Drawing of State Library BuildingConnecticut State Library Home

Connecticut Public Acts 1996

Previous Page TOC Next Page Public Acts Listings


House Bill No. 5818

PUBLIC ACT NO. 96-77

AN ACT MAKING MINOR AND TECHNICAL CHANGES TO STATUTES CONCERNING THE UNIFORM PARTNERSHIP ACT, LIMITED LIABILITY PARTNERSHIPS AND LIMITED LIABILITY COMPANIES.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Subsection (d) of section 8-214d of the general statutes, as amended by section 4 of public act 95-296, is repealed and the following is substituted in lieu thereof:

(d) A nonprofit corporation existing on or after October 1, 1991, and holding title to real property acquired with state financial assistance made under this section, may lease such real property, with the approval of the commissioner, to a partnership, as defined in section [34-44] OF PUBLIC ACT 95-341, or a limited partnership, as defined in section 34-9, provided the nonprofit corporation has a material role in such partnership or limited partnership. The terms of any such lease shall require that such real property be developed and used solely for the purpose of housing for very low, low and moderate income families. The lessee may hold title to any building or improvement situated on real property acquired with financial assistance made under this section, provided the nonprofit corporation holding title to such real property shall have first option to purchase any building or improvement that the lessee may place on such real property at a below-market price set forth in the lease.

Sec. 2. Section 34-37 of the general statutes is repealed and the following is substituted in lieu thereof:

In any case not provided for in this chapter or [chapter 611] SECTIONS 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 AND SECTIONS 34-81a TO 34-81z, INCLUSIVE, AS AMENDED the rules of law and equity, including the law merchant, shall govern.

Sec. 3. Section 34-81a of the general statutes is repealed and the following is substituted in lieu thereof:

(1) A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] TO 56, INCLUSIVE, OF PUBLIC ACT 95-341and 34-81a to 34-81z, inclusive, AS AMENDED may conduct its business, carry on its operations and have and exercise the powers granted by said sections in any state or in any foreign country. (2) It is the intent of the legislature that the legal existence of registered limited liability partnerships formed and existing pursuant to an agreement governed by sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive, AS AMENDED be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States. (3) It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1 TO 56, INCLUSIVE, OF PUBLIC ACT [4m95-341 and 34-81a to 34-81z, inclusive, AS AMENDED including the liability of partners for debts, obligations and liabilities chargeable to partnerships, shall be subject to and governed by the laws of this state. (4) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the state in which it is registered as a registered limited liability partnership.

Sec. 4. Section 34-81j of the general statutes is repealed and the following is substituted in lieu thereof:

Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-81s; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-81u and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a "foreign registered limited liability partnership" as defined in subdivision [(9) of section 34-40] (4) OF SECTION 2 OF PUBLIC ACT 95-341; (6) a brief statement of the business in which the partnership engages; and (7) any other matters the partnership may determine to include.

Sec. 5. Subsection (d) of section 34-81k of the general statutes is repealed and the following is substituted in lieu thereof:

(d) The civil penalty set forth in subsection (c) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign registered limited liability partnership has transacted business in this state in violation of sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive, AS AMENDED, the court may, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign registered limited liability partnership and the further exercise of any rights and privileges of a registered limited liability partnership in this state. The foreign registered limited liability partnership may be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign registered limited liability partnership has otherwise complied with the provisions of said sections.

Sec. 6. Subsection (a) of section 34-81n of the general statutes, as amended by section 23 of public act 95-252, is repealed and the following is substituted in lieu thereof:

(a) The certificate of authority of a foreign registered limited liability partnership 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 foreign registered limited liability partnership has failed to file its annual report with the Secretary of the State; or (2) a willful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign registered limited liability partnership pursuant to sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive AS AMENDED.

Sec. 7. Subsection (a) of section 34-81w of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless otherwise specified in sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive, AS AMENDED, any document required by said sections to be filed with, or delivered to, the Secretary of the State shall be executed by: (1) One or more partners authorized to execute such document; (2) if the registered limited liability partnership has not been formed, by the person or persons forming the registered limited liability partnership; or (3) if the registered limited liability partnership is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

Sec. 8. Section 34-81x of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The original signed copy of a certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership or of any other document required to be filed pursuant to sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive, AS AMENDED, shall be delivered to the Secretary of the State. Unless the Secretary of the State determines that the documents do not conform to the filing provisions of said sections, he shall, when all required filing fees have been paid: (1) Endorse on each signed original "filed" and the date and time of its acceptance for filing; and (2) retain the signed original in his files.

(b) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive, AS AMENDED, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.

Sec. 9. Subsection (a) of section 34-81y of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The Secretary of the State may propound to any registered limited liability partnership or foreign registered limited liability partnership, subject to the provisions of sections [34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78] 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 and 34-81a to 34-81z, inclusive, AS AMENDED, and to any partner or employee thereof, such interrogatories as may be reasonably necessary and proper to enable said secretary to ascertain whether such registered limited liability partnership or foreign registered limited liability partnership has complied with the provisions of said sections applicable to such partnership. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by said secretary, and the answers thereto shall be full and complete and shall be made in writing and under oath.

