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 34-422 - (Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate.

(a) The Secretary of the State may effect the revocation of a registered limited liability partnership’s certificate of registered limited liability partnership as provided in this section.

(b) Whenever any registered limited liability partnership is more than three months in default of filing its annual report, the Secretary of the State shall notify such registered limited liability partnership by registered or certified mail or mail evidenced by a certificate of mailing addressed to such registered limited liability partnership at its principal office as last shown in the records of said secretary that under the provisions of this section the registered limited liability partnership’s status as a registered limited liability partnership is in default and will be subject to revocation after three months from the date of mailing. Unless within three months after the mailing of such notice the registered limited liability partnership files a report made out and verified in all respects as the annual report of such registered limited liability partnership, the Secretary of the State shall prepare and file in the office of said secretary a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liability of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.

(c) Whenever it comes to the attention of the Secretary of the State that a registered limited liability partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such registered limited liability partnership by registered or certified mail or mail evidenced by a certificate of mailing addressed to such registered limited liability partnership at its principal office as last shown on his records that under the provisions of this section the registered limited liability partnership’s rights and powers are in default. Unless the registered limited liability partnership within three months of the mailing of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.

(d) Revocation shall be effective upon the filing by the Secretary of the State in his office of such certificate of revocation.

(e) After filing the certificate of revocation, the Secretary of the State shall: (1) Send a certified copy thereof to the delinquent registered limited liability partnership, by registered or certified mail or mail evidenced by a certificate of mailing addressed to such registered limited liability partnership at its principal office as last shown on his records and (2) cause notice of the filing of such certificate of revocation to be published in two successive issues of the Connecticut Law Journal.

(P.A. 94-218, S. 12, 28; P.A. 95-252, S. 22.)

History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsecs. (b) and (c) to provide that the notice may be given by mail evidenced by a certificate of mailing and amended Subsec. (e) to provide that the copy of the certificate may be sent by mail evidenced by a certificate of mailing; Sec. 34-81e transferred to Sec. 34-422 in 1997, effective July 1, 1997.