

Section 34-20. - Contributions and sharing in profits, losses and distributions by general partners. Rights, powers, restrictions and liabilities of general partners who are also limited partners. - A general partner of a limited partnership may make contributions...

Section 34-20a. - Sharing of profits and losses by partners. - The profits and losses of a limited partnership shall be...

Section 34-20b. - Distributions and allocation of cash or other assets to partners. - Distributions of cash or other assets of a limited partnership...

Section 34-20c. - Distributions in cash to partner; distributions in kind, when permitted. - Except as provided in the partnership agreement, a partner, regardless...

Section 34-20d. - Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof. - Except as provided in this chapter, a partner is entitled...

Section 34-20e. - Partner's right to distribution. - At the time a partner becomes entitled to receive a...

Section 34-21. - Business transactions of partner with partnership. - Except as provided in the partnership agreement, a partner may...

Section 34-22 and 34-23. - Priority among limited partners. Payment of compensation to limited partners. - Sections 34-22 and 34-23 are repealed. (1961, P.A. 79, S....

Section 34-24. - Limitation on amount of distribution. - A partner may not receive a distribution from a limited...

Section 34-25. - Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when. - (a) No promise by a limited partner to contribute to...

Section 34-25a. - Liability of partner upon return of any part of his contribution. - (a) If a partner has received the return of any...

Section 34-26. - Nature of partnership interest. - A partnership interest is personal property. (1961, P.A. 79, S....

Section 34-27. - Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest. - (a) Except as provided in the partnership agreement, a partnership...

Section 34-27a. - Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. - (a) An assignee of a partnership interest, including an assignee...

Section 34-27b. - Withdrawal of general partner; damages. - A general partner may withdraw from a limited partnership at...

Section 34-27c. - Withdrawal of limited partner; notice. - A limited partner may withdraw from a limited partnership in...

Section 34-27d. - Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership. - Except as provided in this chapter, upon withdrawal any withdrawing...

Section 34-28. - Person ceases to be general partner, when. - Except as approved by a specific written consent of all...

Section 34-28a. - Nonjudicial dissolution of limited partnership. - A limited partnership is dissolved and its affairs shall be...

Section 34-28b. - Judicial dissolution of limited partnerships. - On application by or for a partner the superior court...

Section 34-28c. - Winding up of limited partnership. - (a) Except as provided in the partnership agreement, the general...

Section 34-29. - Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner. - If a partner who is an individual dies or a...

Section 34-30. - Rights of judgment creditor to charge partnership interest of partner. - On application to a court of competent jurisdiction by any...

Section 34-31. - Order of distribution of assets upon winding up of limited partnership. - Upon the winding up of a limited partnership, the assets...

Section 34-32. - Amendment of certificate. - (a) A certificate of limited partnership shall be amended by...

Section 34-32a. - Cancellation of certificate. - A certificate of limited partnership shall be cancelled upon the...

Section 34-32b. - Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service. - (a) The Secretary of the State may effect the cancellation...

Section 34-32c. - Reinstatement after cancellation. - (a) At any time after cancellation of a certificate of...

Section 34-33. - Amendment or cancellation of certificate by court order. - If a person required by section 34-10a to execute a...

Section 34-33a. - Merger of limited partnerships. - (a) Pursuant to a plan of merger, approved in the...

Section 34-33b. - Consolidation of limited partnerships. - (a) Pursuant to a plan of consolidation, approved in the...

Section 34-33c. - Approval of plan of merger or consolidation by general and limited partners. - Except as otherwise provided in the partnership agreement, a plan...

Section 34-33d. - Certificate of merger or consolidation. - (a) After a plan of merger or consolidation is approved...

Section 34-33e. - Effective date of merger or consolidation. Abandonment. - (a) Upon a filing of the certificate of merger or...

Section 34-33f. - Effect of merger or consolidation. - (a) The survivor shall be a single limited partnership, which,...

Section 34-34. - Contributor as party to proceedings affecting partnership. - Section 34-34 is repealed. (1961, P.A. 79, S. 26; P.A....

Section 34-34a. - Derivative actions, right of action by limited partner. - A limited partner may bring an action in the right...

Section 34-34b. - Derivative actions, proper plaintiff. - In a derivative action, the plaintiff shall be a partner...

Section 34-34c. - Derivative actions, pleading. - In a derivative action, the complaint shall set forth with...

Section 34-34d. - Derivative actions, expenses. - If a derivative action is successful, in whole or in...

Section 34-35. - Citation of chapter. - This chapter may be cited as The Uniform Limited Partnership...

Section 34-36. - Construction of chapter. - This chapter shall be so interpreted and construed as to...

Section 34-37. - Applicability of the rules of law and equity. - In any case not provided for in this chapter or...

Section 34-38. - Partnerships formed prior to October 1, 1979. - (a) A limited partnership formed under any statute of this...

Section 34-38a. - Validation of certain certificates, amendments and cancellations thereof filed prior to October 1, 1979. - All certificates, and all amendments and cancellations thereof, duly filed...

