§ 34-422 — (Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate.

Connecticut § 34-422

• Jurisdiction: Connecticut
• Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
• Ch. 614: Uniform Partnership Act. Limited Liability Partnerships

Text

(a) The Secretary of the State may effect the revocation of a registered limited liability partnership's certificate of registered limited liability partnership as provided in this section. (b) Whenever any registered limited liability partnership is more than one year in default of filing its annual report, the Secretary of the State may notify such registered limited liability partnership by electronic mail addressed to such registered limited liability partnership and sent to the limited liability partnership's electronic mail address as last shown in the records of said Secretary that under the provisions of this section the registered limited liability partnership's status as a registered limited liability partnership is to be revoked by reason of its default. Unless, within three months after the sending of such notice, the registered limited liability partnership files a report made out and verified in all respects as the annual report of such registered limited liability partnership, the Secretary of the State shall prepare and file in the office of said Secretary a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of such partnership or the liability of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation. (c) Whenever it comes to the attention of the Secretary of the State that a registered limited liability partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such registered limited liability partnership by electronic mail addressed to such registered limited liability partnership and sent to such registered limited liability partnership's electronic mail address as last shown on the Secretary's records that under the provisions of this section the registered limited liability partnership's rights and powers are in default. Unless the registered limited liability partnership within three months of the sending of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation. (d) Revocation shall be effective upon the filing by the Secretary of the State in his office of such certificate of revocation. (e) After filing the certificate of revocation, the Secretary of the State shall: (1) Send a certified copy thereof to the delinquent registered limited liability partnership addressed to such registered limited liability 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.

Legislative History

(P.A. 94-218, S. 12, 28; P.A. 95-252, S. 22; P.A. 14-154, S. 23; P.A. 19-40, S. 11; P.A. 24-111, S. 28.) History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsecs. (b) and (c) to provide that the notice may be given by mail evidenced by a certificate of mailing and amended Subsec. (e) to provide that the copy of the certificate may be sent by mail evidenced by a certificate of mailing; Sec. 34-81e transferred to Sec. 34-422 in 1997, effective July 1, 1997; P.A. 14-154 amended Subsec. (b) by extending default period re registered limited liability partnership's failure to file annual report from “more than three months” to “more than one year”, changing “shall” to “may” re notification by Secretary of the State, deleting reference to mail evidenced by certificate of mailing, replacing provision re partnership will be subject to revocation with provision re revocation by reason of its default and making technical changes, amended Subsec. (c) by deleting reference to mail evidenced by certificate of mailing, and amended Subsec. (e) by deleting requirements that certificate of revocation be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and adding requirement that Secretary of the State cause notice of filing of certificate of revocation to be posted on the office's web site, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making technical changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (b) by replacing “first class mail” with “electronic mail”, by replacing “at its principal office” with “sent to the limited liability partnership's electronic mail address” and by making technical changes, amended Subsec. (c) by replacing “registered or certified mail” with “electronic mail”, by replacing “at its principal office” with “sent to the registered limited liability partnership's electronic mail address” and by making technical changes and amended Subsec. (e)(1) by replacing “Mail a certified copy” with “Send a certified copy”, by replacing “principal office” with “electronic mail address” and by making a technical change, effective January 1, 2025.