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 34-430 - (Formerly Sec. 34-81k). Foreign limited liability partnership: Transacting business without filing certificate of authority.

(a) A foreign registered limited liability partnership transacting business in this state may not maintain an action, suit or proceeding in a court of this state until it has filed the certificate of authority required under section 34-429.

(b) The failure of a foreign registered limited liability partnership to file a certificate of authority under section 34-429 does not: (1) Impair the validity of any contract or act of the foreign registered limited liability partnership; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; (3) prevent the foreign registered limited liability partnership from defending any action, suit or proceeding in any court of this state, or (4) affect the status of the foreign registered limited liability partnership as such or the liabilities of the partners thereof.

(c) A foreign registered limited liability partnership which transacts business in this state without filing a certificate of authority under section 34-429 shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such registered limited liability partnership had it duly applied for and received such authority 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 registered limited liability partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without filing a certificate of authority under section 34-429, in an amount equal to three hundred dollars, except that a foreign registered limited liability partnership which has filed a certificate of authority with the Secretary of the State 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. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.

(d) The civil penalty set forth in subsection (c) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign registered limited liability partnership has transacted business in this state in violation of sections 34-300 to 34-434, inclusive, the court may, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign registered limited liability partnership and the further exercise of any rights and privileges of a registered limited liability partnership in this state. The foreign registered limited liability partnership may be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign registered limited liability partnership has otherwise complied with the provisions of said sections.

(e) A partner of a foreign registered limited liability partnership is not liable for the debts, obligations and liabilities of or chargeable to the partnership solely because that partnership transacted business in this state without a valid certificate of authority. By transacting business in this state without filing a certificate of authority under section 34-429, the partners of a foreign registered limited liability partnership are deemed to have rendered themselves liable for the penalties, fees and taxes described in subsection (c) of this section.

(P.A. 94-218, S. 15, 28; P.A. 96-77, S. 5, 12, 17; P.A. 97-228, S. 4, 7; P.A. 98-137, S. 23, 62; 98-219, S. 33, 34; P.A. 09-83, S. 5.)

History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 amended Subsec. (c) to replace reference to “said secretary” with “the Secretary of the State” and amended Subsec. (d) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81k transferred to Sec. 34-430 in 1997; P.A. 97-228 deleted Subsec. (c)(1) re penalty of $2,000 for each year or part thereof during which a foreign registered limited liability partnership transacts business without filing a certificate of authority, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign registered limited liability partnership transacts business without filing a certificate of authority and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (c) to revise provision re grace period by providing that a foreign registered limited liability partnership is not liable for the monthly penalty if it has filed a certificate of authority “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 such certificate”, 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. (c) to increase penalty from $165 to $300 for each month or part thereof that a foreign registered limited liability partnership transacts business without filing a certificate of authority and to make a technical change.