Section 34-38b. - Partnerships existing on October 1, 1986. - The amendment of sections 34-9, 34-10, 34-10a, 34-10c, 34-13, 34-13b,...

Section 34-38f. - Foreign limited partnerships, governing law. - Subject to the Constitution of this state, (1) the laws...

Section 34-38g. - Foreign limited partnerships, registration with Secretary of the State. - Before transacting business in this state, a foreign limited partnership...

Section 34-38h. - Foreign limited partnerships, issuance of registration by Secretary of the State. - If the Secretary of the State finds that an application...

Section 34-38i. - Foreign limited partnerships, name under which registered. - A foreign limited partnership may register with the Secretary of...

Section 34-38j. - Foreign limited partnerships, changes and amendments to registration. - If any statement in the application for registration of a...

Section 34-38k. - Foreign limited partnerships, cancellation of registration. - A foreign limited partnership may cancel its registration by filing...

Section 34-38l. - Foreign limited partnerships, transaction of business without registration. - (a) A foreign limited partnership transacting business in this state...

Section 34-38m. - Foreign limited partnerships, Attorney General authorized to bring action to restrain transaction of business. - The Attorney General may bring an action to restrain a...

Section 34-38n. - Fees payable to the Secretary of the State for limited partnership documents. - (a) The Secretary of the State shall receive, for filing...

Section 34-38o. - Foreign limited partnerships. Activities not constituting transacting business in this state. - (a) Any foreign limited partnership may purchase, hold, mortgage, lease,...

Section 34-38p. - Foreign limited partnerships. Appointment of agent for service of process. - (a) Each foreign limited partnership shall, before transacting business in...

Section 34-38q. - Foreign limited partnerships, service of process upon statutory agent. - (a) Any process, notice or demand in connection with any...

Section 34-38r. - Limited amnesty for foreign limited partnerships transacting business without registration. - Notwithstanding any provision of sections 34-9 to 34-38q, inclusive, as...

Section 34-38s. - Foreign limited partnerships. Annual report. - (a) Each foreign limited partnership registered to transact business in...

Section 34-38t. - Foreign limited partnerships. Failure to file report. Incorrect report. - (a) Any foreign limited partnership required to file an annual...

Section 34-38u. - Foreign limited partnerships. Revocation of certificate of registration. - (a) The certificate of registration of a foreign limited partnership...

Chapter 611 - Uniform Partnership Act (Repealed)

Section 34-39 to 34-81. - Uniform Partnership Act. - Sections 34-39 to 34-81, inclusive, are repealed, effective July 1,...

Chapter 612 - Professional Associations

Section 34-82. - Association to practice profession. - (a) Notwithstanding the provisions of sections 34-300 to 34-434, inclusive,...

Chapter 613 - Limited Liability Companies

Section 34-100 to 34-105. - Short title: Connecticut Limited Liability Company Act. Definitions. Name. Reservation of name. Statutory agent for service. Service of process on statutory agent, member or manager. - Sections 34-100 to 34-105, inclusive, are repealed, effective July 1,...

Section 34-106 to 34-113. - Annual report; interim notice of change of manager or member. Failure to file report; incorrect report. Interrogatories by Secretary of the State. Execution of documents. Filing of documents. Forms for documents to be file... - Sections 34-106 to 34-113, inclusive, are repealed, effective July 1,...

Section 34-119 to 34-124. - Restrictions on purposes and powers of limited liability companies. Formation. Articles of organization. Amendment and restatement of articles of organization. Effect of delivery of articles of organization for filing and... - Sections 34-119 to 34-124, inclusive, are repealed, effective July 1,...

Section 34-130 to 34-134. - Agency power of members and managers. Admissions and representations by members and managers. Limited liability company charged with notice to or knowledge of any member or manager. Liability of members and managers to thi... - Sections 34-130 to 30-134, inclusive, are repealed, effective July 1,...

Section 34-140 to 34-144. - Management. Discharge of duties by members and managers. Voting. Liability and indemnification of members and managers. Records and information. - Sections 34-140 to 34-144, inclusive, are repealed, effective July 1,...

Section 34-150 to 34-152. - Contributions to capital. Liability for contribution. Sharing of profits and losses. - Sections 34-150 to 34-152, inclusive, are repealed, effective July 1,...

Section 34-158 to 34-161. - Sharing of interim distributions. Distributions upon an event of dissociation. Distribution in kind. Right to distribution. - Sections 34-158 to 34-161, inclusive, are repealed, effective, July 1,...

Section 34-167 to 34-173. - Ownership of limited liability company property. Transfer of property. Nature of membership interest. Assignment of membership interest. Rights of judgment creditor. Right of assignee to become a member. Powers of legal re... - Sections 34-167 to 34-173, inclusive, are repealed, effective July 1,...

Section 34-179 and 34-180. - Admission of members. Events of dissociation. - Sections 34-179 and 34-180 are repealed, effective July 1, 2017....

