2011 Connecticut Code
Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 Limited Liability Companies
Sec. 34-199. Conversion of domestic general or limited partnership to limited liability company.

      Sec. 34-199. Conversion of domestic general or limited partnership to limited liability company. (a) A domestic general partnership formed under or governed by the provisions of sections 34-300 to 34-434, inclusive, or a domestic limited partnership formed under or governed by the provisions of sections 34-9 to 34-38q, inclusive, may convert to a limited liability company by filing articles of organization that meet the requirements of section 34-121, and include the following: (1) A statement that the limited liability company is formed as the result of the conversion of a general partnership or a limited partnership; (2) the name of the former general partnership or limited partnership; and (3) in the case of a general partnership, its initial date of formation, or in the case of a limited partnership, the date of filing of the initial certificate of limited partnership.

      (b) The terms and conditions of a conversion of a domestic general partnership or domestic limited partnership to a limited liability company shall be approved by the partners in the manner provided in the partnership agreement for amendments to the partnership agreement or, if no such provision is made in a partnership agreement, by all the partners.

      (c) Notwithstanding the provisions of section 34-398, subsection (a) of this section governs any conversion of a domestic general partnership or domestic limited partnership to a limited liability company filed on or after July 1, 1997.

      (P.A. 94-217, S. 5, 40; P.A. 96-77, S. 11, 17; P.A. 06-57, S. 1.)

      History: P.A. 94-217 effective July 1, 1995; P.A. 96-77 amended Subsec. (a) to replace reference to "sections 34-39 to 34-81, inclusive," with "sections 34-300 to 34-434, inclusive," effective July 1, 1997; P.A. 06-57 added "or governed by" in Subsec. (a), inserted references to "domestic" general and limited partnerships in Subsecs. (a) and (b) and added Subsec. (c) re conversions filed on or after July 1, 1997, effective May 8, 2006.