Sec. 34-422. (Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate.
Sec. 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liability partnership has been revoked by reason of its default.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.