Section 34-186 and 34-187. - Suits by and against limited liability company. Authority to sue on behalf of limited liability company. - Sections 34-186 and 34-187 are repealed, effective July 1, 2017....

Section 34-193 to 34-198. - Merger or consolidation. Approval of merger or consolidation. Plan of merger or consolidation. Articles of merger or consolidation. Effect of merger or consolidation. Survivor to be governed by laws of jurisdiction other t... - Sections 34-193 to 34-198, inclusive, are repealed, effective July 1,...

Section 34-199 and 34-200. - Conversion of domestic general or limited partnership to limited liability company. Effect of conversion. - Sections 34-199 and 34-200 are repealed, effective January 1, 2014....

Section 34-206 to 34-211. - Dissolution. Judicial dissolution. Winding up. Agency powers of managers or members after dissolution. Distribution of assets. Articles of dissolution. - Sections 34-206 to 34-211, inclusive, are repealed, effective July 1,...

Section 34-212 to 34-216. - Known claims against dissolved limited liability company. Unknown claims against dissolved limited liability company. Recovery for claims not barred. Dissolution by forfeiture. Reinstatement after dissolution. - Sections 34-212 to 34-216, inclusive, are repealed, effective July 1,...

Section 34-222 to 34-229. - Governing law. Registration with Secretary of the State. Appointment of agent for service of process. Service of process on statutory agent. Issuance of registration. Name. Amendment of application for registration. Annual... - Sections 34-222 to 34-229, inclusive, are repealed, effective July 1,...

Section 34-230 to 34-236. - Failure to file report; incorrect report. Cancellation of registration. Revocation of certificate of registration. Transaction of business without registration. Limited amnesty for foreign limited liability companies trans... - Sections 34-230 to 34-236, inclusive, are repealed, effective July 1,...

Section 34-241 and 34-242. - Knowledge and notice. Rules of construction. - Sections 34-241 and 34-242 are repealed, effective July 1, 2017....

Chapter 613a - Uniform Limited Liability Company Act

Section 34-243. - Short title: Connecticut Uniform Limited Liability Company Act. - Sections 34-243 to 34-283d, inclusive, may be cited as the...

Section 34-243a. - Definitions. - As used in sections 34-243 to 34-283d, inclusive: (1) “Certificate...

Section 34-243b. - Knowledge. Notice. - (a) A person knows a fact if the person: (1)...

Section 34-243c. - Governing law. - The law of this state governs: (1) The internal affairs...

Section 34-243d. - Operating agreement: Scope, function and limitations. - (a) Except as provided in subsections (c) and (d) of...

Section 34-243e. - Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement. - (a) A limited liability company is bound by and may...

Section 34-243f. - Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company. - (a) An operating agreement may specify that its amendment requires...

Section 34-243g. - Nature, purpose and duration of limited liability company. - (a) A limited liability company is an entity distinct from...

Section 34-243h. - Powers and purposes. Restrictions. - (a) A limited liability company has the capacity to sue...

Section 34-243i. - Effective date. Application to existing relationships. - (a) Except as provided in subsection (b) of this section,...

Section 34-243j. - Supplemental principles of law. - Unless displaced by particular provisions of sections 34-243 to 34-283d,...

Section 34-243k. - Permitted name. - (a) The name of a limited liability company shall contain...

Section 34-243l. - Reservation of name. - (a) A person may reserve the exclusive use of a...

Section 34-243m. - Registration of name. - (a) A foreign limited liability company that is not registered...

Section 34-243n. - Registered agent. - (a) Each limited liability company and each registered foreign limited...

Section 34-243o. - Change of registered agent or address for registered agent by limited liability company. - (a) A limited liability company or registered foreign limited liability...

Section 34-243p. - Resignation of registered agent. - (a) A registered agent may resign as an agent for...

Section 34-243q. - Change of name or address by registered agent. - (a) If a registered agent changes its name or address,...

Section 34-243r. - Service of process, notice or demand. - (a) A limited liability company or registered foreign limited liability...

Section 34-243s. - Delivery of record. - (a) Except as provided in sections 34-243 to 34-283d, inclusive,...

Section 34-243t. - Reservation of power to amend or repeal. - The Connecticut General Assembly has power to amend or repeal...

Section 34-243u. - Fees payable to Secretary of the State. Sales tax not imposed. - The Secretary of the State shall charge and collect the...

Section 34-243v. - Taxation. - A limited liability company formed under sections 34-243 to 34-283d,...

Section 34-243w. - Savings clause. - The repeal of sections 34-100 to 34-113, inclusive, 34-119 to...

Section 34-247. - Formation of limited liability company. Certificate of organization. - (a) One or more persons may act as organizers to...

Section 34-247a. - Amendment or restatement of certificate of organization. - (a) A certificate of organization may be amended or restated...

Section 34-247b. - Signing of records delivered to Secretary of the State for filing. - (a) A record delivered to the Secretary of the State...

