Connecticut Limited Partnership Agreement

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________], LP

A Connecticut Limited Partnership

This Limited Partnership Agreement (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned General Partner(s) and Limited Partner(s) (collectively, the "Partners"), as identified in Schedule A attached hereto and incorporated herein by reference.

RECITALS

WHEREAS, the Partners desire to form a limited partnership (the "Partnership") under and pursuant to the Connecticut Uniform Limited Partnership Act, Conn. Gen. Stat. § 34-9 et seq. (Chapter 610) (the "Act"), for the purposes set forth herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Connecticut Secretary of the State in accordance with Conn. Gen. Stat. § 34-10;

WHEREAS, the Partners desire to set forth in this Agreement their respective rights, duties, obligations, and responsibilities with respect to the Partnership;

WHEREAS, the General Partner(s) shall assume full personal liability for the debts and obligations of the Partnership pursuant to Conn. Gen. Stat. § 34-17, and the Limited Partner(s) shall enjoy limited liability as provided under Conn. Gen. Stat. § 34-15; and

WHEREAS, the Partners intend this Agreement to constitute the complete agreement among the Partners governing the internal affairs of the Partnership, except as otherwise provided by mandatory provisions of the Act.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 - Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Connecticut Uniform Limited Partnership Act, Conn. Gen. Stat. § 34-9 et seq. (Chapter 610), as amended from time to time.

(b) "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

(c) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(d) "Agreement" means this Limited Partnership Agreement, as amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof.

(e) "Assignee" means a Person to whom a Partnership Interest has been transferred but who has not been admitted as a Partner pursuant to this Agreement.

(f) "Bankruptcy" means, with respect to any Person, (i) the filing by such Person of a voluntary petition in bankruptcy under Title 11 of the United States Code or any successor statute; (ii) the filing of an involuntary petition in bankruptcy against such Person that is not dismissed within ninety (90) days; (iii) the appointment of a receiver, trustee, or liquidator of any substantial part of the properties of such Person; or (iv) the making by such Person of a general assignment for the benefit of creditors.

(g) "Capital Account" means the capital account maintained for each Partner in accordance with Section 3.4 of this Agreement.

(h) "Capital Contribution" means, with respect to any Partner, the aggregate amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by such Partner.

(i) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 34-10, as amended from time to time.

(j) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(k) "Distributable Cash" means, with respect to any period, the excess, if any, of (i) all cash receipts of the Partnership from all sources during such period over (ii) all cash disbursements of the Partnership during such period (including debt service payments, capital expenditures, and reasonable reserves as determined by the General Partner).

(l) "Distribution" means any distribution of Distributable Cash or other assets to the Partners in accordance with Article IV.

(m) "Fiscal Year" means the taxable year of the Partnership, which shall be the calendar year unless otherwise required by the Code or selected by the General Partner.

(n) "General Partner" means each Person identified as a General Partner in Schedule A, and any Person admitted as a substituted or additional General Partner in accordance with this Agreement, for so long as such Person remains a General Partner.

(o) "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv).

(p) "Limited Partner" means each Person identified as a Limited Partner in Schedule A, and any Person admitted as a substituted or additional Limited Partner in accordance with this Agreement, for so long as such Person remains a Limited Partner.

(q) "Majority in Interest" means Partners whose aggregate Percentage Interests exceed fifty percent (50%) of the total Percentage Interests of all Partners (or, if specified, of all Partners within a particular class).

(r) "Net Profits" and "Net Losses" mean, for each Fiscal Year, an amount equal to the Partnership's taxable income or loss for such period, determined in accordance with Code Section 703(a), with adjustments as set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).

(s) "Partner" means a General Partner or a Limited Partner.

(t) "Partnership" means the Connecticut limited partnership formed pursuant to this Agreement and the Certificate.

(u) "Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the right to share in Net Profits, Net Losses, Distributions, and all other benefits of Partner status as provided in this Agreement and the Act.

(v) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Schedule A, as adjusted from time to time.

(w) "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated organization, association, or other entity.

(x) "Secretary of the State" means the Connecticut Secretary of the State.

(y) "Transfer" means any sale, assignment, transfer, exchange, mortgage, pledge, hypothecation, grant of a security interest, or other disposition or encumbrance, whether voluntary or involuntary, by operation of law or otherwise.

(z) "Treasury Regulations" means the Income Tax Regulations, including temporary regulations, promulgated under the Code.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 - Formation. The Partnership has been or shall be formed as a limited partnership under and pursuant to the Act upon the filing of the Certificate with the Secretary of the State in accordance with Conn. Gen. Stat. § 34-10. The Certificate shall be executed as required by Conn. Gen. Stat. § 34-10a. The General Partner shall execute, deliver, and file any amendments to the Certificate and any other documents as may be required under the Act.

Section 2.2 - Name. The name of the Partnership shall be:

[________________________________], LP

The Partnership's business shall be conducted under such name or such other name(s) as the General Partner may determine, provided that such name complies with the requirements of Conn. Gen. Stat. § 34-13. The name of the Partnership shall contain the words "Limited Partnership" or the abbreviation "LP" or "L.P." and shall not be the same as or deceptively similar to the name of any other entity registered with the Secretary of the State.

Section 2.3 - Reservation of Name. The General Partner may reserve the name of the Partnership prior to filing the Certificate by complying with Conn. Gen. Stat. § 34-13a.

Section 2.4 - Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal office from time to time, with written notice to all Partners within thirty (30) days after such change.

