Sec. 34-13c. Records to be kept. Each limited partnership shall keep at the office
referred to in section 34-13b the following: (1) A current list of the full name and last
known business address of each partner set forth in alphabetical order, (2) a copy of the
certificate of limited partnership and all certificates of amendment thereto, together with
executed copies of any powers of attorney pursuant to which any certificate has been
executed, (3) copies of the limited partnership's federal, state and local income tax
returns and reports, if any, for the three most recent years, (4) copies of any then effective
written partnership agreements and of any financial statements of the limited partnership
for the three most recent years, and (5) unless contained in a written partnership
agreement, a writing setting out: (A) The amount of cash and a description and statement
of the agreed value of the other property or services contributed by each partner and
which each partner has agreed to contribute; (B) the times at which or events on the
happening of which any additional contributions agreed to be made by each partner are
to be made; (C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution;
and (D) any events upon the happening of which the limited partnership is to be dissolved
and its affairs wound up. Those records are subject to inspection and copying at the
reasonable request, and at the expense, of any partner during ordinary business hours.
(P.A. 79-440, S. 5; P.A. 86-379, S. 7.)
History: P.A. 86-379 added Subdiv. (5) re requirement of writing setting out amount of cash and description and
statement of value of other property and services contributed by each partner, times of additional contributions, right of
partner to make or receive distributions of partner's contribution and events requiring dissolution.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-13d. Interrogatories may be submitted by the Secretary of the State
to any limited partnership as may be necessary to determine compliance under
this chapter. (a) The Secretary of the State may propound to any limited partnership,
domestic or foreign, subject to the provisions of this chapter and to any general partner
or limited partner thereof, such interrogatories as may be reasonably necessary and
proper to enable said secretary to ascertain whether such limited partnership has complied with the provisions of this chapter applicable to such limited partnership. Such
interrogatories shall be answered within thirty days after the mailing thereof, or within
such additional time as shall be fixed by said secretary, and the answers thereto shall
be full and complete and shall be made in writing and under oath. If such interrogatories
are directed to a specific person they shall be answered by that person, and, if directed
to a limited partnership, they shall be answered by a general partner thereof.
(b) Each limited partnership, domestic or foreign, and each general partner and
limited partner of a limited partnership, domestic or foreign, failing or refusing within
the time prescribed by this section to answer truthfully and fully interrogatories duly
propounded to such partnership or partner by the Secretary of the State, as provided in
subsection (a) of this section, shall be fined not more than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto
shall not be open to public inspection, nor shall said secretary disclose any facts or
information obtained therefrom except insofar as the official duties of said secretary
may require the same to be made public, or if such interrogatories or the answers thereto
are required for evidence in any criminal proceedings or in any other action by this state.
(P.A. 90-228, S. 4, 8.)
Sec. 34-13e. Annual report. (a) On and after January 1, 1996, each limited partnership shall file an annual report with the Secretary of the State that shall be due upon the
anniversary of the formation of the limited partnership.
(b) Each annual report shall set forth: (1) The name of the limited partnership; and
(2) the address of the office of the limited partnership required to be maintained by
section 34-13b.
(c) Each annual report shall be executed in accordance with section 34-10a and be
accompanied by the filing fee established in section 34-38n. The Secretary of the State
shall mail to each limited partnership at its address as shown by his records a form
prescribed by him for the annual report, but failure to receive such form shall not relieve
a limited partnership of the requirement of filing the report as provided in this section.
(P.A. 95-252, S. 1.)
Sec. 34-13f. Failure to file report. Incorrect report. (a) Any limited partnership
required to file an annual report as provided in section 34-13e, which fails to file its
annual report on or before the due date thereof, shall be in default in respect thereof
until the same is filed.