Section 34-247c. - Signing and filing of record pursuant to judicial order. - (a) If a person required by sections 34-243 to 34-283d,...

Section 34-247d. - Liability for inaccurate information in filed record. - (a) If a record delivered to the Secretary of the...

Section 34-247e. - Filing requirements. - (a) To be filed by the Secretary of the State...

Section 34-247f. - Effective date and time. - Except as provided in section 34-247g and subject to the...

Section 34-247g. - Withdrawal of filed record prior to taking effect. - (a) A record delivered to the Secretary of the State...

Section 34-247h. - Correcting filed record. - (a) A person on whose behalf a record was delivered...

Section 34-247i. - Duties of Secretary of the State re filing and delivery of record. - (a) The Secretary of the State shall file a record...

Section 34-247j. - Certificate of legal existence. - On request of any person, the Secretary of the State...

Section 34-247k. - Annual report. - (a) A limited liability company or a registered foreign limited...

Section 34-251. - Effect of person's status as member. - (a) A member is not an agent of a limited...

Section 34-251a. - Liability of members and managers. - (a) A debt, obligation or other liability of a limited...

Section 34-255. - Becoming a member. - (a) If a limited liability company is to have only...

Section 34-255a. - Form of contribution. - A contribution may consist of property transferred to, services performed...

Section 34-255b. - Liability for contribution. - (a) A person's obligation to make a contribution to a...

Section 34-255c. - Sharing of and right to distributions before dissolution. - (a) Any distributions made by a limited liability company before...

Section 34-255d. - Limitations on distributions. - (a) A limited liability company may not make a distribution,...

Section 34-255e. - Liability for improper distributions. - (a) Except as provided in subsection (b) of this section,...

Section 34-255f. - Management of limited liability company. - (a) A limited liability company is a member-managed limited liability...

Section 34-255g. - Reimbursement, indemnification, advancement and insurance. - (a) A limited liability company shall reimburse a member of...

Section 34-255h. - Standards of conduct for members and managers. - (a) A member of a member-managed limited liability company owes...

Section 34-255i. - Rights of member, manager and person disassociated as member to information. - (a) In a member-managed limited liability company, the following rules...

Section 34-259. - Nature of transferable interest. - A transferable interest is personal property. (P.A. 16-97, S. 49.)...

Section 34-259a. - Transfer of transferable interest. - (a) Subject to subsection (f) of section 34-259b, a transfer,...

Section 34-259b. - Charging order. - (a) On application by a judgment creditor of a member...

Section 34-259c. - Power of legal representative of deceased member. - If a member dies, the deceased member's legal representative may...

Section 34-263. - Power to dissociate as member. Wrongful dissociation. - (a) A person has the power to dissociate as a...

Section 34-263a. - Events causing dissociation. - A person is dissociated as a member when: (1) The...

Section 34-263b. - Effect of dissociation. - (a) If a person is dissociated as a member: (1)...

Section 34-267. - Events causing dissolution. - (a) A limited liability company is dissolved, and its activities...

Section 34-267a. - Winding up. - (a) A dissolved limited liability company shall wind up its...

Section 34-267b. - Reinstatement after dissolution. - (a) A limited liability company may be reinstated as provided...

Section 34-267c. - Known claims against dissolved limited liability company. - (a) Except as provided in subsection (d) of this section,...

Section 34-267d. - Other claims against dissolved limited liability company. - (a) A dissolved limited liability company may publish notice of...

Section 34-267e. - Court proceedings. - (a) A dissolved limited liability company that has published a...

Section 34-267f. - Disposition of assets in winding up. - (a) In winding up its activities and affairs, a limited...

Section 34-267g. - Dissolution by forfeiture. - (a) The Secretary of the State may effect the dissolution...

Section 34-271. - Direct action by member. - (a) Subject to subsection (b) of this section, a member...

Section 34-271a. - Derivative action. - A member may maintain a derivative action to enforce a...

Section 34-271b. - Derivative action. Proper plaintiff. - A derivative action to enforce a right of a limited...

Section 34-271c. - Derivative action. Pleading. - In a derivative action, the complaint must state with particularity:...

Section 34-271d. - Derivative action. Special litigation committee. - (a) If a limited liability company is named as or...

Section 34-271e. - Derivative action. Proceeds and expenses. - (a) Except as provided in subsection (b) of this section:...

Section 34-275. - Governing law. - (a) The law of the governing jurisdiction of a foreign...

Section 34-275a. - Registration to transact business in this state. - (a) A foreign limited liability company may not transact business...

Section 34-275b. - Foreign registration statement. - To register to do business in this state, a foreign...

Section 34-275c. - Amendment of foreign registration certificate. - A registered foreign limited liability company shall deliver to the...

Section 34-275d. - Activities not constituting transacting business in this state. - (a) Activities of a foreign limited liability company which do...

Section 34-275e. - Noncomplying name of foreign limited liability company. - (a) A foreign limited liability company whose name does not...

