Domestic Limited Partnership Formation Filing in Connecticut

At a glance

Requirements one by one

Agreement and certificate

Chapter 610 calls a partnership agreement “any valid agreement, written or oral” about the partnership's affairs. It defines a general partner by admission under that agreement and being named in the certificate. The public formation trigger is filing a substantially compliant certificate; § 34-10 does not make a separate written agreement a certificate attachment.

Certificate information and name

The certificate must give the LP's name, Connecticut records-office address, agent name and address, every general partner's name and business address, a valid email address, and its NAICS code. The 2025-effective amendment removed the former latest-dissolution-date field and made the email mandatory. The name must spell out “limited partnership” without abbreviation. A limited partner's name may appear in the LP name only if it is also a general partner's name or the business used that name before the limited partner joined.

Agent, signatures, and fee

The original certificate includes the agent's written appointment and acceptance, and that initial appointment is signed by the agent. All general partners named in the certificate sign it, although a person may sign through an attorney-in-fact. Signing as a general partner affirms the facts under the penalties of false statement. The statutory charge for the certificate and agent appointment is $120.

Effective time and follow-up

The LP forms when the Secretary files the certificate, or at a later time stated in it, if the filing substantially complies with § 34-10. Filing gives notice of LP status and the status of partners named as such, “but it is not notice of any other fact.” After the certificate is returned marked “Filed,” the general partners must promptly deliver or mail a copy to each limited partner unless their agreement provides otherwise.

What trips people up

Section 34-13b(c)-(d) adds the agent's acceptance and signature to the initial appointment in the original certificate. The Secretary endorses and files a signed copy after checking legal conformity and receiving required fees.

Common questions

Can the general partners set a later formation time? Yes. The certificate can specify a later time; formation still requires substantial compliance with § 34-10.

Must a limited partner be listed in the certificate? The required field names each general partner. Section 34-10c contemplates a limited partner being named, but makes that status public notice only “if so designated.”

Does a filing prove every statement in the certificate? No. Section 34-10c limits its notice effect to LP status and the designated partners' statuses.

Statutes and sources

All excerpts below are from the official Connecticut General Statutes, Chapter 610, accessed September 23, 2026. The 2026 supplement title index lists Chapter 613a, but no Chapter 610 replacement.