(b) The Secretary of the State shall not accept for filing a report from a limited
partnership until any default for failure to file any prior report is cured. If the Secretary
of the State finds that any annual report received from a limited partnership does not
conform to law, he may return it to the limited partnership for correction. If the report
is returned for correction and is not received by the Secretary of the State in corrected
form on or before the due date thereof, the limited partnership shall be in default for
failure to file its report. If the report is returned for failure to file any previous report
and is not returned with any such previous report on or before the due date of the current
report, the limited partnership shall be in default for failure to file two reports.
(P.A. 95-252, S. 2.)
Sec. 34-14. Liability for false statement in certificates. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement,
one who suffers loss by reliance on such statement may recover damages for the loss
from:
(1) Any person who executes the certificate, or causes another to execute it on his
behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement
inaccurate in any respect within a sufficient time before the statement was relied upon
reasonably to have enabled that general partner to cancel or amend the certificate, or to
file a petition for its cancellation or amendment under section 34-33.
(1961, P.A. 79, S. 6; P.A. 79-440, S. 13.)
History: P.A. 79-440 restated previous provisions and specifically included general partners in applicability.
Sec. 34-15. Liability of limited partners to third parties. (a) Except as provided
in subsection (d) of this section, a limited partner is not liable for the obligations of a
limited partnership unless he is also a general partner or, in addition to the exercise of
his rights and powers as a limited partner, he participates in the control of the business;
provided, if the limited partner does participate in the control of the business, he is liable
only to persons who transact business with the limited partnership reasonably believing,
based upon the limited partner's conduct, that the limited partner is a general partner.
(b) A limited partner does not participate in the control of the business within the
meaning of subsection (a) of this section by virtue of his possessing or exercising one
or more of the following powers:
(1) Being a contractor for or an agent or employee of the limited partnership or of
a general partner or being an officer, director or shareholder of a general partner that is
a corporation;
(2) Consulting with and advising a general partner with respect to the business of
the limited partnership;
(3) Acting as surety for the limited partnership or guaranteeing or assuming one or
more specific obligations of the limited partnership;
(4) Taking any action required or permitted by law to bring or pursue a derivative
action in the right of the limited partnership;
(5) Requesting or attending a meeting of partners; or
(6) Proposing, approving or disapproving, by voting or otherwise, one or more of
the following matters:
(i) The dissolution and winding up of the limited partnership;
(ii) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;
(iii) The incurrence of indebtedness by the limited partnership other than in the
ordinary course of its business;
(iv) A change in the nature of the business;
(v) The removal of a general partner or limited partner;
(vi) The admission of a general partner or limited partner;
(vii) A transaction involving an actual or potential conflict of interest between a
general partner and the limited partnership or the limited partners;
(viii) An amendment to the partnership agreement or certificate of limited partnership;
(ix) A merger or consolidation of a limited partnership; or
(x) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states, in writing, may be subject
to the approval or disapproval of limited partners;
(7) Winding up the limited partnership pursuant to section 34-28c; or
(8) Exercising any right or power permitted to limited partners under this chapter
and not specifically enumerated in this subsection.
(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by
him in the control of the business of the limited partnership.
(d) A limited partner who knowingly permits his name to be used in the name of
the limited partnership, except under circumstances permitted by subdivision (2) of
section 34-13, is liable to creditors who extend credit to the limited partnership without
actual knowledge that the limited partner is not a general partner.
(1961, P.A. 79, S. 7; P.A. 79-440, S. 18; P.A. 85-197, S. 3; 85-613, S. 130; P.A. 86-379, S. 8; P.A. 93-363, S. 20.)