Section 2.5 - Specified Office and Agent for Service of Process. Pursuant to Conn. Gen. Stat. § 34-13b, the Partnership shall continuously maintain in Connecticut:

(a) An office, which may but need not be a place of its business in Connecticut, at the following address:

[________________________________]
[________________________________]

(b) An agent for service of process on the Partnership:

Name: [________________________________]
Address: [________________________________]

The agent must be either a natural person whose business office is located in Connecticut or a domestic or foreign corporation, limited liability company, or limited partnership authorized to transact business in Connecticut.

Section 2.6 - Purpose. The purpose of the Partnership shall be to:

[________________________________]
[________________________________]

and to engage in any and all activities incidental or related thereto, and any other lawful business purpose permitted under Conn. Gen. Stat. § 34-11, as determined by the General Partner from time to time.

Section 2.7 - Term. The Partnership shall commence on the date the Certificate is filed with the Secretary of the State and shall continue until dissolved in accordance with Article VIII of this Agreement and the Act.

Section 2.8 - Certificate of Limited Partnership. The Certificate shall be filed with the Secretary of the State in accordance with Conn. Gen. Stat. § 34-10 and the filing requirements of Conn. Gen. Stat. § 34-10b. The Certificate shall set forth:

(a) The name of the Partnership;
(b) The address of the specified office and the name and address of the agent for service of process as required by Conn. Gen. Stat. § 34-13b;
(c) The name and business address of each General Partner;
(d) The latest date upon which the Partnership is to dissolve (if applicable); and
(e) Any other matters the General Partners determine to include.

The General Partner shall file any amendments to the Certificate as required by Conn. Gen. Stat. § 34-32. The filing of the Certificate serves as constructive notice of the Partnership's existence as provided in Conn. Gen. Stat. § 34-10c.

Section 2.9 - Delivery of Certificates. In accordance with Conn. Gen. Stat. § 34-10d, the General Partner shall deliver a copy of the Certificate and each amendment thereto to each Limited Partner, unless otherwise provided in this Agreement.

Section 2.10 - Annual Report. The Partnership shall file an annual report with the Secretary of the State in accordance with Conn. Gen. Stat. § 34-13e. Failure to file the annual report may result in cancellation of the Certificate by forfeiture pursuant to Conn. Gen. Stat. § 34-32b. The General Partner shall be responsible for the timely filing of all annual reports and payment of associated fees.

Section 2.11 - Qualification in Other Jurisdictions. The General Partner shall cause the Partnership to be qualified, formed, or registered in any jurisdiction in which the Partnership transacts business and in which such qualification is required.

ARTICLE III: CAPITAL CONTRIBUTIONS

Section 3.1 - Initial Capital Contributions. Each Partner shall make an initial Capital Contribution to the Partnership in the amount and form set forth opposite such Partner's name in Schedule A. Initial Capital Contributions shall be made on or before [__/__/____]. Capital Contributions may be made in the form of cash, property, services rendered, a promissory note, or other obligation to contribute cash or property or to perform services, as permitted by Conn. Gen. Stat. § 34-12.

Section 3.2 - Additional Capital Contributions.

(a) No Partner shall be required to make any additional Capital Contributions beyond the initial Capital Contribution set forth in Schedule A, except as follows:

☐ No additional Capital Contributions are required or permitted.

☐ Additional Capital Contributions may be made with the prior written consent of the General Partner.

☐ The General Partner may call for additional Capital Contributions upon [____] days' written notice to all Partners, subject to the following limitations: [________________________________].

(b) A Partner's obligation to contribute is enforceable under Conn. Gen. Stat. § 34-25, which provides that a partner is obligated to the partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability, or any other reason.

(c) If any Partner fails to make a required additional Capital Contribution, the General Partner may, in its sole discretion:

(i) Permit the other Partners to make additional Capital Contributions proportionate to their Percentage Interests, with a corresponding adjustment to all Partners' Percentage Interests;

(ii) Cause the Partnership to borrow funds on commercially reasonable terms;

(iii) Reduce the defaulting Partner's Percentage Interest in accordance with a formula determined by the General Partner; or

(iv) Exercise any other remedy available under this Agreement or applicable law.

Section 3.3 - Return of Capital Contributions. Except as otherwise provided in this Agreement or as required by the Act, no Partner shall have the right to withdraw or receive any return of such Partner's Capital Contribution. A Partner is not entitled to demand or receive property other than cash in return for a contribution except as provided in Conn. Gen. Stat. § 34-20c regarding distributions in kind.

Section 3.4 - Capital Accounts.

(a) A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(i) Credited with the amount of such Partner's Capital Contributions, allocable share of Net Profits, and any items of income or gain specially allocated under this Agreement;

(ii) Debited with the amount of Distributions to such Partner, allocable share of Net Losses, and any items of deduction or loss specially allocated under this Agreement.

(b) These provisions and other provisions relating to Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted accordingly.

(c) Upon Transfer of a Partnership Interest, the transferor's Capital Account shall become the transferee's Capital Account to the extent related to the transferred interest, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 3.5 - No Interest on Capital. No Partner shall be entitled to receive interest on any Capital Contribution or on the balance in such Partner's Capital Account, unless otherwise unanimously agreed in writing.

Section 3.6 - Loans by Partners. Any Partner may, with the General Partner's prior written consent, make loans to the Partnership. Loans shall not constitute Capital Contributions and shall not increase the lending Partner's Capital Account or Percentage Interest. Terms of such loans shall be determined by the General Partner and lending Partner, subject to the provisions of Conn. Gen. Stat. § 34-21 regarding business transactions of partners with the partnership.

Section 3.7 - Liability upon Return of Contribution. If a Partner has received the return of any part of the Partner's contribution, the Partner is liable to the Partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the Partnership's liabilities to creditors who extended credit during the period the contribution was held by the Partnership, as provided in Conn. Gen. Stat. § 34-25a.

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 - Allocation of Net Profits and Net Losses.

