§ 34-38u — Foreign limited partnerships. Revocation of certificate of registration.

Connecticut § 34-38u

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

Text

(a) The certificate of registration of a foreign limited 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 limited partnership has failed to file its annual report with the Secretary of the State; (2) any wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited partnership pursuant to this chapter; (3) the foreign limited partnership is exceeding the authority conferred upon it by this chapter; or (4) the foreign limited partnership is without an agent upon whom process may be served in this state for sixty days or more. (b) On the happening of the events set out in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days' written notice to the foreign limited partnership that he intends to revoke the certificate of registration of such foreign limited partnership for one of said causes, specifying the same. Such notice shall be given by electronic mail addressed and sent to the foreign limited partnership at its electronic mail address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in such notice, the foreign limited partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, the Secretary shall revoke the certificate of registration of such foreign limited partnership to transact business in this state. (c) Upon revoking the certificate of registration of any foreign limited partnership, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Send a copy thereof to such foreign limited partnership at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate of revocation shall cause the authority of a foreign limited partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited partnership in this state.

Legislative History

(P.A. 95-252, S. 7; P.A. 09-38, S. 3; P.A. 14-154, S. 15; P.A. 24-111, S. 31.) History: P.A. 09-38 amended Subsec. (a) to add Subdiv. (3) authorizing revocation of certificate of registration when foreign limited partnership is without an agent upon whom process may be served in this state for 60 days or more and amended Subsec. (b) to add reference to Subsec. (a)(3) as event causing notice to be given of intent to revoke certificate of registration; P.A. 14-154 amended Subsec. (a) by adding new Subdiv. (1) re revocation of certificate of registration to transact business due to foreign limited partnership's failure to file annual report with Secretary of the State and redesignating existing Subdivs. (1) to (3) as Subdivs. (2) to (4), amended Subsec. (b) by replacing reference to Subdivs. (1), (2) or (3) with reference to Subdivs. (1), (2), (3) or (4) and deleting reference to mail evidenced by certificate of mailing, and amended Subsec. (c) by designating existing provision re mailing certificate of revocation to foreign limited partnership's address as last shown on records of Secretary of the State as Subdiv. (1) and adding Subdiv. (2) requiring Secretary of the State to cause notice of filing of certificate of revocation to be posted on the office's web site, effective January 1, 2015; P.A. 24-111 amended Subsec. (b) by replacing “registered or certified mail” with “electronic mail”, by replacing “at its address” with “at its electronic mail address” and by making technical changes and amended Subsec. (c)(1) by replacing “Mail a copy” with “Send a copy”, by replacing “at its address” with “at its electronic mail address” and by making a technical change, effective January 1, 2025.