History: P.A. 79-440 replaced previous provisions which stated that limited partner is not liable "as a general partner
unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business";
P.A. 85-197 amended Subsec. (a) to revise provisions re liability of a limited partner to persons who transact business with
the limited partnership by replacing "but, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of the general partner" with "provided, if the partner does participate in the
control of the business," and by replacing the standard of knowledge required of such other persons, i.e. replacing "with
actual knowledge of his participation in control" with "reasonably believing, based upon the limited partner's conduct,
that the limited partner is a general partner", amended Subsec. (b) to replace "solely by doing" with "by virtue of his
possessing or exercising" and to add Subdivs. (5)(vi) and (5)(vii) re voting on the admission of a general or limited partner
and on such material matters stated in the certificate or agreement, and amended Subsec. (c) to add "control of the" before
"business"; P.A. 85-613 made technical changes in Subsec. (b); P.A. 86-379 amended Subsec. (b) by (1) adding "or being
an officer, director or shareholder of a general partner that is a corporation" in Subdiv. (1), (2) adding "or guaranteeing or
assuming one or more specific obligations of the limited partnership" in Subdiv. (3), (3) deleting provision in Subdiv. (4)
re approval or disapproval of amendment and adding "taking any action required or permitted by law to bring or pursue
a derivative action in the right of the limited partnership", (4) adding provision in Subdiv. (5) re requesting or attending
meeting of partners, (5) in Subdiv. (6)(ii) deleting "other than in the ordinary course of its business" and (6) deleting former
provisions of Subdiv. (6)(vii) re material matters of partnership and adding provision re transaction involving actual or
potential conflict of interest and adding new provisions in Subdiv. (6)(viii), (ix) and Subdivs. (7) and (8); P.A. 93-363
added Subpara. (ix) to Subdiv. (6) of Subsec. (b) re merger or consolidation of a limited partnership.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-15a. Voting rights of limited partners. Subject to the provisions of section 34-15, the partnership agreement may grant to all or a specified group of the limited
partners the right to vote on a per capita or other basis upon any matter.
(P.A. 79-440, S. 17.)
Sec. 34-15b. Voting rights of general partners. The partnership agreement may
grant to all or certain identified general partners the right to vote, on a per capita or any
other basis, separately or with all or any class of the limited partners, on any matter.
(P.A. 79-440, S. 25.)
Sec. 34-16. Admission of additional limited partners. After the formation of a
limited partnership, a person becomes a limited partner on the later of:
(1) The date the limited partnership is formed;
(2) In the case of a person acquiring a partnership interest directly from the limited
partnership, upon the compliance with the partnership agreement or, if the partnership
agreement does not so provide, upon the written consent of all partners; or
(3) In the case of an assignee of a partnership interest of a partner who has the power,
as provided in section 34-27a, to grant the assignee the right to become a limited partner,
upon the exercise of that power and compliance with any conditions limiting the grant
or exercise of the power.
(1961, P.A. 79, S. 8; P.A. 79-440, S. 16; P.A. 86-379, S. 9.)
History: P.A. 79-440 replaced previous provision whereby additional partners could be admitted "upon filing an amendment to the original certificate in accordance with the requirements of section 34-33"; P.A. 86-379 substituted "formation"
for "filing" and revised language by adding "a person becomes a limited partner on the later of: (1) The date the limited
partnership is formed", renumbering former subdivisions, changing "and" to "or" and deleting Subsec. (b).
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Subsec. (b):
Cited. 196 C. 270, 279.
Sec. 34-17. General powers and liabilities of general partners. (a) Except as
provided in this chapter or in the partnership agreement, a general partner of a limited
partnership shall have all the rights and powers and be subject to all the restrictions of
a partner in a partnership without limited partners.
(b) Except as provided in this chapter, a general partner of a limited partnership
shall have all the liabilities of a partner in a partnership without limited partners to
persons other than the partnership and the other partners. Except as provided in this
chapter or in the partnership agreement, a general partner of a limited partnership shall
have all the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
(1961, P.A. 79, S. 9; P.A. 77-144, S. 1; P.A. 79-440, S. 23; P.A. 83-74, S. 3.)
