2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 610 - Uniform Limited Partnership Act
Section 34-38l - Foreign limited partnerships, transaction of business without registration.

(a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

(d) A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of the State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

(e) A foreign limited partnership which transacts business in this state without registering with the Secretary of the State as required by this chapter shall be liable to this state, for each year or part thereof during which it transacted business in this state without being registered with said secretary, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited partnership had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign limited partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without registering with the Secretary of the State, in an amount equal to three hundred dollars, except that a foreign limited partnership which has registered with said secretary not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State.

(P.A. 79-440, S. 53; P.A. 90-228, S. 6, 8; P.A. 97-228, S. 3, 7; P.A. 98-137, S. 22, 62; 98-219, S. 33, 34; P.A. 09-83, S. 3.)

History: P.A. 90-228 added Subsec. (e) describing the penalties and fees to be imposed for conducting business without being registered as required; P.A. 97-228 deleted Subsec. (e)(1) re penalty of $2,000 for each year or part thereof during which a foreign limited partnership transacts business without registering, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign limited partnership transacts business without registering and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (e) to revise provision re grace period by providing that a foreign limited partnership is not liable for the monthly penalty if it has registered “not later than ninety days after it has commenced transacting business in this state” rather than not being liable “for the first three months or part thereof during which it transacted business without being registered with the secretary”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 09-83 amended Subsec. (e) to increase penalty from $165 to $300 for each month or part thereof that a foreign limited partnership transacts business without registering and to make a technical change.

See Sec. 34-38r re limited amnesty program.