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

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…

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…

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…

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…

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…

Secs. 34-330 to 34-334. Reserved for future use. PART IV RELATIONS OF PARTNERS TO EACH OTHERAND TO PARTNERSHIP

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…

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.

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…

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…

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…

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…

Secs. 34-341 to 34-345. Reserved for future use. PART V TRANSFEREES AND CREDITORS OF PARTNER

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 …

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.…

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…

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 …

Secs. 34-350 to 34-354. Reserved for future use. PART VI PARTNER'S DISSOCIATION

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…

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…

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…

Secs. 34-358 to 34-361. Reserved for future use. PART VII PARTNER'S DISSOCIATIONWHEN BUSINESS NOT WOUND UP

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…

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…

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…

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…

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…

Secs. 34-367 to 34-371. Reserved for future use. PART VIII WINDING UP OF PARTNERSHIP BUSINESS

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…

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…

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…

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…

Sec. 34-376. Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution…

Sec. 34-377. Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) of this section and subsections (c) and (d) of section 34-327, after dissolution a partner is liable to the other partners for the partner's share of any partn…

Sec. 34-378. Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, includ…

Secs. 34-379 to 34-383. Reserved for future use. PART IX CONVERSIONS AND MERGERS

Sec. 34-384. Definitions. In this section and sections 34-388 to 34-390, inclusive: (1) “General partner” means a partner in a partnership and a general partner in a limited partnership. (2) “Limited partner” means a limited partner in a limited partnership. (3) “Limited partners…

Secs. 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, 2014. (P.A. 95-341, S. 47–49, 58; P.A. 11-241, S. 58.)

Sec. 34-388. Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, one or more partnerships may merge with or into any one or more partnerships formed or organized under the laws of this state or any other state or any fo…

Sec. 34-389. Effect of merger. (a) When a merger takes effect: (1) The separate existence of every partnership that is a party to the merger, other than the survivor, ceases; (2) All property owned by each of the merged partnerships vests in the survivor; (3) All obligations of e…

Sec. 34-390. Statement of merger. (a) After a merger, the partnership may file a statement that one or more partnerships have merged into the surviving partnership. (b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or …

Sec. 34-391. Nonexclusive. Section 34-391 is repealed, effective January 1, 2014. (P.A. 95-341, S. 53, 58; P.A. 11-241, S. 58.)

Secs. 34-392 to 34-396. Reserved for future use. PART X MISCELLANEOUS PROVISIONS

Sec. 34-397. Uniformity of application and construction. Sections 34-300 to 34-399, inclusive, shall be applied and construed to effectuate their general purpose to make uniform the law with respect to the subject of said sections among states enacting them. (P.A. 95-341, S. 54, …

Sec. 34-398. Applicability. (a) Before January 1, 2002, sections 34-300 to 34-399, inclusive, govern only a partnership formed: (1) After July 1, 1997, unless that partnership is continuing the business of a dissolved partnership under section 34-79 of the general statutes, revis…

Sec. 34-399. Savings clause. Sections 34-300 to 34-399, inclusive, do not affect an action or proceeding commenced or right accrued before July 1, 1997. (P.A. 95-341, S. 56, 58.) History: P.A. 95-341 effective July 1, 1997.