History: P.A. 77-144 prohibited the doing of any act which would make it impossible to carry on partnership's ordinary
business without consent or ratification of all partners "unless provision to the contrary is made in the certificate of formation
of the partnership provided for in section 34-10"; P.A. 79-440 deleted exception re specific actions which require consent
or ratification by all partners and inserted "except as provided in this chapter or in the partnership agreement"; P.A. 83-74 added Subsec. (b) re liabilities of general partner of a limited partnership.
Cited. 228 C. 206, 217, 218, 224.
Cited. 36 CS 619, 620.
Subsec. (a):
Cited. 232 C. 405, 415.
Sec. 34-17a. Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners
may be admitted only with the specific written consent of each partner; provided, if the
partnership agreement names a person to be admitted as a general partner upon the
occurrence of a specified event or at a specified time, the consent required is deemed
to have been given.
(P.A. 79-440, S. 21; P.A. 85-197, S. 4; P.A. 86-379, S. 10.)
History: P.A. 85-197 added proviso re admission of a person as a general partner upon the occurrence of a specified
event or at a specified time; P.A. 86-379 changed "certificate of limited partnership" to "partnership agreement".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 196 C. 270, 277, 279.
Sec. 34-18. Rights of limited partner. Each limited partner shall have the right to:
(1) Inspect and copy any of the partnership records required to be maintained by
section 34-13c; and
(2) Obtain from the general partners from time to time on reasonable demand (i)
true and full information regarding the state of the business and financial condition of
the limited partnership, (ii) promptly after becoming available, a copy of the limited
partnership's federal, state and local income tax returns for each year and (iii) other
information regarding the affairs of the limited partnership as is just and reasonable.
(1961, P.A. 79, S. 10; P.A. 79-440, S. 20.)
History: P.A. 79-440 rephrased previous provisions, specifically added partner's right to copy of partnership's tax
returns, deleted partner's right to "have dissolution and winding up by decree of court" and deleted provision which had
granted limited partner's right to "receive a share of the profits or other compensation by way of income, and to the return
of his contribution as provided in sections 34-23 and 34-24".
Sec. 34-19. Person erroneously believing himself a limited partner not a general partner, when. (a) Except as provided in subsection (b), a person who makes a
contribution to a business enterprise and erroneously but in good faith believes that he
has become a limited partner in the enterprise is not a general partner in the enterprise
and is not bound by its obligations by reason of making the contributions, receiving
distributions from the enterprise or exercising any rights of a limited partner, if, on
ascertaining the mistake, he:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) Withdraws from future equity participation in the enterprise by executing and
filing in the office of the Secretary of the State a certificate declaring withdrawal under
this section.
(b) A person who makes a contribution of the kind described in subsection (a) is
liable as a general partner to any third party who transacts business with the enterprise
(i) before the person withdraws and an appropriate certificate is filed to show withdrawal,
or (ii) before an appropriate certificate is filed to show that he is not a general partner,
but in either case only if the third party actually believed in good faith that the person
was a general partner at the time of the transaction.
(1961, P.A. 79, S. 11; P.A. 79-440, S. 19; P.A. 83-74, S. 2; P.A. 86-379, S. 11.)
History: P.A. 79-440 rephrased previous provisions, adding requirement that person who erroneously believes he is a
limited partner is not a general partner if he causes an appropriate certificate to be executed and filed as Subdiv. (1) in
Subsec. (a) and added Subsec. (b); P.A. 83-74 amended Subdiv. (2) of Subsec. (a) re execution and filing of certificate
declaring withdrawal; P.A. 86-379 amended Subpara. (ii) of Subsec. (b) by deleting requirement that certificate show
status as limited partner and substituted "that he is not a general partner".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 210 C. 71, 76.
Sec. 34-20. Contributions and sharing in profits, losses and distributions by
general partners. Rights, powers, restrictions and liabilities of general partners
who are also limited partners. A general partner of a limited partnership may make
contributions to the partnership and share in the profits and losses of, and in distributions
from, the limited partnership as a general partner. A general partner also may make
contributions to and share in profits, losses, and distributions as a limited partner. A
person who is both a general partner and a limited partner shall have all the rights and
powers and be subject to all the restrictions and liabilities of a general partner and, except
as provided in the partnership agreement, shall also have the powers, and is subject to
the restrictions of a limited partner to the extent of his participation in the partnership
as a limited partner.