Section 34-275f. - Transfer of registration. - (a) When a registered foreign limited liability company has merged...

Section 34-275g. - Revocation of foreign registration certificate. - (a) The foreign registration certificate of a foreign limited liability...

Section 34-275h. - Withdrawal of registration of registered foreign limited liability company. - (a) A registered foreign limited liability company may withdraw its...

Section 34-275i. - Action by Attorney General. - The Attorney General may maintain an action to enjoin a...

Section 34-279. - Definitions. - As used in this section and sections 34-279a to 34-279q,...

Section 34-279a. - Applicability of other statutes. - (a) Unless displaced by the particular provisions of sections 34-279...

Section 34-279b. - Required notice or approval. - (a) A limited liability company or foreign limited liability company...

Section 34-279c. - Status of filings. - A filing under sections 34-279 to 34-279q, inclusive, signed by...

Section 34-279d. - Nonexclusivity. - (a) The fact that a transaction under sections 34-279 to...

Section 34-279e. - Plan reference to external facts. - A plan may refer to facts ascertainable outside the plan,...

Section 34-279f. - Applicability of appraisal rights. - (a) Subject to subsection (b) of this section, nothing in...

Section 34-279g. - Excluded entities and transactions. - Sections 34-279 to 34-279q, inclusive, shall not be used to...

Section 34-279h. - Merger authorized. - (a) A limited liability company may merge with one or...

Section 34-279i. - Action on plan of merging limited liability company. - (a) Unless otherwise provided in the certificate of organization or...

Section 34-279j. - Filings required for merger. Effective date. - (a) After each merging limited liability company has approved a...

Section 34-279k. - Effect of merger. - (a) When a merger becomes effective: (1) The surviving limited...

Section 34-279l. - Interest exchange authorized. - (a) By complying with the provisions of this section and...

Section 34-279m. - Plan of interest exchange. - (a) A limited liability company may be the acquired limited...

Section 34-279n. - Approval of interest exchange. - (a) Unless otherwise provided in the certificate of organization or...

Section 34-279o. - Amendment or abandonment of plan of interest exchange. - (a) A plan of interest exchange may be amended only...

Section 34-279p. - Certificate of interest exchange. Effective date of interest exchange. - (a) A certificate of interest exchange must be signed by...

Section 34-279q. - Effect of interest exchange. - (a) When an interest exchange in which the acquired entity...

Section 34-283. - Uniformity of application and construction. - In applying and construing the provisions of the Connecticut Uniform...

Section 34-283a. - Relation to Electronic Signatures in Global and National Commerce Act. - Sections 34-243 to 34-283d, inclusive, modify, limit and supersede the...

Section 34-283b. - Savings clause. - Sections 34-243 to 34-283d, inclusive, do not affect an action...

Section 34-283c. - Severability clause. - If any provision of sections 34-243 to 34-283d, inclusive, or...

Section 34-283d. - Rules of construction. - (a) It is the policy of this section and sections...

Section 34-290. - Commercial records database. - If any reprogramming of or upgrade to the office of...

Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships

Section 34-300. - Short title: Uniform Partnership Act. - Sections 34-300 to 34-399, inclusive, may be cited as the...

Section 34-301. - Definitions. - As used in sections 34-300 to 34-434, inclusive: (1) “Business”...

Section 34-302. - Knowledge and notice. - (a) A person knows a fact if the person has...

Section 34-303. - Effect of partnership agreement. Nonwaivable provisions. - (a) Except as otherwise provided in subsection (b) of this...

Section 34-304. - Supplemental principles of law. - (a) Unless displaced by particular provisions of sections 34-300 to...

Section 34-305. - Execution, filing and recording of statements. - (a) A statement may be filed in the office of...

Section 34-306. - Law governing internal relations. - The law of the jurisdiction in which a partnership has...

Section 34-307. - Partnership subject to statutory amendment or repeal. - A partnership governed by sections 34-300 to 34-399, inclusive, is...

Section 34-313. - Partnership as entity. - A partnership is an entity distinct from its partners. (P.A....

Section 34-314. - Formation of partnership. - (a) Except as otherwise provided in subsection (b) of this...

Section 34-315. - Partnership property. - Property acquired by a partnership is property of the partnership...

Section 34-316. - When property is partnership property. - (a) Property is partnership property if acquired in the name...

Section 34-322. - Partner as agent of partnership. - Subject to the effect of a statement of partnership authority...

Section 34-323. - Transfer of partnership property. - (a) Partnership property may be transferred as follows: (1) Subject...

Section 34-324. - Statement of partnership authority. - (a) A partnership may file a statement of partnership authority,...

Section 34-325. - Statement of denial. - A partner or other person named as a partner in...

Section 34-326. - Partnership liable for partner's actionable conduct. - (a) A partnership is liable for loss or injury caused...

Section 34-327. - Liability of partner. Insurance. - (a) Except as otherwise provided in subsections (b), (c) and...

