2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships
Section 34-301 - Definitions.

As used in sections 34-300 to 34-434, inclusive:

(1) “Business” includes every trade, occupation and profession.

(2) “Debtor in bankruptcy” means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.

(3) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

(4) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee.

(5) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-300 to 34-434, inclusive.

(6) “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.

(7) “Foreign registered limited liability partnership” includes a partnership formed pursuant to an agreement governed by the laws of any state other than this state and registered or denominated as a registered limited liability partnership or limited liability partnership under the laws of such other state.

(8) “Interests” means the proprietary interests in an other entity.

(9) “Merger” means a business combination pursuant to section 34-388.

(10) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.

(11) “Other entity” means any association or legal entity, other than a domestic or foreign partnership, organized to conduct business, including, but not limited to, a corporation, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

(12) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a registered limited liability partnership.

(13) “Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(14) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(15) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.

(16) “Party to a merger” means any domestic or foreign partnership or other entity that will merge under a plan of merger.

(17) “Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

(18) “Plan of merger” means a plan entered into pursuant to section 34-388.

(19) “Property” means all property, real, personal or mixed, tangible or intangible, or any interest therein.

(20) “Registered limited liability partnership” includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419, and complying with sections 34-406 and 34-420.

(21) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(22) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

(23) “Statement” means a statement of partnership authority under section 34-324, a statement of denial under section 34-325, a statement of dissociation under section 34-365, a statement of dissolution under section 34-376, a statement of merger under section 34-390, or an amendment or cancellation of any of the foregoing.

(24) “Survivor” in a merger means the partnership or other entity into which one or more other partnerships or other entities are merged or consolidated. A survivor of a merger may preexist the merger or be created by the merger.

(25) “Transfer” includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

(P.A. 95-341, S. 2, 58; P.A. 03-18, S. 69; P.A. 11-146, S. 13.)

History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 made a technical change, added new Subdivs. (5) to (8) defining “interests”, “merger”, “organizational documents” and “other entity”, redesignated existing Subdivs. (5) to (8) as Subdivs. (9) to (12), added new Subdivs. (13), (15) and (20) defining “party to a merger”, “plan of merger” and “survivor”, and redesignated existing Subdivs. (9) to (14) as Subdivs. (14), (16) to (19) and (21), effective July 1, 2003; P.A. 11-146 replaced reference to “sections 34-300 to 34-399, inclusive” with reference to “sections 34-300 to 34-434, inclusive”, added new Subdivs. (3), (5), (6) and (21) defining “deliver” or “delivery”, “document”, “electronic transmission” or “electronically transmitted” and “sign” or “signature” and redesignated existing Subdivs. (3) to (21) as Subdivs. (4), (7) to (20) and (22) to (25), effective January 1, 2012.

Generally, a mutual agency relationship is essential element of a partnership. 63 CA 17.