§ 34-433 — (Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority.

Connecticut § 34-433

• 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 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 wilful 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 34-300 to 34-434, inclusive. (b) (1) Upon the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State may revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state. (2) Upon determining to revoke the certificate of authority of a foreign registered limited liability partnership the Secretary of the State shall give not less than thirty days' written notice to the foreign registered limited liability partnership that said Secretary intends to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same. Such notice shall be given by electronic mail addressed to the foreign registered limited liability 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 the notice, the foreign registered limited liability partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of authority did not exist at the time the notice was mailed or, if it did exist at such 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, said Secretary shall revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state. (c) Upon revoking the certificate of authority of any foreign registered limited liability 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 registered limited liability partnership at its address as last shown on said 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 shall cause the authority of a foreign registered limited liability partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign registered limited liability partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the partnership in this state. (d) The authority to transact business in this state is retained until expressly revoked by the Secretary of the State. Revocation of the authority of a foreign registered limited liability partnership to transact business in this state shall not affect the status of said partnership in this state under subsection (4) of section 34-400 , or the validity of the acts of said partnership occurring prior to the effective date of revocation.

Legislative History

(P.A. 94-218, S. 18, 28; P.A. 95-252, S. 23; P.A. 96-77, S. 6, 17; P.A. 14-154, S. 25; P.A. 19-40, S. 12; P.A. 24-111, S. 33.) History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (b) to provide that notice may be given by mail evidenced by a certificate of mailing; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive” with “sections 34-300 to 34-434, inclusive”, effective July 1, 1997; Sec. 34-81n transferred to Sec. 34-433 in 1997; P.A. 14-154 amended Subsec. (b) by deleting reference to mail evidenced by certificate of mailing and making technical changes, and amended Subsec. (c) by designating existing provision re mailing certificate of revocation to foreign registered limited liability partnership's address as last shown on Secretary of the State's records as Subdiv. (1), 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 and making technical changes, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making a technical change, effective January 1, 2020; P.A. 24-111 amended Subsec. (b)(2) by replacing “first class mail” with “electronic mail” and by replacing “at its address” with “at its electronic mail address” and amended Subsec. (c)(1) by replacing “Mail a copy” with “Send a copy”, effective January 1, 2025.