Section 34-328. - Actions by and against partnership and partners. - (a) A partnership may sue and be sued in the...

Section 34-329. - Liability of purported partner. - (a) If a person, by words or conduct, purports to...

Section 34-335. - Rights and duties of a partner. - (a) Each partner is deemed to have an account that...

Section 34-336. - Distributions in kind. - A partner has no right to receive, and may not...

Section 34-337. - Rights and duties of a partner with respect to information. - (a) A partnership shall keep its books and records, if...

Section 34-338. - General standards of conduct of a partner. - (a) The only fiduciary duties a partner owes to the...

Section 34-339. - Actions by partnership and partners. - (a) A partnership may maintain an action against a partner...

Section 34-340. - Continuation of partnership beyond definite term or particular undertaking. - (a) If a partnership for a definite term or particular...

Section 34-346. - Partner not co-owner of partnership property. - A partner is not a co-owner of partnership property and...

Section 34-347. - Partner's transferable interest in partnership. - The only transferable interest of a partner in the partnership...

Section 34-348. - Transfer of partner's transferable interest. - (a) A transfer, in whole or in part, of a...

Section 34-349. - Partner's transferable interest subject to charging order. - (a) On application by a judgment creditor of a partner...

Section 34-355. - Events causing partner's dissociation. - A partner is dissociated from a partnership upon the occurrence...

Section 34-356. - Partner's power to dissociate. Wrongful dissociation. - (a) A partner has the power to dissociate at any...

Section 34-357. - Effect of partner's dissociation. - (a) If a partner's dissociation results in a dissolution and...

Section 34-362. - Purchase of dissociated partner's interest. - (a) If a partner is dissociated from a partnership without...

Section 34-363. - Dissociated partner's power to bind and liability to partnership. - (a) For two years after a partner dissociates without resulting...

Section 34-364. - Dissociated partner's liability to other persons. - (a) A partner's dissociation does not of itself discharge the...

Section 34-365. - Statement of dissociation. - (a) A dissociated partner or the partnership may file a...

Section 34-366. - Continued use of partnership name. - Continued use of a partnership name, or a dissociated partner's...

Section 34-372. - Events causing dissolution and winding up of partnership business. - A partnership is dissolved, and its business must be wound...

Section 34-373. - Partnership continues after dissolution. - (a) Subject to subsection (b) of this section, a partnership...

Section 34-374. - Right to wind up partnership business. - (a) After dissolution, a partner who has not wrongfully dissociated...

Section 34-375. - Partner's power to bind partnership after dissolution. - Subject to section 34-376, a partnership is bound by a...

Section 34-376. - Statement of dissolution. - (a) After dissolution, a partner who has not wrongfully dissociated...

Section 34-377. - Partner's liability to other partners after dissolution. - (a) Except as otherwise provided in subsection (b) of this...

Section 34-378. - Settlement of accounts and contributions among partners. - (a) In winding up a partnership's business, the assets of...

Section 34-384. - Definitions. - In this section and sections 34-388 to 34-390, inclusive: (1)...

Section 34-385 to 34-387. - Conversion of partnership to limited partnership. Conversion of limited partnership to partnership. Effect of conversion. - Sections 34-385 to 34-387, inclusive, are repealed, effective January 1,...

Section 34-388. - Merger of partnerships. - (a) Pursuant to a plan of merger approved as provided...

Section 34-389. - Effect of merger. - (a) When a merger takes effect: (1) The separate existence...

Section 34-390. - Statement of merger. - (a) After a merger, the partnership may file a statement...

Section 34-391. - Nonexclusive. - Section 34-391 is repealed, effective January 1, 2014. (P.A. 95-341,...

Section 34-397. - Uniformity of application and construction. - Sections 34-300 to 34-399, inclusive, shall be applied and construed...

Section 34-398. - Applicability. - (a) Before January 1, 2002, sections 34-300 to 34-399, inclusive,...

Section 34-399. - Savings clause. - Sections 34-300 to 34-399, inclusive, do not affect an action...

Section 34-400. (Formerly Sec. 34-81a). - Recognition and regulation of partnerships. - (1) A partnership, including a registered limited liability partnership, formed...

Section 34-406. (Formerly Sec. 34-81s). - Domestic and foreign limited liability partnerships: Name. - (a) The name of a registered limited liability partnership or...

Section 34-407. (Formerly Sec. 34-81t). - Domestic and foreign limited liability partnerships: Reservation of name. - (a) The exclusive right to use a limited liability partnership...

Section 34-408. (Formerly Sec. 34-81u). - Domestic and foreign limited liability partnerships: Statutory agent for service. - (a) Each registered limited liability partnership which does not have...

Section 34-409. (Formerly Sec. 34-81v). - Domestic and foreign limited liability partnerships: Amendment of certificate. - The certificate of limited liability partnership of a registered limited...

Section 34-410. (Formerly Sec. 34-81w). - Domestic and foreign limited liability partnerships: Execution of documents. - (a) Unless otherwise specified in sections 34-300 to 34-434, inclusive,...

