Title 34, Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Sec. 34-33c. Approval of plan of merger or consolidation by general and limited partners. Except as otherwise provided in the partnership agreement, a plan of merger or consolidation shall be approved by each domestic limited partnership named in the merger or consolidation (1) b…

Sec. 34-33d. Certificate of merger or consolidation. (a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by a…

Sec. 34-33e. Effective date of merger or consolidation. Abandonment. (a) Upon a filing of the certificate of merger or consolidation with the Secretary of the State as provided in section 34-33d, or at such later date as the certificate of merger or consolidation shall specify, t…

Sec. 34-33f. Effect of merger or consolidation. (a) The survivor shall be a single limited partnership, which, in the case of a merger shall be that limited partnership designated in the plan of merger as the survivor and, in the case of a consolidation shall be the new limited p…

Sec. 34-34. Contributor as party to proceedings affecting partnership. Section 34-34 is repealed. (1961, P.A. 79, S. 26; P.A. 79-440, S. 62.)

Sec. 34-34a. Derivative actions, right of action by limited partner. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to caus…

Sec. 34-34b. Derivative actions, proper plaintiff. In a derivative action, the plaintiff shall be a partner at the time of bringing the action and (1) at the time of the transaction of which he complains or (2) his status as a partner had devolved upon him by operation of law or …

Sec. 34-34c. Derivative actions, pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. (P.A. 79-440, S. 57.)

Sec. 34-34d. Derivative actions, expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any action or claim, the compromise or settlement of an action or claim, the co…

Sec. 34-35. Citation of chapter. This chapter may be cited as The Uniform Limited Partnership Act. (1961, P.A. 79, S. 27.)

Sec. 34-36. Construction of chapter. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. This chapter shall not be so construed as to impair the obligations of any contract existing on October…

Sec. 34-37. Applicability of the rules of law and equity. In any case not provided for in this chapter or sections 34-300 to 34-434, inclusive, the rules of law and equity, including the law merchant, shall govern. (1961, P.A. 79, S. 29; P.A. 79-440, S. 61; P.A. 96-77, S. 2, 17.)…

Sec. 34-38. Partnerships formed prior to October 1, 1979. (a) A limited partnership formed under any statute of this state prior to October 1, 1979, may become a limited partnership formed under this chapter by complying with the provisions of section 34-10. (b) A limited partner…

Sec. 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 for record in accordance with the provisions of sections 34-10 and 34-33 prior to Octob…

Sec. 34-38b. Partnerships existing on October 1, 1986. The amendment of sections 34-9, 34-10, 34-10a, 34-10c, 34-13, 34-13b, 34-13c, 34-15, 34-16, 34-17a, 34-19, 34-20a to 34-20d, inclusive, 34-25, 34-25a, 34-27a, 34-27c, 34-28, 34-28a, 34-32, 34-38, 34-38g and 34-38n by public a…

Sec. 34-38f. Foreign limited partnerships, governing law. Subject to the Constitution of this state, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a …

Sec. 34-38g. Foreign limited partnerships, registration with Secretary of the State. Before transacting business in this state, a foreign limited partnership shall register with the Secretary of the State. In order to register, a foreign limited partnership shall submit to the Se…

Sec. 34-38h. Foreign limited partnerships, issuance of registration by Secretary of the State. If the Secretary of the State finds that an application for registration conforms to law and all requisite fees have been paid, he shall: (1) Endorse on the application the word “Filed”…

Sec. 34-38i. Foreign limited partnerships, name under which registered. A foreign limited partnership may register with the Secretary of the State under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbrev…

Sec. 34-38j. Foreign limited partnerships, changes and amendments to registration. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurat…

Sec. 34-38k. Foreign limited partnerships, cancellation of registration. A foreign limited partnership may cancel its registration by filing with the Secretary of the State a certificate of cancellation signed by a general partner. A cancellation does not terminate the authority …

Sec. 34-38l. Foreign limited partnerships, transaction of business without registration. (a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state. (b) The …

Sec. 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 foreign limited partnership from transacting business in this state in violation of sections 34-38f t…

Sec. 34-38n. Fees payable to the Secretary of the State for limited partnership documents. (a) The Secretary of the State shall receive, for filing any document or certificate required to be filed under sections 34-10, 34-13a, 34-13e, 34-32, 34-32a, 34-32c, 34-38g and 34-38s, the…

Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state. (a) Any foreign limited partnership may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may h…

Sec. 34-38p. Foreign limited partnerships. Appointment of agent for service of process. (a) Each foreign limited partnership shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served,…

Sec. 34-38q. Foreign limited partnerships, service of process upon statutory agent. (a) Any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a foreign limited partnership authorized to transact business in this s…

Sec. 34-38r. Limited amnesty for foreign limited partnerships transacting business without registration. Notwithstanding any provision of sections 34-9 to 34-38q, inclusive, as part of a limited amnesty program in effect for the calendar year commencing January 1, 1995, and endin…

Sec. 34-38s. Foreign limited partnerships. Annual report. (a) Each foreign limited partnership registered to transact business in this state shall file an annual report by electronic transmission with the Secretary of the State that shall be due upon the anniversary of the regist…

Sec. 34-38t. Foreign limited partnerships. Failure to file report. Incorrect report. (a) Any foreign limited partnership required to file an annual report as provided in section 34-38s, which fails to file its annual report on or before the due date thereof, shall be in default i…

Sec. 34-38u. Foreign limited partnerships. Revocation of certificate of registration. (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 …

Sec. 34-9. Definitions. As used in this chapter, unless the context otherwise requires: (1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. (2) “Certificate of lim…