(a) Net Profits. Except as otherwise provided in this Article IV, Net Profits for each Fiscal Year shall be allocated among the Partners as provided in this Agreement and in accordance with Conn. Gen. Stat. § 34-20a. The default allocation under the Act provides that profits shall be allocated on the basis of the value (as stated in the Partnership records) of the contributions made by each partner to the extent they have been received by the Partnership and have not been returned. The Partners agree to the following allocation:

☐ In accordance with Percentage Interests as set forth in Schedule A.

☐ In accordance with the allocation percentages set forth in Schedule B.

☐ Other: [________________________________].

(b) Net Losses. Net Losses for each Fiscal Year shall be allocated among the Partners in the same manner as Net Profits; provided, however, that Net Losses shall not be allocated to any Partner to the extent that such allocation would cause or increase an Adjusted Capital Account Deficit for such Partner.

(c) Reallocation. Any Net Losses that cannot be allocated to a Partner pursuant to Section 4.1(b) shall be allocated to the other Partners in proportion to their Percentage Interests, subject to the same limitation.

Section 4.2 - Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner to eliminate the Adjusted Capital Account Deficit as quickly as possible.

(b) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain during any Fiscal Year, each Partner with a share of such minimum gain shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions for any Fiscal Year shall be allocated among the Partners in accordance with their Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss with respect to the related liability.

(f) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the adjustment shall be treated as an item of gain or loss and allocated in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 4.3 - Tax Allocations.

(a) For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated consistently with allocations under Sections 4.1 and 4.2.

(b) In accordance with Code Section 704(c), income, gain, loss, and deduction with respect to contributed property shall be allocated for tax purposes to account for the variation between adjusted tax basis and initial Gross Asset Value.

(c) The General Partner shall select any permissible method under Treasury Regulations Section 1.704-3 for Code Section 704(c) allocations.

Section 4.4 - Distributions.

(a) Timing and Amount. Distributable Cash shall be distributed at such times and in such amounts as the General Partner shall determine in its reasonable discretion, in accordance with Conn. Gen. Stat. § 34-20b and § 34-20d.

(b) Distribution Waterfall. Subject to applicable law and loan agreement requirements, Distributable Cash shall be distributed in the following order:

(i) First, to the Partners in proportion to any accrued but unpaid preferred return as set forth in Schedule B, if applicable;

(ii) Second, to the Partners in proportion to unreturned Capital Contributions;

(iii) Third, the balance to the Partners in accordance with their respective Percentage Interests.

(c) Limitation on Distributions. No Distribution shall be made to a Partner if, after giving effect to such Distribution, the liabilities of the Partnership (other than liabilities to Partners on account of their Partnership Interests) exceed the fair value of the Partnership's assets, as provided in Conn. Gen. Stat. § 34-24.

(d) Partner's Right to Distribution. At the time a Partner becomes entitled to receive a Distribution, the Partner has the status of, and is entitled to all remedies available to, a creditor of the Partnership with respect to such Distribution, as provided in Conn. Gen. Stat. § 34-20e.

(e) Withholding. The Partnership shall withhold from any Distribution any amounts required under applicable federal, state, or local tax law. Withheld amounts shall be treated as distributed to the relevant Partner.

(f) Distributions in Kind. Distributions in kind shall be made only with the General Partner's consent. Property distributed in kind shall be valued at fair market value, and Capital Accounts shall be adjusted as if such property had been sold at fair market value and the proceeds distributed, in accordance with Conn. Gen. Stat. § 34-20c.

ARTICLE V: MANAGEMENT AND OPERATIONS

Section 5.1 - General Partner Authority. The General Partner shall have full, exclusive, and complete authority to manage, control, and operate the business and affairs of the Partnership, in accordance with Conn. Gen. Stat. § 34-17. The General Partner shall have all the rights, powers, and obligations of a general partner as provided in the Act, including the power and authority to:

(a) Execute, deliver, and perform contracts, agreements, and other instruments on behalf of the Partnership;

(b) Open, maintain, and close bank accounts and other financial accounts;

(c) Borrow money and execute promissory notes, mortgages, deeds of trust, security agreements, and other financing documents on behalf of the Partnership;

(d) Acquire, hold, manage, lease, improve, and dispose of real and personal property;

(e) Hire, retain, and discharge employees, contractors, agents, attorneys, accountants, and other professionals;

(f) Commence, prosecute, defend, and settle legal claims and proceedings;

(g) Make elections under the Code and applicable state tax laws;

(h) Establish reserves for Partnership expenses, liabilities, and contingencies;

(i) Invest Partnership funds temporarily;

(j) Execute and file the Certificate and any amendments; and

(k) Take all other actions necessary or incidental to the accomplishment of the Partnership's purposes.

Section 5.2 - Actions Requiring Limited Partner Approval. Notwithstanding Section 5.1, the General Partner shall not take any of the following actions without the prior written consent of a Majority in Interest of the Limited Partners:

(a) Sell, exchange, lease, or otherwise dispose of all or substantially all of the Partnership's assets;

(b) Merge or consolidate the Partnership with another entity pursuant to Conn. Gen. Stat. § 34-33a et seq.;

(c) Admit additional General Partners pursuant to Conn. Gen. Stat. § 34-17a;

(d) Amend this Agreement except as provided in Section 11.1;

(e) Voluntarily dissolve the Partnership;

(f) Incur indebtedness in excess of $[________________________________];

(g) Enter into any transaction with an Affiliate of the General Partner on terms not at arm's length;

(h) File a petition in bankruptcy on behalf of the Partnership;

(i) Convert the Partnership to another type of entity; or

(j) Take any other action that the Act requires the consent of the Limited Partners.

Section 5.3 - Limited Partner Rights and Limitations.