(1961, P.A. 79, S. 12; P.A. 79-440, S. 24.)
History: P.A. 79-440 rephrased previous provisions.
Cited. 43 CA 801.
Sec. 34-20a. Sharing of profits and losses by partners. The profits and losses of
a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement
does not so provide, profits and losses shall be allocated on the basis of the value, as
stated in the partnership agreement, of the contributions made by each partner to the
extent they have been received by the partnership and have not been returned.
(P.A. 79-440, S. 28; P.A. 86-379, S. 12.)
History: P.A. 86-379 substituted "partnership agreement" for "certificate of limited partnership".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-20b. Distributions and allocation of cash or other assets to partners.
Distributions of cash or other assets of a limited partnership shall be allocated among
the partners, and among classes of partners, in the manner provided in the partnership
agreement. If the partnership agreement does not so provide, distributions shall be made
on the basis of the value, as stated in the partnership agreement, of the contributions
made by each partner to the extent they have been received by the partnership and have
not been returned.
(P.A. 79-440, S. 29; P.A. 86-379, S. 13.)
History: P.A. 86-379 substituted "partnership agreement" for "certificate of limited partnership".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-20c. Distributions in cash to partner; distributions in kind, when permitted. Except as provided in the partnership agreement, a partner, regardless of the
nature of his contribution, has no right to demand and receive any distribution from a
limited partnership in any form other than cash. Except as provided in the partnership
agreement, a partner may not be compelled to accept a distribution of any asset in kind
from a limited partnership to the extent that the percentage of the asset distributed to
him exceeds a percentage of that asset which is equal to the percentage in which he
shares in distributions from the limited partnership.
(P.A. 79-440, S. 34; P.A. 86-379, S. 14.)
History: P.A. 86-379 changed "certificate of limited partnership" to "partnership agreement".
See Sec. 34-38b re inapplicability of provisions as amended in P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-20d. Interim distributions to partners before withdrawal from limited
partnership and before dissolution or winding up thereof. Except as provided in this
chapter, a partner is entitled to receive distributions from a limited partnership before
his withdrawal from the limited partnership and before the dissolution and winding up
thereof to the extent and at the times or upon the happening of the events specified in
the partnership agreement.
(P.A. 79-440, S. 30; P.A. 80-483, S. 114, 186; P.A. 86-379, S. 15.)
History: P.A. 80-483 substituted "subsection (c)" for "subsection (b)" of Sec. 34-25a in Subsec. (c); P.A. 86-379 deleted
Subdiv. (2) re distribution as return of contribution.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-20e. Partner's right to distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available
to, a creditor of the limited partnership with respect to the distribution.
(P.A. 79-440, S. 35.)
Sec. 34-21. Business transactions of partner with partnership. Except as provided in the partnership agreement, a partner may lend money to and transact other
business with the limited partnership and, subject to other applicable law, has the same
rights and obligations with respect thereto as a person who is not a partner.
(1961, P.A. 79, S. 13; P.A. 79-440, S. 6.)
History: P.A. 79-440 deleted provisions prohibiting limited partner's receipt of pro rata share of assets on account of
claims against partnership unless he is also a general partner, receipt of partnership property, receipt of payment, conveyance
or release of liability if partnership assets are insufficient to discharge liabilities to those not claiming as general or limited
partners, deleted provision which had stated that prohibited conduct "is a fraud on the creditors of the partnership" and
inserted instead limitations on loans and transaction of business in general terms.
Secs. 34-22 and 34-23. Priority among limited partners. Payment of compensation to limited partners. Sections 34-22 and 34-23 are repealed.