Section 34-411. (Formerly Sec. 34-81x). - Domestic and foreign limited liability partnerships: Filing of documents. - (a) The original signed copy of a certificate of limited...

Section 34-412. (Formerly Sec. 34-81y). - Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State. - (a) The Secretary of the State may propound to any...

Section 34-413. (Formerly Sec. 34-81z). - Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State. - The Secretary of the State shall charge and collect the...

Section 34-419. (Formerly Sec. 34-81b). - Domestic limited liability partnership: Filing of certificate. - (a) To become a registered limited liability partnership, a partnership...

Section 34-420. (Formerly Sec. 34-81c). - Domestic limited liability partnership: Annual report. - (a) Each registered limited liability partnership shall file an annual...

Section 34-421. (Formerly Sec. 34-81d). - Domestic limited liability partnership: Failure to file report. Incorrect report. - (a) Any registered limited liability partnership required to file an...

Section 34-422. (Formerly Sec. 34-81e). - Domestic limited liability partnership: Revocation of certificate. - (a) The Secretary of the State may effect the revocation...

Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation. - (a) At any time after revocation of registered limited liability...

Section 34-423. (Formerly Sec. 34-81f). - Domestic limited liability partnership: Renunciation of status. - A registered limited liability partnership may renounce its status as...

Section 34-429. (Formerly Sec. 34-81j). - Foreign limited liability partnership: Filing certificate of authority to transact business. - Before transacting business in this state, a foreign registered limited...

Section 34-430. (Formerly Sec. 34-81k). - Foreign limited liability partnership: Transacting business without filing certificate of authority. - (a) A foreign registered limited liability partnership transacting business in...

Section 34-431. (Formerly Sec. 34-81l). - Foreign limited liability partnership: Annual report. - (a) A foreign registered limited liability partnership authorized to transact...

Section 34-432. (Formerly Sec. 34-81m). - Foreign limited liability partnership: Failure to file report. Incorrect report. - (a) Any foreign registered limited liability partnership required to file...

Section 34-433. (Formerly Sec. 34-81n). - Foreign limited liability partnership: Revocation of certificate of authority. - (a) The certificate of authority of a foreign registered limited...

Section 34-434. (Formerly Sec. 34-81o). - Foreign limited liability partnership: Withdrawal of certificate of authority. - A foreign registered limited liability partnership may withdraw its certificate...

Chapter 615 - Statutory Trusts

Section 34-500. - Short title: Connecticut Statutory Trust Act. - Sections 34-500 to 34-547, inclusive, shall be known and may...

Section 34-501. - Definitions. - For purposes of sections 34-500 to 34-547, inclusive: (1) “Beneficial...

Section 34-502. - Authorization of statutory trust. Applicability to common law business trusts. Governing law. - (a) A statutory trust is hereby declared to be a...

Section 34-502a. - Purposes of statutory trust. - A statutory trust may be organized to carry on any...

Section 34-502b. - Powers and liabilities of statutory trust. - A statutory trust shall have the power to sue and...

Section 34-503. - Certificate of trust. Filing of documents. - (a) Every statutory trust shall file a signed copy of...

Section 34-504. - Execution of certificates. - (a) Each certificate required by sections 34-500 to 34-547, inclusive,...

Section 34-505. - Effective time and date of certificate. - Upon the filing of a certificate of trust with the...

Section 34-506. - Name of statutory trust. Reservation of name. - (a) The name of each statutory trust as set forth...

Section 34-507. - Appointment of statutory agent for service of process. - (a) Each statutory trust shall have and maintain a statutory...

Section 34-508. - Service of process. - (a) A trustee of a statutory trust may be served...

Section 34-509. - Fees payable to the Secretary of the State. - (a) The Secretary of the State shall charge and collect...

Section 34-515. - Contributions by beneficial owners. - (a) A contribution of a beneficial owner to the statutory...

Section 34-516. - Rights of beneficial owners in property of statutory trust. - (a) Except to the extent otherwise provided in the governing...

Section 34-517. - Management of statutory trust. - (a) Except to the extent otherwise provided in the governing...

Section 34-518. - Existence of statutory trust. - (a) Except to the extent otherwise provided in the governing...

Section 34-519. - Applicability of laws pertaining to trusts. Classification for taxation purposes. - Except to the extent otherwise provided or authorized in sections...

Section 34-520. - Applicability of law re foreign corporation acting as trustee. - Sections 34-500 to 34-547, inclusive, do not apply in determining...

Section 34-521. - Merger or consolidation. - (a) Pursuant to an agreement of merger or consolidation, a...

Section 34-522. - Derivative actions. - (a) A beneficial owner may bring an action in the...

Section 34-523. - Liability of beneficial owners, trustees, officers, employees and managers. - (a) Except to the extent otherwise provided in the governing...

Section 34-524. - Indemnification. - (a) Subject to such standards and restrictions, if any, as...

