2019 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 610 - Uniform Limited Partnership Act
Section 34-9 - Definitions.

As used in this chapter, unless the context otherwise requires:

(1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.

(2) “Certificate of limited partnership” means the certificate referred to in section 34-10 and the certificate as amended or restated.

(3) “Consolidation” means a business combination pursuant to section 34-33b.

(4) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

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

(6) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-9 to 34-38u, inclusive.

(7) “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.

(8) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 34-28.

(9) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.

(10) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

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

(12) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(13) “Limited partnership” and “domestic limited partnership” means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners.

(14) “Merger” means a business combination pursuant to section 34-33a.

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

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

(17) “Partner” means a limited or general partner.

(18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(20) “Party to a consolidation” means any domestic or foreign limited partnership or other entity that will consolidate under a plan of consolidation.

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

(22) “Person” means a natural person, partnership, limited partnership, foreign limited partnership, trust, estate, association, limited liability company or corporation.

(23) “Plan of merger” means a plan entered into pursuant to section 34-33a.

(24) “Plan of consolidation” means a plan entered into pursuant to section 34-33b.

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

(26) “State” means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

(27) “Survivor” means, in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated.

(1961, P.A. 79, S. 1; 1972, P.A. 18; P.A. 79-440, S. 1; P.A. 84-158, S. 4, 5; P.A. 86-379, S. 1; P.A. 95-79, S. 128, 189; P.A. 03-18, S. 54; P.A. 11-146, S. 5.)

History: 1972 act defined “persons”; P.A. 79-440 replaced previous provisions which had defined “limited partnership” and “person” only; P.A. 84-158 added Subsec. (1) defining “address”, relettered the remaining Subsecs. and amended the definition of “person” to include a foreign limited partnership; P.A. 86-379 redefined “address” to remove exception which had allowed use of mailing address by limited partner, redefined “certificate of limited partnership” to include restated certificates and redefined “limited partner” to delete requirement that limited partner be named as such in certificate of limited partnership; P.A. 95-79 redefined “person” to include a limited liability company, effective May 31, 1995; P.A. 03-18 added new Subdiv. (3) defining “consolidation”, redesignated existing Subdivs. (3) to (6) as Subdivs. (4) to (7), added new Subdiv. (8) defining “interests”, redesignated existing Subdivs. (7) and (8) as Subdivs. (9) and (10), added new Subdivs. (11) to (13) defining “merger”, “organizational documents” and “other entity”, redesignated existing Subdivs. (9) to (11) as Subdivs. (14) to (16), added new Subdivs. (17) and (18) defining “party to a consolidation” and “party to a merger”, redesignated existing Subdiv. (12) as Subdiv. (19), added new Subdivs. (20) and (21) defining “plan of merger” and “plan of consolidation”, redesignated existing Subdiv. (13) as Subdiv. (22), and added new Subdiv. (23) defining “survivor”, effective July 1, 2003; P.A. 11-146 added new Subdivs. (5), (6) and (7) defining “deliver” or “delivery”, “document” and “electronic transmission” or “electronically transmitted”, redesignated existing Subdivs. (5) to (21) as Subdivs. (8) to (24), added new Subdiv. (25) defining “sign” or “signature” and redesignated existing Subdivs. (22) and (23) as Subdivs. (26) and (27), effective January 1, 2012.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships in existence before October 1, 1986.

Cited. 222 C. 361.