(1961, P.A. 79, S. 14, 15; P.A. 79-440, S. 62.)
Sec. 34-24. Limitation on amount of distribution. A partner may not receive a
distribution from a limited partnership to the extent that after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account
of their partnership interests, exceed the fair value of the partnership assets.
(1961, P.A. 79, S. 16; P.A. 79-440, S. 36.)
History: P.A. 79-440 replaced previous provisions which had detailed procedure by which limited partner could receive
part or all of his contributions.
Cited. 11 CA 404, 414.
Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may
enforce obligation, when. (a) No promise by a limited partner to contribute to the
limited partnership is enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the
limited partnership to perform any promise to contribute cash or property or to perform
services, even if he is unable to perform because of death, disability or any other reason.
If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of
the value, as stated in the partnership records required to be kept pursuant to section 34-13c, of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a
partner to make a contribution or return money or other property paid or distributed
in violation of this chapter may be compromised only by the consent of all partners.
Notwithstanding the compromise, a creditor of a limited partnership, who extends credit
or otherwise acts in reliance on that obligation after the partner signs a writing which
reflects the obligation, and before a cancellation or amendment thereof to reflect the
compromise, may enforce the original obligation.
(1961, P.A. 79, S. 17; P.A. 79-440, S. 27; P.A. 86-379, S. 16.)
History: P.A. 79-440 replaced previous provisions re partner's liability; P.A. 86-379 added a new Subsec. (a) re enforceable promise to contribute by limited partner, amended Subsec. (b) by changing "certificate of limited partnership" to
"partnership agreement" and adding "records required to be kept pursuant to section 34-13c" after "partnership", and
amended Subsec. (c) by changing provision re enforceable obligation to creditor who extends credit or "otherwise acts in
reliance on that obligation" after the "partner signs a writing" which reflects the obligation.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-25a. Liability of partner upon return of any part of his contribution.
(a) If a partner has received the return of any part of his contribution without violation
of the partnership agreement or this chapter, he is liable to the limited partnership for
a period of one year thereafter for the amount of the returned contribution, without
interest, but only to the extent necessary to discharge the limited partnership's liabilities
to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of his contribution in violation
of the partnership agreement or this chapter, he is liable to the limited partnership for
a period of six years thereafter for the amount of the contribution, without interest,
wrongfully returned.
(c) A partner receives a return of his contribution to the extent that a distribution
to him reduces or further reduces his share of the fair value of the net assets of the limited
partnership below the value of his contribution, as set forth in the partnership records
required to be kept pursuant to section 34-13c, which has not been distributed to him.
(P.A. 79-440, S. 37; P.A. 85-197, S. 5; P.A. 86-379, S. 17.)
History: P.A. 85-197 amended Subsec. (a) to add "without interest" and "or before the certificate of limited partnership
was amended to reflect the return of his contribution", amended Subsec. (b) to add "without interest" and amended Subsec.
(c) to add "or further reduces" and rephrased provision on the value of a partner's contribution specifying that the value
is as set forth in the certificate "as in effect prior to any amendment reflecting such distribution"; P.A. 86-379 amended
Subsec. (a) by deleting "or before the certificate of limited partnership was amended to reflect the return of his contribution",
and amended Subsec. (c) by adding "records required to be kept pursuant to section 34-13c which has not been distributed
to him" after "partnership".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-26. Nature of partnership interest. A partnership interest is personal
property.
(1961, P.A. 79, S. 18; P.A. 79-440, S. 38.)
History: P.A. 79-440 brought wording of section into conformity with newly adopted definitions of Sec. 34-9.
Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest.
Evidence of partner's interest. (a) Except as provided in the partnership agreement,
a partnership interest is assignable in whole or in part. An assignment of a partnership
interest does not dissolve a limited partnership or entitle the assignee to become or to
exercise any rights of a partner. An assignment entitles the assignee to receive, to the
extent assigned, only the distribution to which the assignor would be entitled. Except
as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
(b) The partnership agreement may provide that a partner's interest in a limited
partnership may be evidenced by a certificate of partnership interest issued by the limited
partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such
certificates.