(a) Limited Liability. No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership solely by reason of being a Limited Partner, as provided in Conn. Gen. Stat. § 34-15. A Limited Partner is liable to the Partnership only to the extent of the amount of the Limited Partner's Capital Contribution that the Limited Partner is obligated to make under this Agreement.

(b) Control Limitation. Pursuant to Conn. Gen. Stat. § 34-15, if a Limited Partner participates in the control of the business, such Limited Partner may be held personally liable to persons who transact business with the Partnership reasonably believing, based upon the Limited Partner's conduct, that the Limited Partner is a General Partner, but only with respect to a transaction in which the Limited Partner so participated.

(c) Safe Harbor Activities. The following activities shall not constitute participation in control of the business for purposes of Conn. Gen. Stat. § 34-15:

(i) Being a contractor for or agent or employee of the Partnership or of a General Partner;
(ii) Consulting with and advising a General Partner regarding the business of the Partnership;
(iii) Acting as surety for the Partnership;
(iv) Voting on matters specified in this Agreement or the Act;
(v) Approving or disapproving an amendment to the Partnership Agreement;
(vi) Winding up the Partnership pursuant to Article VIII;
(vii) Exercising rights or powers permitted to Limited Partners under the Act.

(d) Information Rights. Each Limited Partner shall have the right to inspect and copy the Partnership's books and records as provided in Conn. Gen. Stat. § 34-18, including:

(i) A current list of partners' names and addresses;
(ii) A copy of the Certificate and amendments;
(iii) Copies of the Partnership's federal, state, and local income tax returns for the three most recent years;
(iv) Copies of this Agreement, including amendments; and
(v) Financial statements for the three most recent years.

Section 5.4 - Voting.

(a) Limited Partners shall have voting rights as provided in Conn. Gen. Stat. § 34-15a. Each Partner's vote shall be weighted in proportion to such Partner's Percentage Interest unless otherwise specified.

(b) General Partners shall have voting rights as provided in Conn. Gen. Stat. § 34-15b.

(c) Any action requiring Partner consent may be taken at a meeting or by written consent signed by the required Partners.

Section 5.5 - Meetings.

(a) The General Partner may call a meeting at any time and shall call a meeting upon the written request of Limited Partners holding at least twenty-five percent (25%) of the total Percentage Interests of all Limited Partners.

(b) Written notice of each meeting shall be given to all Partners at least fifteen (15) days prior, stating the date, time, place, and purpose.

(c) A quorum shall consist of Partners holding more than fifty percent (50%) of the total Percentage Interests. Actions at a meeting at which a quorum is present shall be approved by a Majority in Interest of the Partners present, unless a different vote is required.

Section 5.6 - Officers. The General Partner may designate officers of the Partnership (including President, Vice President, Secretary, and Treasurer) with such duties and authority as the General Partner determines. Officers serve at the pleasure of the General Partner.

Section 5.7 - Compensation of General Partner. The General Partner shall be entitled to a management fee of $[________________________________] per [________________________________] (or [____]% of [________________________________]) for services rendered, payable [________________________________]. The General Partner shall also be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in managing the Partnership.

Section 5.8 - Duty of Care and Fiduciary Duties. The General Partner shall have the rights, powers, and obligations of a general partner under Conn. Gen. Stat. § 34-17, including the fiduciary duties owed to the Partnership and the Limited Partners. The General Partner shall act in good faith and with the care that an ordinarily prudent person would exercise in a similar position.

Section 5.9 - Business Transactions with Partners. A General Partner or any Affiliate may transact business with the Partnership, subject to Conn. Gen. Stat. § 34-21, provided that such transactions are fair, reasonable, and disclosed to the Limited Partners.

ARTICLE VI: TRANSFER OF PARTNERSHIP INTERESTS

Section 6.1 - Restrictions on Transfer.

(a) No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article VI and the Act.

(b) Any attempted Transfer in violation of this Article VI shall be null and void.

(c) No Transfer shall be made if it would:

(i) Violate applicable federal, state, or local law, including securities laws;

(ii) Result in the termination of the Partnership under Code Section 708;

(iii) Cause the Partnership to be treated as a publicly traded partnership under Code Section 7704; or

(iv) Cause the Partnership to be required to register under the Investment Company Act of 1940.

Section 6.2 - Nature of Partnership Interest. A Partnership Interest is personal property as provided in Conn. Gen. Stat. § 34-26. The Partnership Interest of a Partner is assignable in whole or in part as provided in Conn. Gen. Stat. § 34-27.

Section 6.3 - Assignment of Partnership Interest.

(a) An assignment of a Partnership Interest does not dissolve the Partnership and does not entitle the assignee to become or exercise the rights of a Partner, in accordance with Conn. Gen. Stat. § 34-27. An assignee is entitled only to receive the distributions and allocations of income, gain, loss, deduction, and credit attributable to the assigned interest.

(b) Until an Assignee is admitted as a substitute Partner, the assigning Partner shall continue to have all other rights and obligations of a Partner under this Agreement and the Act, except that the assigning Partner shall have no right to receive Distributions or allocations with respect to the assigned interest.

Section 6.4 - Right of First Refusal.

(a) If any Partner (the "Selling Partner") receives a bona fide written offer from a third party (the "Proposed Transferee") to purchase all or any portion of the Selling Partner's Partnership Interest, the Selling Partner shall give written notice (the "Offer Notice") to the Partnership and the other Partners, including the terms and identity of the Proposed Transferee.

(b) Within thirty (30) days after receipt of the Offer Notice, the Partnership (or the remaining Partners in proportion to their Percentage Interests) shall have the right to purchase the offered interest on the same terms.

(c) If the right of first refusal is not exercised within the thirty (30) day period, the Selling Partner may consummate the Transfer within sixty (60) days on terms no more favorable to the Proposed Transferee than those in the Offer Notice.

(d) If the Transfer is not consummated within such sixty (60) day period, the right to Transfer shall expire and any subsequent Transfer shall be subject to this Article VI.

Section 6.5 - Permitted Transfers. Notwithstanding Section 6.4, a Partner may Transfer all or part of such Partner's Partnership Interest without compliance with the right of first refusal to:

(a) A revocable living trust of which such Partner is the trustee and primary beneficiary;

(b) The spouse, lineal descendants, or parents of such Partner (or trusts for their benefit);

(c) In the case of an entity Partner, any Affiliate; or

(d) Any other existing Partner.

Permitted Transfers require written notice to the General Partner and are subject to Section 6.1(c).

Section 6.6 - Admission of Substitute Partners.

(a) An Assignee of a Partnership Interest may become a substitute Limited Partner only if the General Partner consents in writing and the conditions of Conn. Gen. Stat. § 34-27a are satisfied.

(b) As a condition of admission, the proposed substitute Partner shall execute a counterpart of this Agreement or such other instruments as the General Partner may require.

Section 6.7 - Admission of Additional Partners. Additional General Partners may be admitted only with the written consent of all existing Partners, as provided in Conn. Gen. Stat. § 34-17a. Additional Limited Partners may be admitted with the General Partner's written consent, as provided in Conn. Gen. Stat. § 34-16.

Section 6.8 - Rights of Creditors. A judgment creditor of a Partner may obtain a charging order against such Partner's Partnership Interest in accordance with Conn. Gen. Stat. § 34-30. A charging order constitutes a lien on the judgment debtor's Partnership Interest.

Section 6.9 - Deceased or Incapacitated Partners. Upon the death or legal incapacity of a Partner who is an individual, such Partner's legal representative shall have the rights and obligations of an Assignee under Conn. Gen. Stat. § 34-29.

ARTICLE VII: WITHDRAWAL AND REMOVAL

Section 7.1 - Withdrawal of General Partner.

(a) A General Partner may withdraw from the Partnership at any time by giving written notice to all Limited Partners in accordance with the provisions of this Agreement and Conn. Gen. Stat. § 34-27b. Unless otherwise specified in this Agreement, a General Partner shall provide at least ninety (90) days' written notice prior to withdrawal.

(b) If a General Partner withdraws in violation of this Agreement, such General Partner shall be liable to the Partnership and the other Partners for damages caused by such breach, in addition to other available remedies, as provided in Conn. Gen. Stat. § 34-27b.

(c) A Person ceases to be a General Partner upon the occurrence of any event described in Conn. Gen. Stat. § 34-28, including:

(i) The General Partner's withdrawal pursuant to Section 7.1(a);
(ii) Removal by the Partners pursuant to Section 7.2;
(iii) Cessation of the General Partner's membership as specified in Conn. Gen. Stat. § 34-27;
(iv) Bankruptcy of the General Partner;
(v) Death of the General Partner (if an individual);
(vi) Dissolution or termination of the General Partner (if an entity);
(vii) Assignment of all the General Partner's Partnership Interest; or
(viii) Any other event specified in this Agreement or the Act.

Section 7.2 - Removal of General Partner.

(a) A General Partner may be removed upon the affirmative vote of Limited Partners holding at least [____]% of the total Percentage Interests of all Limited Partners, for cause including:

(i) Material breach of this Agreement that remains uncured for thirty (30) days after written notice;
(ii) Willful misconduct, fraud, or gross negligence;
(iii) Bankruptcy of the General Partner; or
(iv) Such other grounds as specified in this Agreement.

(b) Upon removal, the removed General Partner shall be entitled to receive the fair value of such Partner's Partnership Interest within a reasonable time.

Section 7.3 - Withdrawal of Limited Partner.

(a) A Limited Partner may withdraw from the Partnership upon at least six (6) months' prior written notice to the General Partner, or upon such other terms as provided in this Agreement, in accordance with Conn. Gen. Stat. § 34-27c.

(b) If the Partnership Agreement does not specify a date or the events upon which a Limited Partner may withdraw or a definite time for dissolution of the Partnership, a Limited Partner may withdraw upon not less than six months' prior written notice.

Section 7.4 - Distribution upon Withdrawal.

(a) Upon withdrawal, a withdrawing Partner shall be entitled to receive the fair value of such Partner's Partnership Interest as of the date of withdrawal, as provided in Conn. Gen. Stat. § 34-27d.

(b) Fair value shall be determined by the General Partner in good faith, taking into account the Partner's Capital Account balance, the fair market value of the Partnership's assets, and other relevant factors. If disputed, the parties shall engage an independent appraiser.

(c) Payment may be made in cash or by promissory note over a period not to exceed [____] years with interest at [____]% per annum, or a combination thereof.

(d) If the Partnership cannot make the distribution without causing the Partnership's liabilities (other than liabilities to partners) to exceed the fair value of Partnership assets, the withdrawing Partner shall remain a creditor of the Partnership with respect to the unpaid amount.

ARTICLE VIII: DISSOLUTION AND WINDING UP

Section 8.1 - Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following, in accordance with Conn. Gen. Stat. § 34-28a:

(a) At the time specified in the Certificate, if a dissolution date is stated therein;

(b) Upon the occurrence of events specified in this Agreement;

(c) The unanimous written consent of all Partners;

(d) The withdrawal of a General Partner (unless, within ninety (90) days after such withdrawal, all remaining Partners agree in writing to continue the Partnership and to appoint one or more substitute General Partners);

(e) The entry of a decree of judicial dissolution pursuant to Conn. Gen. Stat. § 34-28b upon application by or for a Partner on grounds that it is not reasonably practicable to carry on the business in conformity with this Agreement; or

(f) As otherwise required by the Act or other applicable law.

Section 8.2 - Continuation After Withdrawal of General Partner. Upon the withdrawal, removal, death, dissolution, or Bankruptcy of the last remaining General Partner, the Partnership shall not dissolve if, within ninety (90) days, all remaining Limited Partners agree in writing to continue the Partnership and to appoint one or more substitute General Partners.

Section 8.3 - Winding Up.

(a) Upon dissolution, the General Partner (or, if no General Partner remains, a Person designated by a Majority in Interest of the Limited Partners) shall wind up the Partnership's affairs in accordance with Conn. Gen. Stat. § 34-28c.

(b) During winding up, the person conducting the winding up shall:

(i) Collect all assets and receivables;
(ii) Pay or provide for all debts, obligations, and liabilities;
(iii) Distribute remaining assets to the Partners in accordance with Section 8.4;
(iv) File a Certificate of Cancellation with the Secretary of the State pursuant to Conn. Gen. Stat. § 34-32a; and
(v) Take all other necessary actions to wind up the Partnership's affairs.

(c) The Partnership continues during winding up only for the purpose of winding up its affairs.

Section 8.4 - Distribution Upon Liquidation.

(a) Upon winding up and liquidation, the Partnership's assets shall be distributed in the following order, in accordance with Conn. Gen. Stat. § 34-31:

(i) First, to creditors (including Partners who are creditors, to the extent permitted by law) in satisfaction of liabilities other than liabilities for Distributions to Partners under Conn. Gen. Stat. § 34-20d or § 34-27d;

(ii) Second, to Partners and former Partners in satisfaction of liabilities for Distributions previously due under Conn. Gen. Stat. § 34-20d or § 34-27d;

(iii) Third, to Partners for the return of their Capital Contributions; and

(iv) Fourth, to Partners in accordance with their Partnership Interests in the proportions in which they share in Distributions.

(b) No Limited Partner shall be required to make any additional contribution upon dissolution, except to the extent of unpaid Capital Contribution obligations under this Agreement.

Section 8.5 - Certificate of Cancellation. Upon the completion of winding up, the General Partner (or the person conducting the winding up) shall file a Certificate of Cancellation with the Secretary of the State in accordance with Conn. Gen. Stat. § 34-32a.

Section 8.6 - Reinstatement After Cancellation. If the Certificate has been cancelled by forfeiture under Conn. Gen. Stat. § 34-32b, the Partnership may be reinstated by filing for reinstatement in accordance with Conn. Gen. Stat. § 34-32c and paying all required fees and penalties.

ARTICLE IX: BOOKS, RECORDS, AND ACCOUNTING

Section 9.1 - Books and Records. The Partnership shall maintain at its specified Connecticut office the books and records required by Conn. Gen. Stat. § 34-13c, including:

(a) A current list of the full name and last known address of each Partner, separately identifying General Partners and Limited Partners;

(b) A copy of the Certificate and all amendments;

(c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;

(d) Copies of this Agreement, including amendments;

(e) Financial statements of the Partnership for the three (3) most recent Fiscal Years;

(f) A writing setting forth the amount of cash and a description and statement of the agreed value of other property or services contributed by each Partner and the times at which additional contributions agreed to be made by each Partner are to be made;

(g) A writing setting forth the right of a Partner to receive distributions; and

(h) Such other books, records, and information as the General Partner deems necessary or advisable.

Section 9.2 - Inspection Rights. Each Partner shall have the right, upon reasonable notice and at such Partner's expense, to inspect and copy the books and records of the Partnership during normal business hours, as provided in Conn. Gen. Stat. § 34-18.

Section 9.3 - Interrogatories. The Secretary of the State may propound interrogatories to the Partnership regarding its compliance with the Act in accordance with Conn. Gen. Stat. § 34-13d. The General Partner shall cause the Partnership to respond to any such interrogatories.

Section 9.4 - Fiscal Year. The Fiscal Year of the Partnership shall be:

☐ The calendar year (January 1 through December 31)

☐ A fiscal year ending on [________________________________]

unless a different Fiscal Year is required by the Code.

Section 9.5 - Accounting Method. The books and records shall be maintained on the:

☐ Cash basis of accounting

☐ Accrual basis of accounting

in accordance with generally accepted accounting principles consistently applied, or such other method as may be required or permitted by the Code.

Section 9.6 - Tax Returns and Elections.

(a) The General Partner shall cause the Partnership to prepare and timely file all required federal, state, and local income tax returns, including IRS Form 1065 (U.S. Return of Partnership Income) and Connecticut Form CT-1065/CT-1120 SI (Connecticut Pass-Through Entity Tax Return).

(b) Within ninety (90) days after the close of each Fiscal Year, the General Partner shall furnish each Partner a Schedule K-1 and applicable Connecticut schedules.

(c) The General Partner shall serve as (or designate) the "Tax Matters Partner" or "Partnership Representative" and shall have authority to make tax elections on behalf of the Partnership, including elections under Code Sections 754 and 1033.

(d) Connecticut Pass-Through Entity Tax. The General Partner shall evaluate and, if advisable, make an election for the Partnership to pay the Connecticut pass-through entity tax pursuant to Conn. Gen. Stat. § 12-699, which may provide a state and local tax deduction benefit to the Partners. The General Partner shall consult with the Partnership's tax advisors regarding this election.

Section 9.7 - Bank Accounts. All Partnership funds shall be deposited in accounts maintained in the Partnership's name. Withdrawals shall be authorized only by persons designated by the General Partner.

Section 9.8 - Annual Financial Reports. Within one hundred twenty (120) days after the close of each Fiscal Year, the General Partner shall provide to each Partner:

(a) A balance sheet as of the end of the Fiscal Year;
(b) An income statement for the Fiscal Year;
(c) A statement of each Partner's Capital Account balance;
(d) A summary of Distributions made during the Fiscal Year; and
(e) Such other information as the General Partner deems appropriate.

ARTICLE X: INDEMNIFICATION AND LIABILITY

Section 10.1 - Indemnification of General Partner.

(a) The Partnership shall indemnify and hold harmless the General Partner, and the General Partner's partners, members, directors, officers, employees, and agents (collectively, "Indemnified Persons"), to the fullest extent permitted by law, from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of acts or omissions in connection with the Partnership's business; provided, however, that no Indemnified Person shall be indemnified to the extent that the claim resulted from:

(i) Willful misconduct or knowing violation of law;
(ii) Fraud;
(iii) Gross negligence; or
(iv) Material breach of this Agreement.

(b) Indemnification rights are in addition to any other rights an Indemnified Person may have.

(c) Expenses may be advanced by the Partnership prior to final disposition upon receipt of an undertaking to repay if the Indemnified Person is ultimately found not entitled to indemnification.

Section 10.2 - Liability of General Partner.

(a) The General Partner shall be personally liable for the Partnership's debts, obligations, and liabilities as provided in Conn. Gen. Stat. § 34-17.

(b) The General Partner shall not be liable to the Partnership or any Partner for any loss unless caused by willful misconduct, fraud, or gross negligence.

Section 10.3 - Liability of Limited Partners.

(a) No Limited Partner shall be personally liable for any Partnership debt, obligation, or liability solely by reason of being a Limited Partner, as provided in Conn. Gen. Stat. § 34-15.

(b) A Limited Partner may be liable to the Partnership for unpaid Capital Contribution obligations under Conn. Gen. Stat. § 34-25.

(c) A Limited Partner who participates in the control of the business may be held liable to persons who transact business with the Partnership reasonably believing the Limited Partner is a General Partner, but only with respect to a transaction in which the Limited Partner participated, as provided in Conn. Gen. Stat. § 34-15.

Section 10.4 - Liability for False Statements. If any certificate or filing contains a false statement, any person who suffers loss by reliance on such statement may recover damages from any Partner who knew the statement to be false at the time of signing, as provided in Conn. Gen. Stat. § 34-14.

Section 10.5 - Insurance. The General Partner may cause the Partnership to purchase and maintain insurance against any liability asserted against or incurred by Partners, officers, employees, or agents in connection with the Partnership's business.

ARTICLE XI: MISCELLANEOUS

Section 11.1 - Amendments. This Agreement may be amended only by a written instrument signed by:

☐ All Partners

☐ The General Partner and a Majority in Interest of the Limited Partners

☐ Other: [________________________________]

An amendment to the Certificate shall be filed with the Secretary of the State as required by Conn. Gen. Stat. § 34-32. The General Partner may update Schedule A to reflect changes in Partners, Capital Contributions, and Percentage Interests without Limited Partner consent, provided such updates are made in accordance with this Agreement.

Section 11.2 - Notices. All notices, requests, demands, and other communications shall be in writing and shall be deemed given when:

(a) Delivered personally;
(b) Sent by certified or registered mail, return receipt requested, postage prepaid;
(c) Sent by nationally recognized overnight courier; or
(d) Sent by electronic mail (with confirmation of receipt),

to the address of each Partner set forth in Schedule A or such other address as designated by written notice.

Section 11.3 - Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, including the Act, without regard to conflict of laws principles.

Section 11.4 - Dispute Resolution.

(a) Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation conducted by a mutually agreed-upon mediator in Hartford, Connecticut. The parties shall share equally the costs of mediation.

(b) Arbitration. If mediation does not resolve the dispute within sixty (60) days, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, conducted in Hartford, Connecticut. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(c) Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(d) Attorneys' Fees. The prevailing party in any action or proceeding under this Agreement shall be entitled to recover reasonable attorneys' fees, costs, and expenses.

Section 11.5 - Merger and Consolidation. The Partnership may merge or consolidate with one or more other limited partnerships or other entities in accordance with Conn. Gen. Stat. §§ 34-33a through 34-33f. Any such merger or consolidation shall require the approval specified in Section 5.2(b) and compliance with the statutory requirements for a plan of merger or consolidation, filing of a certificate of merger or consolidation, and satisfaction of all other applicable provisions of the Act.

Section 11.6 - Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such invalidity shall not affect any other provision, and this Agreement shall be construed as if such invalid provision had never been contained herein.

Section 11.7 - Entire Agreement. This Agreement, together with the Schedules and Exhibits attached hereto, constitutes the entire agreement among the Partners regarding the Partnership and supersedes all prior agreements, negotiations, and understandings.

Section 11.8 - Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Partner. No failure or delay in exercising any right shall operate as a waiver thereof.

Section 11.9 - Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

Section 11.10 - Electronic Signatures. Electronic signatures are valid and enforceable under the Connecticut Uniform Electronic Transactions Act, Conn. Gen. Stat. § 1-266 et seq.

Section 11.11 - Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, successors, and permitted assigns.

Section 11.12 - Further Assurances. Each Partner shall execute and deliver such additional documents as may be reasonably necessary to carry out the purposes of this Agreement.

Section 11.13 - Headings. Headings are for convenience only and shall not affect interpretation.

Section 11.14 - Creditors. No provision of this Agreement shall be enforceable by any creditor of the Partnership or any Partner, except as otherwise expressly provided herein.

Section 11.15 - Power of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner as such Limited Partner's attorney-in-fact to execute and file on behalf of such Limited Partner the Certificate and any amendments, amendments to this Agreement, and any documents required for dissolution and winding up.

EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this Limited Partnership Agreement as of the Effective Date first written above.

GENERAL PARTNER(S):

General Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

General Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

LIMITED PARTNER(S):

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

(Attach additional signature pages as needed for additional Limited Partners)

SCHEDULE A: PARTNERS AND CAPITAL CONTRIBUTIONS

Notes:

• Capital Contributions may be in the form of cash, property, services rendered, a promissory note, or other obligation to contribute cash or property or to perform services, as permitted by Conn. Gen. Stat. § 34-12.
• All property contributions shall be valued at fair market value as determined by the General Partner.
• A partner's obligation to contribute is enforceable regardless of the partner's inability to perform, pursuant to Conn. Gen. Stat. § 34-25.

SCHEDULE B: INITIAL ALLOCATIONS AND PREFERRED RETURNS

Profit Allocation:

Loss Allocation:

Preferred Return (if applicable):

☐ No preferred return shall apply.

☐ The following Partners shall be entitled to a preferred return on their Capital Contributions at the rate indicated:

CONNECTICUT-SPECIFIC COMPLIANCE NOTES

1. Certificate of Limited Partnership Filing. The Certificate must be filed with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 34-10. The Certificate must be executed by all General Partners as required by Conn. Gen. Stat. § 34-10a and filed with the appropriate fees pursuant to Conn. Gen. Stat. § 34-38n. The filing serves as constructive notice of the Partnership's existence per Conn. Gen. Stat. § 34-10c.

2. Annual Report Requirement. The Partnership must file an annual report with the Secretary of the State in accordance with Conn. Gen. Stat. § 34-13e. Failure to file may result in cancellation of the Certificate by forfeiture under Conn. Gen. Stat. § 34-32b. The Partnership may seek reinstatement after cancellation under Conn. Gen. Stat. § 34-32c.

3. Specified Office and Agent. The Partnership must continuously maintain a specified office in Connecticut and an agent for service of process as required by Conn. Gen. Stat. § 34-13b. The agent must be a natural person with a Connecticut business office or a domestic or foreign entity authorized to transact business in Connecticut.

4. Name Requirements. The Partnership name must contain the words "Limited Partnership" or the abbreviation "LP" or "L.P." and must not be deceptively similar to the name of any other entity registered with the Secretary of the State, per Conn. Gen. Stat. § 34-13. Name reservation is available under Conn. Gen. Stat. § 34-13a.

5. Records to Be Maintained. The Partnership must maintain at its specified Connecticut office the comprehensive records required by Conn. Gen. Stat. § 34-13c, including partnership lists, certificates, tax returns, financial statements, and contribution records.

6. Merger and Consolidation. Connecticut provides a statutory framework for merger and consolidation of limited partnerships under Conn. Gen. Stat. §§ 34-33a through 34-33f. A plan of merger or consolidation must be approved by all partners or as otherwise provided in the partnership agreement.

7. Derivative Actions. A Limited Partner may bring a derivative action on behalf of the Partnership in accordance with Conn. Gen. Stat. §§ 34-34a through 34-34d, provided the Limited Partner was a partner at the time of the act or omission complained of and the Limited Partner fairly and adequately represents the interests of the Partnership.

8. Liability upon Return of Contribution. Under Conn. Gen. Stat. § 34-25a, a Partner who has received the return of any contribution is liable to the Partnership for one year thereafter for the amount of the returned contribution, to the extent necessary to discharge Partnership liabilities to creditors who extended credit during the period the contribution was held.

9. Connecticut Pass-Through Entity Tax. Connecticut imposes a pass-through entity tax under Conn. Gen. Stat. § 12-699. The Partnership may elect to pay the tax at the entity level, which provides a corresponding credit to each Partner. Partners should consult with tax advisors regarding this election and its implications.

10. Foreign Limited Partnerships. If the Partnership transacts business in other states, it may be required to register as a foreign limited partnership. Conversely, foreign limited partnerships must register in Connecticut under Conn. Gen. Stat. §§ 34-38f through 34-38u before transacting business in the state.

11. Electronic Signatures. Electronic signatures are valid and enforceable under the Connecticut Uniform Electronic Transactions Act, Conn. Gen. Stat. § 1-266 et seq.

12. Interrogatories. The Secretary of the State may propound interrogatories to the Partnership regarding compliance with the Act under Conn. Gen. Stat. § 34-13d. Failure to respond may result in administrative action.

SOURCES AND REFERENCES

• Connecticut Uniform Limited Partnership Act, Conn. Gen. Stat. § 34-9 et seq. (Chapter 610)
  https://www.cga.ct.gov/current/pub/chap_610.htm

• Connecticut General Statutes Title 34 (Limited Partnerships)
  https://www.cga.ct.gov/2025/pub/title_34.htm

• Connecticut Secretary of the State - Business Services
  https://portal.ct.gov/SOTS/Business-Services

• Conn. Gen. Stat. § 34-10 (Formation of Limited Partnership)
  https://law.justia.com/codes/connecticut/title-34/chapter-610/section-34-10/

• Conn. Gen. Stat. § 34-28 (When Person Ceases to Be General Partner)
  https://law.justia.com/codes/connecticut/title-34/chapter-610/section-34-28/

• Conn. Gen. Stat. § 34-31 (Distribution of Assets upon Winding Up)
  https://law.justia.com/codes/connecticut/2011/title34/chap610/Sec34-31.html

• Connecticut Uniform Electronic Transactions Act, Conn. Gen. Stat. § 1-266 et seq.

• Internal Revenue Code §§ 704(c), 708, 754, 761

• Treasury Regulations §§ 1.704-1, 1.704-2, 1.704-3

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Connecticut before use. Laws and regulations change frequently; verify all statutory citations and requirements are current at the time of execution.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-23.