Sec. 10. Subsection (1) of section 34-82 of the general statutes is repealed and the following is substituted in lieu thereof:

(1) Notwithstanding the provisions of [chapter 611] SECTIONS 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341 AND SECTIONS 34-81a TO 34-81z, INCLUSIVE, AS AMENDED,any three or more persons, licensed or authorized to practice a profession by the state of Connecticut, may associate to practice such profession for profit, if the articles of association of the members provide that the association thereby formed and hereby authorized shall have at least three of the following four attributes: (a) Continuity of life so that the death, insanity, bankruptcy, retirement, resignation or expulsion of any member will not cause a dissolution of the association; (b) centralized management so that any one or more but less than all of the members has continuing exclusive authority to make management decisions necessary to the conduct of the professional business for which the association was formed, and so that no member of the association, acting without the authority of the managing member or members, shall have the power to bind the association by his act; (c) limited liability so that the individual members of the association shall not be individually or severally liable for its debts; provided, however, the members shall in no way limit their individual or several liability in the articles of association, or otherwise, for any acts of reckless or wanton misconduct, negligence, malpractice, professional misconduct, or tort; and (d) free transferability of interests so that each of its members or those members owning substantially all of the interests in the association have the power, without the consent of other members, to substitute for themselves in the same association a person duly licensed or authorized to practice the profession for which the association was formed who is not a member of the association, or, a modified form of free transferability of interests so that each member of the association can transfer his interest to a person so licensed or authorized who is not a member of the association only after having offered such interest to the association or to the other members of the association at its fair market value as established in the articles of association, or otherwise.

Sec. 11. Subsection (a) of section 34-199 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A general partnership formed under the provisions of sections [34-39 to 34-81, inclusive] 1 TO 56, INCLUSIVE, OF PUBLIC ACT 95-341, AND SECTIONS 34-81a TO 34-81z, INCLUSIVE, AS AMENDED, or a limited partnership formed under the provisions of sections 34-9 to 34-38q, inclusive, may convert to a limited liability company by filing articles of organization that meet the requirements of section 34-121, and include the following: (1) A statement that the limited liability company is formed as the result of the conversion of a general partnership or a limited partnership; (2) the name of the former general partnership or limited partnership; and (3) in the case of a general partnership, its initial date of formation, or in the case of a limited partnership, the date of filing of the initial certificate of limited partnership.

Sec. 12. Subsection (c) of section 34-81k of the general statutes is repealed and the following is substituted in lieu thereof:

(c) A foreign registered limited liability partnership which transacts business in this state without filing a certificate of authority under section 34-81j shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) The sum of two thousand dollars, (2) all fees and taxes which would have been imposed by law upon such registered limited liability partnership had it duly applied for and received such authority to transact business in this state and (3) all interest and penalties imposed by law for failure to pay such fees and taxes. Such fees and penalties may be levied by [said secretary] THE SECRETARY OF THE STATE. The penalty imposed by subdivision (1) of this subsection shall not be levied upon a foreign registered limited liability partnership which has filed a certificate of authority with said secretary within ninety days after it has commenced transacting business in this state. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.

Sec. 13. Subsection (b) of section 34-81t of the general statutes, as amended by section 9 of public act 95-252, is repealed and the following is substituted in lieu thereof:

(b) The reservation shall be made by filing with the Secretary of the State an application together with the applicable fee, executed by the applicant, to reserve a specified name. If the Secretary of the State finds that the name is available for use by a registered limited liability partnership or foreign registered limited liability partnership, [it] HE shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first of the one hundred twenty days.

Sec. 14. Subsection (b) of section 34-103 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The reservation shall be made by filing with the Secretary of the State an application together with the applicable fee, executed by the applicant, to reserve a specified name. If the Secretary of the State finds that the name is available for use by a domestic or foreign limited liability company, [it] HE shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first of the one hundred twenty days.

Sec. 15. Subsection (k) of section 1-1 of the general statutes, as amended by section 1 of public act 95-79, is repealed and the following is substituted in lieu thereof:

(k) The words "person" and "another" may extend and be applied to communities, companies, corporations, [limited liability companies,] public or private, LIMITED LIABILITY COMPANIES, societies and associations.

Sec. 16. Subsection (a) of section 47-5 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) All conveyances of land shall be: (1) In writing; (2) if the grantor is a natural person, subscribed, with or without a seal, by the grantor with his own hand or with his mark with his name annexed to it or by his attorney authorized for that purpose by a power executed, acknowledged and witnessed in the manner provided for conveyances or, if the grantor is a corporation, LIMITED LIABILITY COMPANY or partnership, subscribed by a duly authorized person; (3) acknowledged by the grantor, his attorney or such duly authorized person to be his free act and deed; and (4) attested to by two witnesses with their own hands.

Sec. 17. This act shall take effect October 1, 1996, except that sections 1 to 11, inclusive, shall take effect July 1, 1997.

Approved May 8, 1996. Effective as provided in section 17.

[footer.htm]