Sec. 34-38p. Foreign limited partnerships, appointment of agent for service of process.
Sec. 34-38p. Foreign limited partnerships, appointment of agent for service
of process. (a) Each foreign limited partnership shall, before transacting business in
this state, appoint in writing an agent upon whom all process, in any action or proceeding
against it, may be served, and by such appointment the foreign limited partnership shall
agree that any process against it which is served on such agent shall be of the same
legal force and validity as if served on the foreign limited partnership and that such
appointment shall continue in force as long as any liability remains outstanding against
the foreign limited partnership in this state.
(b) A foreign limited partnership's agent for service upon whom process may be
served shall be: (1) The Secretary of the State and his successors in office; (2) a natural
person who is a resident of this state; (3) a domestic corporation; (4) a corporation not
organized under the laws of this state and which has procured a certificate of authority
to transact business or conduct its affairs in this state; (5) a domestic limited liability
company; (6) a limited liability company not organized under the laws of this state and
which has procured a certificate of registration to transact business or conduct its affairs
in this state; (7) a domestic registered limited liability partnership; (8) a registered limited
liability partnership not organized under the laws of this state and which has procured
a certificate of authority to transact business or conduct its affairs in this state; (9) a
domestic statutory trust; or (10) a statutory trust not organized under the laws of this
state and which has procured a certificate of registration to transact business or conduct
its affairs in this state.
(c) A foreign limited partnership's appointment of the Secretary of the State and
his successors in office as its initial agent upon whom process may be served shall be
included in the application for registration as provided in section 34-38g. A subsequent
appointment of the Secretary of the State and his successors in office as a foreign limited
partnership's agent upon whom process may be served shall be filed in the office of the
Secretary of the State in such form as the secretary shall prescribe.
(d) A foreign limited partnership's appointment of a natural person or an entity set
forth in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial
agent upon whom process may be served shall be included in the application for registration as provided in section 34-38g. A foreign limited partnership's subsequent appointment of any such natural person or entity as its agent upon whom process may be served
shall be filed with the Secretary of the State in such form as the secretary shall prescribe
setting forth: (1) The name of the foreign limited partnership; (2) the name of such agent;
(3) a statement of acceptance by the statutory agent therein appointed; and (4) if such
agent is a natural person, the business and residence addresses thereof; if such agent is
an entity organized under the laws of this state, the address of the principal office thereof;
if such agent is an entity not organized under the laws of this state, the address of the
principal office thereof in this state. In each case, the address shall include the street
and number or other particular designation. All subsequent written appointments filed
with the Secretary of the State shall be signed by a general partner of the foreign limited
partnership and, if other than the Secretary of the State, by the statutory agent therein
appointed.
(e) If an agent dies, dissolves, removes from the state or resigns, the foreign limited
partnership shall forthwith appoint another agent upon whom process may be served.
If such agent changes his or its address within the state from that appearing upon the
records in the office of the Secretary of the State, the foreign limited partnership or agent
shall forthwith file with the Secretary of the State notice of the new address. Such agent
may resign by filing with the Secretary of the State a signed statement in duplicate to
that effect. The Secretary of the State shall forthwith file one copy and mail the other
copy of such statement, together with notice that as a result of the failure to comply
with this section, the authority to transact business in this state of such foreign limited
partnership shall be deemed to have been revoked, by certified mail, to the foreign
limited partnership at the office designated in the certificate of registration filed pursuant
to section 34-38g. Upon the expiration of one hundred twenty days after the mailing of
such notice, the resignation shall be effective and the authority of the foreign limited
partnership to transact business in this state shall be revoked unless a new agent has
been appointed as provided in this section within such one-hundred-twenty-day period.
A foreign limited partnership may revoke the appointment of an agent upon whom
process may be served by making a new appointment as provided in this section and
any new appointment so made revokes all appointments theretofore made.
(f) Whenever a foreign limited partnership fails to comply with this section, the
authority of such foreign limited partnership shall be deemed to have been revoked.
(P.A. 86-379, S. 25; P.A. 89-116, S. 11; P.A. 04-240, S. 12; 04-257, S. 54.)
History: P.A. 89-116 amended Subsec. (c) re filing of initial and subsequent appointments of the secretary of the state
as agent and amended Subsec. (d) re filing of initial and subsequent appointments of natural person or corporation as agent
and requiring statement of acceptance by agent; P.A. 04-240 added Subsec. (b)(5) to (10) re limited liability companies,
registered limited liability partnerships and statutory trusts as agents for service, amended Subsec. (d) by making conforming
changes re entities set forth in Subsec. (b) and made technical changes throughout; P.A. 04-257 made a technical change
in Subsec. (c), effective June 14, 2004.