Title 34 — Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
9 chapters · 412 sections in this title.
Conn. Gen. Stat. § 34-300 Short title: Uniform Partnership Act.
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Sec. 34-300. Short title: Uniform Partnership Act. Sections 34-300 to 34-399, inclusive, may be cited as the Uniform Partnership Act (1994). (P.A. 95-341, S. 1, 58.) History: P.A. 95-341 effective July 1, 1997.
Conn. Gen. Stat. § 34-301 Definitions.
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Sec. 34-301. Definitions. As used in sections 34-300 to 34-434, inclusive: (1) “Business” includes every trade, occupation and profession. (2) “Debtor in bankruptcy” means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a compar…
Conn. Gen. Stat. § 34-302 Knowledge and notice.
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Sec. 34-302. Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the p…
Conn. Gen. Stat. § 34-303 Effect of partnership agreement. Nonwaivable provisions.
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Sec. 34-303. Effect of partnership agreement. Nonwaivable provisions. (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partner…
Conn. Gen. Stat. § 34-304 Supplemental principles of law.
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Sec. 34-304. Supplemental principles of law. (a) Unless displaced by particular provisions of sections 34-300 to 34-399, inclusive, the principles of law and equity supplement said sections. (b) If an obligation to pay interest arises under sections 34-300 to 34-399, inclusive, a…
Conn. Gen. Stat. § 34-305 Execution, filing and recording of statements.
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Sec. 34-305. Execution, filing and recording of statements. (a) A statement may be filed in the office of the Secretary of the State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of the State. Either filin…
Conn. Gen. Stat. § 34-306 Law governing internal relations.
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Sec. 34-306. Law governing internal relations. The law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (P.A. 95-341, S. 7, 58.) History: P.A. 95-341 effective July 1, 1997…
Conn. Gen. Stat. § 34-307 Partnership subject to statutory amendment or repeal.
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Sec. 34-307. Partnership subject to statutory amendment or repeal. A partnership governed by sections 34-300 to 34-399, inclusive, is subject to any amendment to or repeal of said sections. (P.A. 95-341, S. 8, 58.) History: P.A. 95-341 effective July 1, 1997.
Conn. Gen. Stat. § 34-308 Powers of Secretary of the State.
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Sec. 34-308. Powers of Secretary of the State. The Secretary of the State has the power reasonably necessary to perform the duties required of the Secretary by sections 34-300 to 34-434, inclusive. (P.A. 24-111, S. 46.) History: P.A. 24-111 effective June 4, 2024 (Revisor's note:…
Conn. Gen. Stat. §§ 34-309 to 34-312 34-309 to 34-312
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Secs. 34-309 to 34-312. Reserved for future use. PART II NATURE OF PARTNERSHIP
Conn. Gen. Stat. § 34-313 Partnership as entity.
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Sec. 34-313. Partnership as entity. A partnership is an entity distinct from its partners. (P.A. 95-341, S. 9, 58.) History: P.A. 95-341 effective July 1, 1997. Standing of individual partners versus standing of partnership. 51 CA 790.
Conn. Gen. Stat. § 34-314 Formation of partnership.
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Sec. 34-314. Formation of partnership. (a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An as…
Conn. Gen. Stat. § 34-315 Partnership property.
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Sec. 34-315. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. (P.A. 95-341, S. 11, 58.) History: P.A. 95-341 effective July 1, 1997.
Conn. Gen. Stat. § 34-316 When property is partnership property.
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Sec. 34-316. When property is partnership property. (a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or o…
Conn. Gen. Stat. §§ 34-317 to 34-321 34-317 to 34-321
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Secs. 34-317 to 34-321. Reserved for future use. PART III RELATIONS OF PARTNERSTO PERSONS DEALING WITH PARTNERSHIP
Conn. Gen. Stat. § 34-322 Partner as agent of partnership.
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Sec. 34-322. Partner as agent of partnership. Subject to the effect of a statement of partnership authority under section 34-324: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the …
Conn. Gen. Stat. § 34-323 Transfer of partnership property.
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Sec. 34-323. Transfer of partnership property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under section 34-324, partnership property held in the name of the partnership may be transferred by an instrum…
Conn. Gen. Stat. § 34-324 Statement of partnership authority.
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Sec. 34-324. Statement of partnership authority. (a) A partnership may file a statement of partnership authority, which: (1) Shall include: (A) The name of the partnership; (B) the street address of its chief executive office and of one office in this state, if there is one; (C) …
Conn. Gen. Stat. § 34-325 Statement of denial.
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Sec. 34-325. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection (b) of section 34-324 may file a statement of denial stating the name of the partnership and the…
Conn. Gen. Stat. § 34-326 Partnership liable for partner's actionable conduct.
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Sec. 34-326. Partnership liable for partner's actionable conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of bu…
Conn. Gen. Stat. § 34-327 Liability of partner. Insurance.
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Sec. 34-327. Liability of partner. Insurance. (a) Except as otherwise provided in subsections (b), (c) and (d) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A p…
Conn. Gen. Stat. § 34-328 Actions by and against partnership and partners.
