§ 34-38p — Foreign limited partnerships. Appointment of agent for service of process.

Connecticut § 34-38p

• Jurisdiction: Connecticut
• Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
• Ch. 610: Uniform Limited Partnership Act

Text

(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, and by such appointment the foreign limited partnership shall agree that any process against it which is served on such agent shall be of the same legal force and validity as if served on the foreign limited partnership and that such appointment shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state. (b) A foreign limited partnership's agent for service upon whom process may be served shall be: (1) The Secretary of the State and his successors in office; (2) a natural person who is a resident of this state; (3) a domestic corporation; (4) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (5) a domestic limited liability company; (6) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (7) a domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (9) a domestic statutory trust; or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. (c) A foreign limited partnership's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g . A subsequent appointment of the Secretary of the State and his successors in office as a foreign limited partnership's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe. (d) A foreign limited partnership's appointment of a natural person or an entity set forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g . A foreign limited partnership's subsequent appointment of any such natural person or entity as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the foreign limited partnership; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, the business and residence addresses thereof; if such agent is an entity organized under the laws of this state, the address of the principal office thereof; if such agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state. In each case, the address shall include the street and number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a general partner of the foreign limited partnership and, if other than the Secretary of the State, by the statutory agent therein appointed. (e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited partnership shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign limited partnership or agent shall forthwith file with the Secretary of the State notice of the new address. Such agent may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the foreign limited partnership at the office designated in the certificate of registration filed pursuant to section 34-38g . Upon the expiration of thirty days after the mailing of such notice, the resignation shall be effective. A foreign limited partnership may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.

Legislative History

(P.A. 86-379, S. 25; P.A. 89-116, S. 11; P.A. 04-240, S. 12; 04-257, S. 54; P.A. 09-38, S. 2.) History: P.A. 89-116 amended Subsec. (c) re filing of initial and subsequent appointments of the secretary of the state as agent and amended Subsec. (d) re filing of initial and subsequent appointments of natural person or corporation as agent and requiring statement of acceptance by agent; P.A. 04-240 added Subsec. (b)(5) to (10) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service, amended Subsec. (d) by making conforming changes re entities set forth in Subsec. (b) and made technical changes throughout; P.A. 04-257 made a technical change in Subsec. (c), effective June 14, 2004; P.A. 09-38 amended Subsec. (e) to delete requirement that copy of the resignation statement mailed to foreign limited partnership be mailed “together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign limited partnership shall be deemed to have been revoked” and be sent “by certified mail”, provide that resignation of agent for service is effective 30 days, rather than 120 days, after mailing of such notice and delete provision requiring revocation of authority to transact business unless a new agent has been appointed within that 120-day period, and deleted former Subsec. (f) re authority of foreign limited partnership deemed revoked for failure to comply with section.