• Conn. Gen. Stat. § 34-9(10), (12)-(13), (18), (22): “(10) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (11) “Interests” means the proprietary interests in an other entity. (12) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (13) “Limited partnership” and “domestic limited partnership” means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners. (14) “Merger” means a business combination pursuant to section 34-33a. (15) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity. (16) “Other entity” means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust. (17) “Partner” means a limited or general partner. (18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (20) “Party to a consolidation” means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation. (21) “Party to a merger” means any domestic or foreign limited partnership or other entity that will merge under a plan of merger. (22) “Person” means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-10(a)-(b): “Sec. 34-10. Formation of limited partnership; certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth: (1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b; (2) The name and address of the agent for service of process required to be maintained by section 34-13b; (3) The name and business address of each general partner; (4) The valid electronic mail address of the limited partnership; (5) The limited partnership's North American Industry Classification System Code; and (6) Any other matters the partners determine to include in the certificate. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-10 history (P.A. 24-111): “P.A. 24-111 amended Subsec. (a) by deleting former Subdiv. (4) re latest date upon which limited partnership is to dissolve, by redesignating existing Subdiv. (6) as Subdiv. (4) and amending same by replacing “electronic mail address, if any,” with “valid electronic mail address”, by adding new Subdiv. (5) re limited partnership's North American Industry System Classification Code and by redesignating existing Subdiv. (5) as Subdiv. (6) and amending same by making technical changes, effective January 1, 2025.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-10a(a)(1), (b)-(c): “Sec. 34-10a. Execution of certificates. (a) Each certificate required by this chapter to be filed in the office of the Secretary of the State shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners named therein; (2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; (3) A certificate of cancellation must be signed by all general partners; and (4) A certificate of merger or consolidation affecting a domestic limited partnership must be signed by at least one general partner of the domestic limited partnership. (b) Any person may sign a certificate by an attorney-in-fact. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of false statement that the facts stated therein are true.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-10b(a): “Sec. 34-10b. Filing requirements. (a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (1) Endorse on each copy the word “Filed” and the day, month and year of the filing thereof; and (2) File a signed copy in his office.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-10c: “Sec. 34-10c. Notice. Sec. 34-10d. Delivery of certificates to limited partners. Sec. 34-11. Authorized types of business. Sec. 34-12. Form of contributions by partner. Sec. 34-13. Name. Sec. 34-13a. Reservation of name. Sec. 34-13b. Specified office and agent for service of process. Sec. 34-13c. Records to be kept. Sec. 34-13d. Interrogatories may be submitted by the Secretary of the State to any limited partnership as may be necessary to determine compliance under this chapter. Sec. 34-13e. Annual report. Sec. 34-13f. Failure to file report. Incorrect report. Sec. 34-14. Liability for false statement in certificates. Sec. 34-15. Liability of limited partners to third parties. Sec. 34-15a. Voting rights of limited partners. Sec. 34-15b. Voting rights of general partners. Sec. 34-16. Admission of additional limited partners. Sec. 34-17. General powers and liabilities of general partners. Sec. 34-17a. Admission of additional general partners. Sec. 34-18. Rights of limited partner. Sec. 34-19. Person erroneously believing himself a limited partner not a general partner, when. Sec. 34-20. Contributions and sharing in profits, losses and distributions by general partners. Rights, powers, restrictions and liabilities of general partners who are also limited partners. Sec. 34-20a. Sharing of profits and losses by partners. Sec. 34-20b. Distributions and allocation of cash or other assets to partners. Sec. 34-20c. Distributions in cash to partner; distributions in kind, when permitted. Sec. 34-20d. Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof. Sec. 34-20e. Partner's right to distribution. Sec. 34-21. Business transactions of partner with partnership. Secs. 34-22 and 34-23. Priority among limited partners. Payment of compensation to limited partners. Sec. 34-24. Limitation on amount of distribution. Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when. Sec. 34-25a. Liability of partner upon return of any part of his contribution. Sec. 34-26. Nature of partnership interest. Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest. Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. Sec. 34-27b. Withdrawal of general partner; damages. Sec. 34-27c. Withdrawal of limited partner; notice. Sec. 34-27d. Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership. Sec. 34-28. Person ceases to be general partner, when. Sec. 34-28a. Nonjudicial dissolution of limited partnership. Sec. 34-28b. Judicial dissolution of limited partnerships. Sec. 34-28c. Winding up of limited partnership. Sec. 34-29. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner. Sec. 34-30. Rights of judgment creditor to charge partnership interest of partner. Sec. 34-31. Order of distribution of assets upon winding up of limited partnership. Sec. 34-32. Amendment of certificate. Sec. 34-32a. Cancellation of certificate. Sec. 34-32b. Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service. Sec. 34-32c. Reinstatement after cancellation. Sec. 34-33. Amendment or cancellation of certificate by court order. Sec. 34-33a. Merger of limited partnerships. Sec. 34-33b. Consolidation of limited partnerships. Sec. 34-33c. Approval of plan of merger or consolidation by general and limited partners. Sec. 34-33d. Certificate of merger or consolidation. Sec. 34-33e. Effective date of merger or consolidation. Abandonment. Sec. 34-33f. Effect of merger or consolidation. Sec. 34-34. Contributor as party to proceedings affecting partnership. Sec. 34-34a. Derivative actions, right of action by limited partner. Sec. 34-34b. Derivative actions, proper plaintiff. Sec. 34-34c. Derivative actions, pleading. Sec. 34-34d. Derivative actions, expenses. Sec. 34-35. Citation of chapter. Sec. 34-36. Construction of chapter. Sec. 34-37. Applicability of the rules of law and equity. Sec. 34-38. Partnerships formed prior to October 1, 1979. Sec. 34-38a. Validation of certain certificates, amendments and cancellations thereof filed prior to October 1, 1979. Sec. 34-38b. Partnerships existing on October 1, 1986. Secs. 34-38c to 34-38e. Reserved Sec. 34-38f. Foreign limited partnerships, governing law. Sec. 34-38g. Foreign limited partnerships, registration with Secretary of the State. Sec. 34-38h. Foreign limited partnerships, issuance of registration by Secretary of the State. Sec. 34-38i. Foreign limited partnerships, name under which registered. Sec. 34-38j. Foreign limited partnerships, changes and amendments to registration. Sec. 34-38k. Foreign limited partnerships, cancellation of registration. Sec. 34-38l. Foreign limited partnerships, transaction of business without registration. Sec. 34-38m. Foreign limited partnerships, Attorney General authorized to bring action to restrain transaction of business. Sec. 34-38n. Fees payable to the Secretary of the State for limited partnership documents. Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state. Sec. 34-38p. Foreign limited partnerships. Appointment of agent for service of process. Sec. 34-38q. Foreign limited partnerships, service of process upon statutory agent. Sec. 34-38r. Limited amnesty for foreign limited partnerships transacting business without registration. Sec. 34-38s. Foreign limited partnerships. Annual report. Sec. 34-38t. Foreign limited partnerships. Failure to file report. Incorrect report. Sec. 34-38u. Foreign limited partnerships. Revocation of certificate of registration. ------------------------------------------------------------------------ Sec. 34-9. Definitions. As used in this chapter, unless the context otherwise requires: (1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. (2) “Certificate of limited partnership” means the certificate referred to in section 34-10 and the certificate as amended or restated. (3) “Consolidation” means a business combination pursuant to section 34-33b. (4) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. (5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission. (6) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u, inclusive. (7) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. (8) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 34-28. (9) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners. (10) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (11) “Interests” means the proprietary interests in an other entity. (12) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (13) “Limited partnership” and “domestic limited partnership” means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners. (14) “Merger” means a business combination pursuant to section 34-33a. (15) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity. (16) “Other entity” means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust. (17) “Partner” means a limited or general partner. (18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (20) “Party to a consolidation” means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation. (21) “Party to a merger” means any domestic or foreign limited partnership or other entity that will merge under a plan of merger. (22) “Person” means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation. (23) “Plan of merger” means a plan entered into pursuant to section 34-33a. (24) “Plan of consolidation” means a plan entered into pursuant to section 34-33b. (25) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature. (26) “State” means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. (27) “Survivor” means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated. (1961, P.A. 79, S. 1; 1972, P.A. 18; P.A. 79-440, S. 1; P.A. 84-158, S. 4, 5; P.A. 86-379, S. 1; P.A. 95-79, S. 128, 189; P.A. 03-18, S. 54; P.A. 11-146, S. 5.) History: 1972 act defined “persons”; P.A. 79-440 replaced previous provisions which had defined “limited partnership” and “person” only; P.A. 84-158 added Subsec. (1) defining “address”, relettered the remaining Subsecs. and amended the definition of “person” to include a foreign limited partnership; P.A. 86-379 redefined “address” to remove exception which had allowed use of mailing address by limited partner, redefined “certificate of limited partnership” to include restated certificates and redefined “limited partner” to delete requirement that limited partner be named as such in certificate of limited partnership; P.A. 95-79 redefined “person” to include a limited liability company, effective May 31, 1995; P.A. 03-18 added new Subdiv. (3) defining “consolidation”, redesignated existing Subdivs. (3) to (6) as Subdivs. (4) to (7), added new Subdiv. (8) defining “interests”, redesignated existing Subdivs. (7) and (8) as Subdivs. (9) and (10), added new Subdivs. (11) to (13) defining “merger”, “organizational documents” and “other entity”, redesignated existing Subdivs. (9) to (11) as Subdivs. (14) to (16), added new Subdivs. (17) and (18) defining “party to a consolidation” and “party to a merger”, redesignated existing Subdiv. (12) as Subdiv. (19), added new Subdivs. (20) and (21) defining “plan of merger” and “plan of consolidation”, redesignated existing Subdiv. (13) as Subdiv. (22), and added new Subdiv. (23) defining “survivor”, effective July 1, 2003; P.A. 11-146 added new Subdivs. (5), (6) and (7) defining “deliver” or “delivery”, “document” and “electronic transmission” or “electronically transmitted”, redesignated existing Subdivs. (5) to (21) as Subdivs. (8) to (24), added new Subdiv. (25) defining “sign” or “signature” and redesignated existing Subdivs. (22) and (23) as Subdivs. (26) and (27), effective January 1, 2012. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships in existence before October 1, 1986. Cited. 222 C. 361. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10. Formation of limited partnership; certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth: (1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b; (2) The name and address of the agent for service of process required to be maintained by section 34-13b; (3) The name and business address of each general partner; (4) The valid electronic mail address of the limited partnership; (5) The limited partnership's North American Industry Classification System Code; and (6) Any other matters the partners determine to include in the certificate. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. (1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A. 89-116, S. 1; P.A. 14-154, S. 11; P.A. 24-111, S. 5.) History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of secretary of the state; P.A. 77-144 required that certificate state “the right, if given, to do an act which would make it impossible to carry on the ordinary business of the partnership”; P.A. 79-356 required in Subsec. (1) that persons desiring to form limited partnership “acknowledge” rather than “swear to” certificate and added Subsec. (3) re filing by limited partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A. 86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116 amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of address of office of agent for service of process in Subsec. (a)(2); P.A. 14-154 amended Subsec. (a) to add Subdiv. (6) re electronic mail address of limited partnership, effective January 1, 2015; P.A. 24-111 amended Subsec. (a) by deleting former Subdiv. (4) re latest date upon which limited partnership is to dissolve, by redesignating existing Subdiv. (6) as Subdiv. (4) and amending same by replacing “electronic mail address, if any,” with “valid electronic mail address”, by adding new Subdiv. (5) re limited partnership's North American Industry System Classification Code and by redesignating existing Subdiv. (5) as Subdiv. (6) and amending same by making technical changes, effective January 1, 2025. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. Cited. 196 C. 270; 210 C. 71. Cited. 11 CA 404. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10a. Execution of certificates. (a) Each certificate required by this chapter to be filed in the office of the Secretary of the State shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners named therein; (2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; (3) A certificate of cancellation must be signed by all general partners; and (4) A certificate of merger or consolidation affecting a domestic limited partnership must be signed by at least one general partner of the domestic limited partnership. (b) Any person may sign a certificate by an attorney-in-fact. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of false statement that the facts stated therein are true. (P.A. 79-440, S. 10; P.A. 85-197, S. 1; P.A. 86-379, S. 3; P.A. 93-363, S. 17.) History: P.A. 85-197 amended Subsec. (c) by replacing “perjury” with “false statement”; P.A. 86-379 amended Subsec. (a) by specifying that original certificates must be signed by all “general” partners and that amended certificates must be signed by new “general” partners rather than by those whose contribution has been increased; P.A. 93-363 added Subsec. (a)(4) requiring signature of at least one general partner on certificate of merger or consolidation affecting domestic limited partnership. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10b. Filing requirements. (a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (1) Endorse on each copy the word “Filed” and the day, month and year of the filing thereof; and (2) File a signed copy in his office. (b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled. (c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded. (d) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-9 to 34-38u, inclusive, to be filed with the Secretary of the State. (P.A. 79-440, S. 12; P.A. 83-74, S. 1; P.A. 89-116, S. 2; P.A. 93-363, S. 19; P.A. 11-146, S. 6.) History: P.A. 83-74 permitted filing of one signed copy and one conformed copy in lieu of two signed copies; P.A. 89-116 amended Subsec. (a) by requiring two copies of any notice or other document permitted or required to be filed for limited partnership; P.A. 93-363 changed “two signed copies or one signed copy and one conformed copy” to “a signed copy” and added “or of any certificate of merger or consolidation” after “cancellation” and “or a certificate of merger or consolidation which acts as a certificate of cancellation” after “judicial decree thereof”; P.A. 11-146 added Subsec. (c) re authority of Secretary of the State for good cause to permit filing or recording of a photostatic or other photographic copy of a document in lieu of original instrument and the effect thereof and added Subsec. (d) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10c. Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of the State is notice that the partnership is a limited partnership and all persons designated therein as general partners are general partners and the persons designated therein as limited partners, if so designated, are limited partners, but it is not notice of any other fact.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-10d: “Sec. 34-10d. Delivery of certificates to limited partners. Sec. 34-11. Authorized types of business. Sec. 34-12. Form of contributions by partner. Sec. 34-13. Name. Sec. 34-13a. Reservation of name. Sec. 34-13b. Specified office and agent for service of process. Sec. 34-13c. Records to be kept. Sec. 34-13d. Interrogatories may be submitted by the Secretary of the State to any limited partnership as may be necessary to determine compliance under this chapter. Sec. 34-13e. Annual report. Sec. 34-13f. Failure to file report. Incorrect report. Sec. 34-14. Liability for false statement in certificates. Sec. 34-15. Liability of limited partners to third parties. Sec. 34-15a. Voting rights of limited partners. Sec. 34-15b. Voting rights of general partners. Sec. 34-16. Admission of additional limited partners. Sec. 34-17. General powers and liabilities of general partners. Sec. 34-17a. Admission of additional general partners. Sec. 34-18. Rights of limited partner. Sec. 34-19. Person erroneously believing himself a limited partner not a general partner, when. Sec. 34-20. Contributions and sharing in profits, losses and distributions by general partners. Rights, powers, restrictions and liabilities of general partners who are also limited partners. Sec. 34-20a. Sharing of profits and losses by partners. Sec. 34-20b. Distributions and allocation of cash or other assets to partners. Sec. 34-20c. Distributions in cash to partner; distributions in kind, when permitted. Sec. 34-20d. Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof. Sec. 34-20e. Partner's right to distribution. Sec. 34-21. Business transactions of partner with partnership. Secs. 34-22 and 34-23. Priority among limited partners. Payment of compensation to limited partners. Sec. 34-24. Limitation on amount of distribution. Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when. Sec. 34-25a. Liability of partner upon return of any part of his contribution. Sec. 34-26. Nature of partnership interest. Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest. Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. Sec. 34-27b. Withdrawal of general partner; damages. Sec. 34-27c. Withdrawal of limited partner; notice. Sec. 34-27d. Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership. Sec. 34-28. Person ceases to be general partner, when. Sec. 34-28a. Nonjudicial dissolution of limited partnership. Sec. 34-28b. Judicial dissolution of limited partnerships. Sec. 34-28c. Winding up of limited partnership. Sec. 34-29. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner. Sec. 34-30. Rights of judgment creditor to charge partnership interest of partner. Sec. 34-31. Order of distribution of assets upon winding up of limited partnership. Sec. 34-32. Amendment of certificate. Sec. 34-32a. Cancellation of certificate. Sec. 34-32b. Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service. Sec. 34-32c. Reinstatement after cancellation. Sec. 34-33. Amendment or cancellation of certificate by court order. Sec. 34-33a. Merger of limited partnerships. Sec. 34-33b. Consolidation of limited partnerships. Sec. 34-33c. Approval of plan of merger or consolidation by general and limited partners. Sec. 34-33d. Certificate of merger or consolidation. Sec. 34-33e. Effective date of merger or consolidation. Abandonment. Sec. 34-33f. Effect of merger or consolidation. Sec. 34-34. Contributor as party to proceedings affecting partnership. Sec. 34-34a. Derivative actions, right of action by limited partner. Sec. 34-34b. Derivative actions, proper plaintiff. Sec. 34-34c. Derivative actions, pleading. Sec. 34-34d. Derivative actions, expenses. Sec. 34-35. Citation of chapter. Sec. 34-36. Construction of chapter. Sec. 34-37. Applicability of the rules of law and equity. Sec. 34-38. Partnerships formed prior to October 1, 1979. Sec. 34-38a. Validation of certain certificates, amendments and cancellations thereof filed prior to October 1, 1979. Sec. 34-38b. Partnerships existing on October 1, 1986. Secs. 34-38c to 34-38e. Reserved Sec. 34-38f. Foreign limited partnerships, governing law. Sec. 34-38g. Foreign limited partnerships, registration with Secretary of the State. Sec. 34-38h. Foreign limited partnerships, issuance of registration by Secretary of the State. Sec. 34-38i. Foreign limited partnerships, name under which registered. Sec. 34-38j. Foreign limited partnerships, changes and amendments to registration. Sec. 34-38k. Foreign limited partnerships, cancellation of registration. Sec. 34-38l. Foreign limited partnerships, transaction of business without registration. Sec. 34-38m. Foreign limited partnerships, Attorney General authorized to bring action to restrain transaction of business. Sec. 34-38n. Fees payable to the Secretary of the State for limited partnership documents. Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state. Sec. 34-38p. Foreign limited partnerships. Appointment of agent for service of process. Sec. 34-38q. Foreign limited partnerships, service of process upon statutory agent. Sec. 34-38r. Limited amnesty for foreign limited partnerships transacting business without registration. Sec. 34-38s. Foreign limited partnerships. Annual report. Sec. 34-38t. Foreign limited partnerships. Failure to file report. Incorrect report. Sec. 34-38u. Foreign limited partnerships. Revocation of certificate of registration. ------------------------------------------------------------------------ Sec. 34-9. Definitions. As used in this chapter, unless the context otherwise requires: (1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. (2) “Certificate of limited partnership” means the certificate referred to in section 34-10 and the certificate as amended or restated. (3) “Consolidation” means a business combination pursuant to section 34-33b. (4) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. (5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission. (6) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u, inclusive. (7) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. (8) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 34-28. (9) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners. (10) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (11) “Interests” means the proprietary interests in an other entity. (12) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (13) “Limited partnership” and “domestic limited partnership” means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners. (14) “Merger” means a business combination pursuant to section 34-33a. (15) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity. (16) “Other entity” means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust. (17) “Partner” means a limited or general partner. (18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (20) “Party to a consolidation” means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation. (21) “Party to a merger” means any domestic or foreign limited partnership or other entity that will merge under a plan of merger. (22) “Person” means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation. (23) “Plan of merger” means a plan entered into pursuant to section 34-33a. (24) “Plan of consolidation” means a plan entered into pursuant to section 34-33b. (25) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature. (26) “State” means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. (27) “Survivor” means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated. (1961, P.A. 79, S. 1; 1972, P.A. 18; P.A. 79-440, S. 1; P.A. 84-158, S. 4, 5; P.A. 86-379, S. 1; P.A. 95-79, S. 128, 189; P.A. 03-18, S. 54; P.A. 11-146, S. 5.) History: 1972 act defined “persons”; P.A. 79-440 replaced previous provisions which had defined “limited partnership” and “person” only; P.A. 84-158 added Subsec. (1) defining “address”, relettered the remaining Subsecs. and amended the definition of “person” to include a foreign limited partnership; P.A. 86-379 redefined “address” to remove exception which had allowed use of mailing address by limited partner, redefined “certificate of limited partnership” to include restated certificates and redefined “limited partner” to delete requirement that limited partner be named as such in certificate of limited partnership; P.A. 95-79 redefined “person” to include a limited liability company, effective May 31, 1995; P.A. 03-18 added new Subdiv. (3) defining “consolidation”, redesignated existing Subdivs. (3) to (6) as Subdivs. (4) to (7), added new Subdiv. (8) defining “interests”, redesignated existing Subdivs. (7) and (8) as Subdivs. (9) and (10), added new Subdivs. (11) to (13) defining “merger”, “organizational documents” and “other entity”, redesignated existing Subdivs. (9) to (11) as Subdivs. (14) to (16), added new Subdivs. (17) and (18) defining “party to a consolidation” and “party to a merger”, redesignated existing Subdiv. (12) as Subdiv. (19), added new Subdivs. (20) and (21) defining “plan of merger” and “plan of consolidation”, redesignated existing Subdiv. (13) as Subdiv. (22), and added new Subdiv. (23) defining “survivor”, effective July 1, 2003; P.A. 11-146 added new Subdivs. (5), (6) and (7) defining “deliver” or “delivery”, “document” and “electronic transmission” or “electronically transmitted”, redesignated existing Subdivs. (5) to (21) as Subdivs. (8) to (24), added new Subdiv. (25) defining “sign” or “signature” and redesignated existing Subdivs. (22) and (23) as Subdivs. (26) and (27), effective January 1, 2012. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships in existence before October 1, 1986. Cited. 222 C. 361. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10. Formation of limited partnership; certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth: (1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b; (2) The name and address of the agent for service of process required to be maintained by section 34-13b; (3) The name and business address of each general partner; (4) The valid electronic mail address of the limited partnership; (5) The limited partnership's North American Industry Classification System Code; and (6) Any other matters the partners determine to include in the certificate. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. (1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A. 89-116, S. 1; P.A. 14-154, S. 11; P.A. 24-111, S. 5.) History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of secretary of the state; P.A. 77-144 required that certificate state “the right, if given, to do an act which would make it impossible to carry on the ordinary business of the partnership”; P.A. 79-356 required in Subsec. (1) that persons desiring to form limited partnership “acknowledge” rather than “swear to” certificate and added Subsec. (3) re filing by limited partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A. 86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116 amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of address of office of agent for service of process in Subsec. (a)(2); P.A. 14-154 amended Subsec. (a) to add Subdiv. (6) re electronic mail address of limited partnership, effective January 1, 2015; P.A. 24-111 amended Subsec. (a) by deleting former Subdiv. (4) re latest date upon which limited partnership is to dissolve, by redesignating existing Subdiv. (6) as Subdiv. (4) and amending same by replacing “electronic mail address, if any,” with “valid electronic mail address”, by adding new Subdiv. (5) re limited partnership's North American Industry System Classification Code and by redesignating existing Subdiv. (5) as Subdiv. (6) and amending same by making technical changes, effective January 1, 2025. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. Cited. 196 C. 270; 210 C. 71. Cited. 11 CA 404. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10a. Execution of certificates. (a) Each certificate required by this chapter to be filed in the office of the Secretary of the State shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners named therein; (2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; (3) A certificate of cancellation must be signed by all general partners; and (4) A certificate of merger or consolidation affecting a domestic limited partnership must be signed by at least one general partner of the domestic limited partnership. (b) Any person may sign a certificate by an attorney-in-fact. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of false statement that the facts stated therein are true. (P.A. 79-440, S. 10; P.A. 85-197, S. 1; P.A. 86-379, S. 3; P.A. 93-363, S. 17.) History: P.A. 85-197 amended Subsec. (c) by replacing “perjury” with “false statement”; P.A. 86-379 amended Subsec. (a) by specifying that original certificates must be signed by all “general” partners and that amended certificates must be signed by new “general” partners rather than by those whose contribution has been increased; P.A. 93-363 added Subsec. (a)(4) requiring signature of at least one general partner on certificate of merger or consolidation affecting domestic limited partnership. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10b. Filing requirements. (a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (1) Endorse on each copy the word “Filed” and the day, month and year of the filing thereof; and (2) File a signed copy in his office. (b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled. (c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded. (d) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-9 to 34-38u, inclusive, to be filed with the Secretary of the State. (P.A. 79-440, S. 12; P.A. 83-74, S. 1; P.A. 89-116, S. 2; P.A. 93-363, S. 19; P.A. 11-146, S. 6.) History: P.A. 83-74 permitted filing of one signed copy and one conformed copy in lieu of two signed copies; P.A. 89-116 amended Subsec. (a) by requiring two copies of any notice or other document permitted or required to be filed for limited partnership; P.A. 93-363 changed “two signed copies or one signed copy and one conformed copy” to “a signed copy” and added “or of any certificate of merger or consolidation” after “cancellation” and “or a certificate of merger or consolidation which acts as a certificate of cancellation” after “judicial decree thereof”; P.A. 11-146 added Subsec. (c) re authority of Secretary of the State for good cause to permit filing or recording of a photostatic or other photographic copy of a document in lieu of original instrument and the effect thereof and added Subsec. (d) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10c. Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of the State is notice that the partnership is a limited partnership and all persons designated therein as general partners are general partners and the persons designated therein as limited partners, if so designated, are limited partners, but it is not notice of any other fact. (P.A. 79-440, S. 14; P.A. 86-379, S. 4.) History: P.A. 86-379 specified that fact of filing signifies that general partners designated in certificate as such are general partners. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10d. Delivery of certificates to limited partners. Upon the return by the Secretary of the State pursuant to section 34-10b of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-13(1)-(3): “Sec. 34-13. Name. Sec. 34-13a. Reservation of name. Sec. 34-13b. Specified office and agent for service of process. Sec. 34-13c. Records to be kept. Sec. 34-13d. Interrogatories may be submitted by the Secretary of the State to any limited partnership as may be necessary to determine compliance under this chapter. Sec. 34-13e. Annual report. Sec. 34-13f. Failure to file report. Incorrect report. Sec. 34-14. Liability for false statement in certificates. Sec. 34-15. Liability of limited partners to third parties. Sec. 34-15a. Voting rights of limited partners. Sec. 34-15b. Voting rights of general partners. Sec. 34-16. Admission of additional limited partners. Sec. 34-17. General powers and liabilities of general partners. Sec. 34-17a. Admission of additional general partners. Sec. 34-18. Rights of limited partner. Sec. 34-19. Person erroneously believing himself a limited partner not a general partner, when. Sec. 34-20. Contributions and sharing in profits, losses and distributions by general partners. Rights, powers, restrictions and liabilities of general partners who are also limited partners. Sec. 34-20a. Sharing of profits and losses by partners. Sec. 34-20b. Distributions and allocation of cash or other assets to partners. Sec. 34-20c. Distributions in cash to partner; distributions in kind, when permitted. Sec. 34-20d. Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof. Sec. 34-20e. Partner's right to distribution. Sec. 34-21. Business transactions of partner with partnership. Secs. 34-22 and 34-23. Priority among limited partners. Payment of compensation to limited partners. Sec. 34-24. Limitation on amount of distribution. Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when. Sec. 34-25a. Liability of partner upon return of any part of his contribution. Sec. 34-26. Nature of partnership interest. Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest. Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. Sec. 34-27b. Withdrawal of general partner; damages. Sec. 34-27c. Withdrawal of limited partner; notice. Sec. 34-27d. Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership. Sec. 34-28. Person ceases to be general partner, when. Sec. 34-28a. Nonjudicial dissolution of limited partnership. Sec. 34-28b. Judicial dissolution of limited partnerships. Sec. 34-28c. Winding up of limited partnership. Sec. 34-29. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner. Sec. 34-30. Rights of judgment creditor to charge partnership interest of partner. Sec. 34-31. Order of distribution of assets upon winding up of limited partnership. Sec. 34-32. Amendment of certificate. Sec. 34-32a. Cancellation of certificate. Sec. 34-32b. Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service. Sec. 34-32c. Reinstatement after cancellation. Sec. 34-33. Amendment or cancellation of certificate by court order. Sec. 34-33a. Merger of limited partnerships. Sec. 34-33b. Consolidation of limited partnerships. Sec. 34-33c. Approval of plan of merger or consolidation by general and limited partners. Sec. 34-33d. Certificate of merger or consolidation. Sec. 34-33e. Effective date of merger or consolidation. Abandonment. Sec. 34-33f. Effect of merger or consolidation. Sec. 34-34. Contributor as party to proceedings affecting partnership. Sec. 34-34a. Derivative actions, right of action by limited partner. Sec. 34-34b. Derivative actions, proper plaintiff. Sec. 34-34c. Derivative actions, pleading. Sec. 34-34d. Derivative actions, expenses. Sec. 34-35. Citation of chapter. Sec. 34-36. Construction of chapter. Sec. 34-37. Applicability of the rules of law and equity. Sec. 34-38. Partnerships formed prior to October 1, 1979. Sec. 34-38a. Validation of certain certificates, amendments and cancellations thereof filed prior to October 1, 1979. Sec. 34-38b. Partnerships existing on October 1, 1986. Secs. 34-38c to 34-38e. Reserved Sec. 34-38f. Foreign limited partnerships, governing law. Sec. 34-38g. Foreign limited partnerships, registration with Secretary of the State. Sec. 34-38h. Foreign limited partnerships, issuance of registration by Secretary of the State. Sec. 34-38i. Foreign limited partnerships, name under which registered. Sec. 34-38j. Foreign limited partnerships, changes and amendments to registration. Sec. 34-38k. Foreign limited partnerships, cancellation of registration. Sec. 34-38l. Foreign limited partnerships, transaction of business without registration. Sec. 34-38m. Foreign limited partnerships, Attorney General authorized to bring action to restrain transaction of business. Sec. 34-38n. Fees payable to the Secretary of the State for limited partnership documents. Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state. Sec. 34-38p. Foreign limited partnerships. Appointment of agent for service of process. Sec. 34-38q. Foreign limited partnerships, service of process upon statutory agent. Sec. 34-38r. Limited amnesty for foreign limited partnerships transacting business without registration. Sec. 34-38s. Foreign limited partnerships. Annual report. Sec. 34-38t. Foreign limited partnerships. Failure to file report. Incorrect report. Sec. 34-38u. Foreign limited partnerships. Revocation of certificate of registration. ------------------------------------------------------------------------ Sec. 34-9. Definitions. As used in this chapter, unless the context otherwise requires: (1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. (2) “Certificate of limited partnership” means the certificate referred to in section 34-10 and the certificate as amended or restated. (3) “Consolidation” means a business combination pursuant to section 34-33b. (4) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. (5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission. (6) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u, inclusive. (7) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. (8) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 34-28. (9) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners. (10) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (11) “Interests” means the proprietary interests in an other entity. (12) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (13) “Limited partnership” and “domestic limited partnership” means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners. (14) “Merger” means a business combination pursuant to section 34-33a. (15) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity. (16) “Other entity” means any association or legal entity, other than a domestic or foreign limited partnership, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust. (17) “Partner” means a limited or general partner. (18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (20) “Party to a consolidation” means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation. (21) “Party to a merger” means any domestic or foreign limited partnership or other entity that will merge under a plan of merger. (22) “Person” means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation. (23) “Plan of merger” means a plan entered into pursuant to section 34-33a. (24) “Plan of consolidation” means a plan entered into pursuant to section 34-33b. (25) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature. (26) “State” means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. (27) “Survivor” means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated. (1961, P.A. 79, S. 1; 1972, P.A. 18; P.A. 79-440, S. 1; P.A. 84-158, S. 4, 5; P.A. 86-379, S. 1; P.A. 95-79, S. 128, 189; P.A. 03-18, S. 54; P.A. 11-146, S. 5.) History: 1972 act defined “persons”; P.A. 79-440 replaced previous provisions which had defined “limited partnership” and “person” only; P.A. 84-158 added Subsec. (1) defining “address”, relettered the remaining Subsecs. and amended the definition of “person” to include a foreign limited partnership; P.A. 86-379 redefined “address” to remove exception which had allowed use of mailing address by limited partner, redefined “certificate of limited partnership” to include restated certificates and redefined “limited partner” to delete requirement that limited partner be named as such in certificate of limited partnership; P.A. 95-79 redefined “person” to include a limited liability company, effective May 31, 1995; P.A. 03-18 added new Subdiv. (3) defining “consolidation”, redesignated existing Subdivs. (3) to (6) as Subdivs. (4) to (7), added new Subdiv. (8) defining “interests”, redesignated existing Subdivs. (7) and (8) as Subdivs. (9) and (10), added new Subdivs. (11) to (13) defining “merger”, “organizational documents” and “other entity”, redesignated existing Subdivs. (9) to (11) as Subdivs. (14) to (16), added new Subdivs. (17) and (18) defining “party to a consolidation” and “party to a merger”, redesignated existing Subdiv. (12) as Subdiv. (19), added new Subdivs. (20) and (21) defining “plan of merger” and “plan of consolidation”, redesignated existing Subdiv. (13) as Subdiv. (22), and added new Subdiv. (23) defining “survivor”, effective July 1, 2003; P.A. 11-146 added new Subdivs. (5), (6) and (7) defining “deliver” or “delivery”, “document” and “electronic transmission” or “electronically transmitted”, redesignated existing Subdivs. (5) to (21) as Subdivs. (8) to (24), added new Subdiv. (25) defining “sign” or “signature” and redesignated existing Subdivs. (22) and (23) as Subdivs. (26) and (27), effective January 1, 2012. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships in existence before October 1, 1986. Cited. 222 C. 361. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10. Formation of limited partnership; certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth: (1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b; (2) The name and address of the agent for service of process required to be maintained by section 34-13b; (3) The name and business address of each general partner; (4) The valid electronic mail address of the limited partnership; (5) The limited partnership's North American Industry Classification System Code; and (6) Any other matters the partners determine to include in the certificate. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. (1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A. 89-116, S. 1; P.A. 14-154, S. 11; P.A. 24-111, S. 5.) History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of secretary of the state; P.A. 77-144 required that certificate state “the right, if given, to do an act which would make it impossible to carry on the ordinary business of the partnership”; P.A. 79-356 required in Subsec. (1) that persons desiring to form limited partnership “acknowledge” rather than “swear to” certificate and added Subsec. (3) re filing by limited partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A. 86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116 amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of address of office of agent for service of process in Subsec. (a)(2); P.A. 14-154 amended Subsec. (a) to add Subdiv. (6) re electronic mail address of limited partnership, effective January 1, 2015; P.A. 24-111 amended Subsec. (a) by deleting former Subdiv. (4) re latest date upon which limited partnership is to dissolve, by redesignating existing Subdiv. (6) as Subdiv. (4) and amending same by replacing “electronic mail address, if any,” with “valid electronic mail address”, by adding new Subdiv. (5) re limited partnership's North American Industry System Classification Code and by redesignating existing Subdiv. (5) as Subdiv. (6) and amending same by making technical changes, effective January 1, 2025. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. Cited. 196 C. 270; 210 C. 71. Cited. 11 CA 404. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10a. Execution of certificates. (a) Each certificate required by this chapter to be filed in the office of the Secretary of the State shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners named therein; (2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; (3) A certificate of cancellation must be signed by all general partners; and (4) A certificate of merger or consolidation affecting a domestic limited partnership must be signed by at least one general partner of the domestic limited partnership. (b) Any person may sign a certificate by an attorney-in-fact. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of false statement that the facts stated therein are true. (P.A. 79-440, S. 10; P.A. 85-197, S. 1; P.A. 86-379, S. 3; P.A. 93-363, S. 17.) History: P.A. 85-197 amended Subsec. (c) by replacing “perjury” with “false statement”; P.A. 86-379 amended Subsec. (a) by specifying that original certificates must be signed by all “general” partners and that amended certificates must be signed by new “general” partners rather than by those whose contribution has been increased; P.A. 93-363 added Subsec. (a)(4) requiring signature of at least one general partner on certificate of merger or consolidation affecting domestic limited partnership. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10b. Filing requirements. (a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (1) Endorse on each copy the word “Filed” and the day, month and year of the filing thereof; and (2) File a signed copy in his office. (b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled. (c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded. (d) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-9 to 34-38u, inclusive, to be filed with the Secretary of the State. (P.A. 79-440, S. 12; P.A. 83-74, S. 1; P.A. 89-116, S. 2; P.A. 93-363, S. 19; P.A. 11-146, S. 6.) History: P.A. 83-74 permitted filing of one signed copy and one conformed copy in lieu of two signed copies; P.A. 89-116 amended Subsec. (a) by requiring two copies of any notice or other document permitted or required to be filed for limited partnership; P.A. 93-363 changed “two signed copies or one signed copy and one conformed copy” to “a signed copy” and added “or of any certificate of merger or consolidation” after “cancellation” and “or a certificate of merger or consolidation which acts as a certificate of cancellation” after “judicial decree thereof”; P.A. 11-146 added Subsec. (c) re authority of Secretary of the State for good cause to permit filing or recording of a photostatic or other photographic copy of a document in lieu of original instrument and the effect thereof and added Subsec. (d) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10c. Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of the State is notice that the partnership is a limited partnership and all persons designated therein as general partners are general partners and the persons designated therein as limited partners, if so designated, are limited partners, but it is not notice of any other fact. (P.A. 79-440, S. 14; P.A. 86-379, S. 4.) History: P.A. 86-379 specified that fact of filing signifies that general partners designated in certificate as such are general partners. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986. ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-10d. Delivery of certificates to limited partners. Upon the return by the Secretary of the State pursuant to section 34-10b of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise. (P.A. 79-440, S. 15.) ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-11. Authorized types of business. A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking or insurance. (1961, P.A. 79, S. 3.) ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-12. Form of contributions by partner. Section 34-12 is repealed. (1961, P.A. 79, S. 4; P.A. 79-440, S. 26; P.A. 85-197, S. 8.) ----------------------- ----------------------- ----------------------- (Return to Chapter (Return to (Return to Table of Contents) List of Chapters) List of Titles) ----------------------- ----------------------- ----------------------- Sec. 34-13. Name. The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain without abbreviation the words “limited partnership”; (2) May not contain the name of a limited partner unless it is also the name of a general partner or the business of the limited partnership had been carried on under that name before the admission of that limited partner; and (3) Shall be such as to distinguish it upon the records in the office of the Secretary of the State from the name of (A) any corporation, limited partnership or limited liability company organized under the laws of this state or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in this state, or (B) any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-13b(a)-(d): “Sec. 34-13b. Specified office and agent for service of process. (a) Each limited partnership shall continuously maintain in this state an office, which may but need not be a place of its business in this state, at which shall be kept the records required by section 34-13c to be maintained. (b) Each limited partnership shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: (1) A natural person who is a resident of this state; (2) a domestic corporation; (3) 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; (4) a domestic limited liability company; (5) 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; (6) a domestic registered limited liability partnership; (7) 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; (8) a domestic statutory trust; or (9) 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 limited partnership's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment. The initial written appointment of the statutory agent for service of process shall be included in the original certificate of limited partnership. All subsequent written appointments shall be in such form as the secretary shall prescribe. All written appointments shall set forth: (1) The name of the statutory agent for service; (2) a statement of acceptance by the statutory agent therein appointed; and (3) if the statutory agent is a natural person, the business and residence address thereof; if the statutory agent is a corporation organized under the laws of this state, the address of the principal office thereof; if the statutory agent is a corporation not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case the address shall include the street and number or other particular designation. Subsequent appointments shall, in addition, set forth the name of the limited partnership. (d) The initial written appointment shall be signed by the statutory agent therein appointed.” (official text; accessed September 23, 2026).

• Conn. Gen. Stat. § 34-38n(a)(2): “Sec. 34-38n. Fees payable to the Secretary of the State for limited partnership documents. (a) The Secretary of the State shall receive, for filing any document or certificate required to be filed under sections 34-10, 34-13a, 34-13e, 34-32, 34-32a, 34-32c, 34-38g and 34-38s, the following fees: (1) For reservation or cancellation of reservation of name, sixty dollars; (2) for a certificate of limited partnership and appointment of statutory agent, one hundred twenty dollars; (3) for a certificate of amendment, one hundred twenty dollars; (4) for a certificate of merger or consolidation, sixty dollars; (5) for a certificate of registration, one hundred twenty dollars; (6) for a change of agent or change of address of agent, twenty dollars; (7) for a certificate of reinstatement, one hundred twenty dollars; and (8) for an annual report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, eighty dollars.” (official text; accessed September 23, 2026).

• Connecticut Business, Limited Partnerships Forms and Fees: “Certificate of Limited Partnership - no form available. $120” (official fee table; accessed September 23, 2026).