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Sec. 34-328. Actions by and against partnership and partners. (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and any or all of the partners in the same action or in separate actions. (c) A judgment agains…
Conn. Gen. Stat. § 34-329 Liability of purported partner.
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Sec. 34-329. Liability of purported partner. (a) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the…
Conn. Gen. Stat. §§ 34-330 to 34-334 34-330 to 34-334
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Secs. 34-330 to 34-334. Reserved for future use. PART IV RELATIONS OF PARTNERS TO EACH OTHERAND TO PARTNERSHIP
Conn. Gen. Stat. § 34-335 Rights and duties of a partner.
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Sec. 34-335. Rights and duties of a partner. (a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partne…
Conn. Gen. Stat. § 34-336 Distributions in kind.
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Sec. 34-336. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. (P.A. 95-341, S. 22, 58.) History: P.A. 95-341 effective July 1, 1997.
Conn. Gen. Stat. § 34-337 Rights and duties of a partner with respect to information.
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Sec. 34-337. Rights and duties of a partner with respect to information. (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall pr…
Conn. Gen. Stat. § 34-338 General standards of conduct of a partner.
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Sec. 34-338. General standards of conduct of a partner. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner's duty of loyalty to the…
Conn. Gen. Stat. § 34-339 Actions by partnership and partners.
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Sec. 34-339. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against…
Conn. Gen. Stat. § 34-340 Continuation of partnership beyond definite term or particular undertaking.
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Sec. 34-340. Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights an…
Conn. Gen. Stat. §§ 34-341 to 34-345 34-341 to 34-345
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Secs. 34-341 to 34-345. Reserved for future use. PART V TRANSFEREES AND CREDITORS OF PARTNER
Conn. Gen. Stat. § 34-346 Partner not co-owner of partnership property.
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Sec. 34-346. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. (P.A. 95-341, S. 27, 58.) History: P.A. 95-341 effective July …
Conn. Gen. Stat. § 34-347 Partner's transferable interest in partnership.
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Sec. 34-347. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. (P.…
Conn. Gen. Stat. § 34-348 Transfer of partner's transferable interest.
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Sec. 34-348. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership b…
Conn. Gen. Stat. § 34-349 Partner's transferable interest subject to charging order.
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Sec. 34-349. Partner's transferable interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court …
Conn. Gen. Stat. §§ 34-350 to 34-354 34-350 to 34-354
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Secs. 34-350 to 34-354. Reserved for future use. PART VI PARTNER'S DISSOCIATION
Conn. Gen. Stat. § 34-355 Events causing partner's dissociation.
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Sec. 34-355. Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partn…
Conn. Gen. Stat. § 34-356 Partner's power to dissociate. Wrongful dissociation.
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Sec. 34-356. Partner's power to dissociate. Wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision (1) of section 34-355. (b) A partner's dissociation is wrongful only if: (1) It is in breach…
Conn. Gen. Stat. § 34-357 Effect of partner's dissociation.
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Sec. 34-357. Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 34-372 to 34-378, inclusive, apply; otherwise, sections 34-362 to 34-366, inclusive, apply. (b) Upon a partner's dissociati…
Conn. Gen. Stat. §§ 34-358 to 34-361 34-358 to 34-361
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Secs. 34-358 to 34-361. Reserved for future use. PART VII PARTNER'S DISSOCIATIONWHEN BUSINESS NOT WOUND UP
Conn. Gen. Stat. § 34-362 Purchase of dissociated partner's interest.
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Sec. 34-362. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 34-372, the partnership shall cause the dissociated partner's interest in the pa…
Conn. Gen. Stat. § 34-363 Dissociated partner's power to bind and liability to partnership.
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Sec. 34-363. Dissociated partner's power to bind and liability to partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 34-384 and…
Conn. Gen. Stat. § 34-364 Dissociated partner's liability to other persons.
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Sec. 34-364. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred af…
Conn. Gen. Stat. § 34-365 Statement of dissociation.
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Sec. 34-365. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority…
Conn. Gen. Stat. § 34-366 Continued use of partnership name.
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Sec. 34-366. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership co…
Conn. Gen. Stat. §§ 34-367 to 34-371 34-367 to 34-371
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Secs. 34-367 to 34-371. Reserved for future use. PART VIII WINDING UP OF PARTNERSHIP BUSINESS
Conn. Gen. Stat. § 34-372 Events causing dissolution and winding up of partnership business.
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Sec. 34-372. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, ot…
Conn. Gen. Stat. § 34-373 Partnership continues after dissolution.
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Sec. 34-373. Partnership continues after dissolution. (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At a…
Conn. Gen. Stat. § 34-374 Right to wind up partnership business.
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Sec. 34-374. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the Superior Court, f…
Conn. Gen. Stat. § 34-375 Partner's power to bind partnership after dissolution.
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Sec. 34-375. Partner's power to bind partnership after dissolution. Subject to section 34-376, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under section 34-32…