Section 34-530. - Governing law. - Subject to the Constitution of this state, the laws of...

Section 34-531. - Registration with Secretary of the State. - Before transacting business in this state, a foreign statutory trust...

Section 34-532. - Appointment of agent for service of process. - (a) Each foreign statutory trust shall, before transacting business in...

Section 34-533. - Service of process on statutory agent. - (a) Any process, notice or demand in connection with any...

Section 34-534. - Issuance of registration. - (a) If the Secretary of the State finds that an...

Section 34-535. - Name. - The Secretary of the State shall not issue a registration...

Section 34-536. - Amendment of application for registration. - (a) The application for registration of a foreign statutory trust...

Section 34-537. - Cancellation of registration. - (a) A foreign statutory trust authorized to transact business in...

Section 34-538. - Revocation of certificate of registration. - (a) The certificate of registration of a foreign statutory trust...

Section 34-539. - Transaction of business without registration. - (a) A foreign statutory trust transacting business in this state...

Section 34-540. - Activities not constituting transacting business in this state. - (a) Any foreign statutory trust may purchase, hold, mortgage, lease,...

Section 34-541. - Action by Attorney General. - The Attorney General may maintain an action to restrain a...

Section 34-545. - Reservation of power to amend or repeal. - All provisions of sections 34-500 to 34-547, inclusive, may be...

Section 34-546. - Rules of construction. - (a) The rule that statutes in derogation of the common...

Section 34-547. - Severability. - If any provision of sections 34-500 to 34-547, inclusive, or...

Chapter 616 - Entity Transactions

Section 34-600. - Definitions. - As used in this chapter: (1) “Acquired entity” means the...

Section 34-601. - Relationship of chapter to other laws. - (a) Unless displaced by the particular provisions of this chapter,...

Section 34-602. - Required notice or approval. - (a) A domestic or foreign entity that is required to...

Section 34-603. - Status of filings. - A filing under this chapter signed by a domestic entity...

Section 34-604. - Nonexclusivity. - The fact that a transaction under this chapter produces a...

Section 34-605. - Reference to external facts. - A plan may refer to facts ascertainable outside of the...

Section 34-606. - Alternative means of approval of transactions. - Except as otherwise provided in the organic law or organic...

Section 34-607. - Appraisal rights. - (a) An interest holder of a domestic merging, acquired, converting...

Section 34-608. - Excluded entities and transactions. - (a) The following entities shall not participate in a transaction...

Section 34-611. - Merger authorized. - (a) Except as provided in subsection (c) of this section,...

Section 34-612. - Plan of merger. - (a) A domestic entity may become a party to a...

Section 34-613. - Approval of plan of merger. - (a) A plan of merger is not effective unless it...

Section 34-614. - Amendment or abandonment of plan of merger. - (a) A plan of merger of a domestic merging entity...

Section 34-615. - Certificate of merger; effective date. - (a) A certificate of merger shall be signed on behalf...

Section 34-616. - Effect of merger. - (a) When a merger becomes effective: (1) The surviving entity...

Section 34-621. - Interest exchange authorized. - (a) Except as otherwise provided in this section, by complying...

Section 34-622. - Plan of interest exchange. - (a) A domestic entity may be the acquired entity in...

Section 34-623. - Approval of interest exchange. - (a) A plan of interest exchange shall not be effective...

Section 34-624. - Amendment or abandonment of plan of interest exchange. - (a) A plan of interest exchange of a domestic acquired...

Section 34-625. - Certificate of interest exchange; effective date. - (a) A certificate of interest exchange shall be signed on...

Section 34-626. - Effect of interest exchange. - (a) When an interest exchange becomes effective: (1) The interests...

Section 34-631. - Conversion authorized. - (a) Except as otherwise provided in this section, by complying...

Section 34-632. - Plan of conversion. - (a) A domestic entity may convert to a different type...

Section 34-633. - Approval of plan of conversion. - (a) A plan of conversion shall not be effective unless...

Section 34-634. - Amendment or abandonment of plan of conversion. - (a) A plan of conversion of a domestic converting entity...

Section 34-635. - Certificate of conversion; effective date. - (a) A certificate of conversion shall be signed on behalf...

Section 34-636. - Effect of conversion. - (a) When a conversion becomes effective: (1) The converted entity...

Section 34-641. - Domestication authorized. - (a) As used in this part, “domestic entity” means, with...

Section 34-642. - Plan of domestication. - (a) A domestic entity may become a foreign entity in...

Section 34-643. - Approval of plan of domestication. - (a) A plan of domestication shall not be effective unless...

Section 34-644. - Amendment or abandonment of plan of domestication. - (a) A plan of domestication of a domestic domesticating entity...

Section 34-645. - Statement of domestication; effective date. - (a) A statement of domestication shall be signed on behalf...

Section 34-646. - Effect of domestication. - (a) When a domestication becomes effective: (1) The domesticated entity...

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Connecticut General Statutes Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts