CGS § 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.

Short History

(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.)

Long History

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.

Citations

Cited. 196 C. 270; 210 C. 71.

Cited. 11 CA 404.

See Also

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.