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

Sec. 34-275d. Activities not constituting transacting business in this state. (a) Activities of a foreign limited liability company which do not constitute transacting business in this state under sections 34-275 to 34-275i, inclusive, include: (1) Maintaining, defending, mediati…

Sec. 34-275e. Noncomplying name of foreign limited liability company. (a) A foreign limited liability company whose name does not comply with section 34-243k may not register to transact business in this state until it adopts, for the purpose of transacting business in this state…

Sec. 34-275f. Transfer of registration. (a) When a registered foreign limited liability company has merged into a foreign limited liability company that is not registered to transact business in this state, the nonregistered foreign limited liability company shall deliver to the …

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

Sec. 34-275h. Withdrawal of registration of registered foreign limited liability company. (a) A registered foreign limited liability company may withdraw its registration by delivering a certificate of withdrawal of registration to the Secretary of the State for filing. The certi…

Sec. 34-275i. Action by Attorney General. The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 34-275 to 34-275h, inclusive. (P.A. 16-97, S. 79.) History: P.A. 16-97 effective Ju…

Secs. 34-276 to 34-278. Reserved for future use. PART X MERGER AND INTEREST EXCHANGE

Sec. 34-279. Definitions. As used in this section and sections 34-279a to 34-279q, inclusive: (1) “Interest exchange” means a transaction authorized by sections 34-279m to 34-279q, inclusive. (2) “Merger” means a transaction in which two or more merging limited liability companie…

Sec. 34-279a. Applicability of other statutes. (a) Unless displaced by the particular provisions of sections 34-279 to 34-279q, inclusive, the principles of law and equity shall supplement said sections. (b) Sections 34-279 to 34-279q, inclusive, shall not authorize any action pr…

Sec. 34-279b. Required notice or approval. (a) A limited liability company or foreign limited liability company that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain t…

Sec. 34-279c. Status of filings. A filing under sections 34-279 to 34-279q, inclusive, signed by a limited liability company becomes part of the organizational documents of the limited liability company. (P.A. 16-97, S. 83.) History: P.A. 16-97 effective July 1, 2017.

Sec. 34-279d. Nonexclusivity. (a) The fact that a transaction under sections 34-279 to 34-279q, inclusive, produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law. (b) Sections 34-279 to 34-279q, inclusive, do not p…

Sec. 34-279e. Plan reference to external facts. A plan may refer to facts ascertainable outside the plan, provided the manner in which the facts shall operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by …

Sec. 34-279f. Applicability of appraisal rights. (a) Subject to subsection (b) of this section, nothing in sections 34-243 to 34-283d, inclusive, shall be construed to grant by law appraisal rights to a member of a merging limited liability company pursuant to a merger under sect…

Sec. 34-279g. Excluded entities and transactions. Sections 34-279 to 34-279q, inclusive, shall not be used to effect a transaction that is a merger or interest exchange governed by sections 34-243 to 34-283d, inclusive, involving a limited liability company organized to render pr…

Sec. 34-279h. Merger authorized. (a) A limited liability company may merge with one or more other merging limited liability companies into a surviving limited liability company pursuant to this section and sections 34-279i to 34-279k, inclusive, and a plan of merger, if: (1) The …

Sec. 34-279i. Action on plan of merging limited liability company. (a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability company, a plan of merger must be consented to by two-thirds in interest of the members of the limit…

Sec. 34-279j. Filings required for merger. Effective date. (a) After each merging limited liability company has approved a merger, a certificate of merger must be signed on behalf of each merging limited liability company, as provided in subsection (a) of section 34-247b. (b) A c…

Sec. 34-279k. Effect of merger. (a) When a merger becomes effective: (1) The surviving limited liability company continues or comes into existence; (2) Each merging limited liability company that merges into the surviving limited liability company ceases to exist as a separate en…

Sec. 34-279l. Interest exchange authorized. (a) By complying with the provisions of this section and sections 34-279m to 34-279q, inclusive: (1) A limited liability company may acquire all of one or more classes or series of transferable interests of another limited liability com…

Sec. 34-279m. Plan of interest exchange. (a) A limited liability company may be the acquired limited liability company in an interest exchange under sections 34-279l to 34-279q, inclusive, by approving a plan of interest exchange. The plan must be in a record and contain: (1) The…

Sec. 34-279n. Approval of interest exchange. (a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability agreement, a plan of interest exchange is not effective unless it has been approved by two-thirds in interest of the membe…

Sec. 34-279o. Amendment or abandonment of plan of interest exchange. (a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) An acquired limited liability company may approve an amendment of a p…

Sec. 34-279p. Certificate of interest exchange. Effective date of interest exchange. (a) A certificate of interest exchange must be signed by an acquired limited liability company and delivered to the Secretary of the State for filing. (b) A certificate of interest exchange must …

Sec. 34-279q. Effect of interest exchange. (a) When an interest exchange in which the acquired entity is a limited liability company becomes effective: (1) The transferable interests in a limited liability company that are the subject of the interest exchange cease to exist or ar…

Secs. 34-280 to 34-282. Reserved for future use. PART XI MISCELLANEOUS PROVISIONS

Sec. 34-283. Uniformity of application and construction. In applying and construing the provisions of the Connecticut Uniform Limited Liability Company Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states th…

Sec. 34-283a. Relation to Electronic Signatures in Global and National Commerce Act. Sections 34-243 to 34-283d, inclusive, modify, limit and supersede the Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001 et seq., but do not modify, limit or supersed…

Sec. 34-283b. Savings clause. Sections 34-243 to 34-283d, inclusive, do not affect an action commenced, proceeding brought or right accrued before July 1, 2017. (P.A. 16-97, S. 100.) History: P.A. 16-97 effective July 1, 2017.

Sec. 34-283c. Severability clause. If any provision of sections 34-243 to 34-283d, inclusive, or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of sections 34-243 to 34-283d, inclusive, which can be g…

Sec. 34-283d. Rules of construction. (a) It is the policy of this section and sections 34-243 to 34-283c, inclusive, to give maximum effect to the principle of freedom of contract and to enforceability of limited liability company agreements. (b) Unless displaced by particular pr…

Sec. 34-290. Commercial records database. If any reprogramming of or upgrade to the office of the Secretary of the State's CONCORD commercial records database, or any additional or upgraded software for such database, is necessitated by any provision of sections 34-243 to 34-283d…

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.

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…

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…

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…

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…

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…

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…

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.

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:…

Secs. 34-309 to 34-312. Reserved for future use. PART II NATURE OF PARTNERSHIP

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.

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…

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.

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…