(1961, P.A. 79, S. 19; P.A. 79-440, S. 39; P.A. 93-363, S. 21.)
History: P.A. 79-440 replaced previous provisions which had detailed rights and obligations of substituted limited
partners and assignees; P.A. 93-363 added Subsec. (b) re provision by partnership agreement concerning evidence of
partner's interest and assignment or transfer of partnership interest by certificate of partnership.
A partner may assign his right to the distribution of profits from the partnership without the consent of the other partners.
1 CA 656, 667. Cited. 11 CA 404, 414. Cited. 35 CA 81, 88.
Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. (a) An assignee of a partnership
interest, including an assignee of a general partner, may become a limited partner if and to
the extent that (1) the assignor gives the assignee that right in accordance with authority
described in the partnership agreement, or (2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the
rights and powers, and is subject to the restrictions and liabilities, of a limited partner
under the partnership agreement and this chapter. An assignee who becomes a limited
partner also is liable for the obligations of his assignor to make contributions as provided
in the partnership agreement and in section 34-25, and to return distributions as provided
in section 34-25a. However, the assignee is not obligated for liabilities unknown to the
assignee at the time he became a limited partner and which could not be ascertained
from the partnership agreement.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor
is not released from his liability to the limited partnership under sections 34-14 and
34-25.
(P.A. 79-440, S. 41; P.A. 85-197, S. 6; P.A. 86-379, S. 18.)
History: P.A. 85-197 amended Subsec. (b) to replace provision that assignee is liable "to make and return contributions
as provided in" specified statutory sections with provision that assignee is liable "to make contributions as provided in the
certificate of limited partnership and in section 34-25 and to return distributions as provided in section 34-25a"; P.A. 86-379 changed "certificate of limited partnership" to "partnership agreement".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 35 CA 81, 87.
Sec. 34-27b. Withdrawal of general partner; damages. A general partner may
withdraw from a limited partnership at any time by giving written notice to the other
partners, but if the withdrawal violates the partnership agreement, the limited partnership
may recover from the withdrawing general partner damages for breach of the partnership
agreement and offset the damages against the amount otherwise distributable to him.
(P.A. 79-440, S. 31.)
Sec. 34-27c. Withdrawal of limited partner; notice. A limited partner may withdraw from a limited partnership in accordance with the partnership agreement. If the
partnership agreement does not specify the time or the events upon the happening of
which a limited partner may withdraw or a definite time for the dissolution and winding
up of the limited partnership, a limited partner may withdraw upon not less than six
months' prior written notice to each general partner at his address on the books of the
limited partnership at its office in this state.
(P.A. 79-440, S. 32; P.A. 86-379, S. 19.)
History: P.A. 86-379 deleted language re withdrawal at time or events specified in certificate of limited partnership
and deleted "certificate" and substituted "partnership agreement" in lieu thereof.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Sec. 34-27d. Distribution to partner upon withdrawal; payment of partner's
fair value of his interest in limited partnership. Except as provided in this chapter,
upon withdrawal any withdrawing partner is entitled to receive any distribution to which
he is entitled under the partnership agreement and, if not otherwise provided in the
agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair
value of his interest in the limited partnership as of the date of withdrawal based upon
his right to share in distributions from the limited partnership.
(P.A. 79-440, S. 33.)
Sec. 34-28. Person ceases to be general partner, when. Except as approved by
a specific written consent of all partners at the time, a person ceases to be a general
partner of a limited partnership upon the happening of any of the following events:
(1) The general partner withdraws from the limited partnership as provided in section 34-27b;
(2) The general partner ceases to be a member of the limited partnership as provided
in section 34-27;
(3) The general partner is removed as a general partner in accordance with the
partnership agreement;
(4) Unless otherwise provided in the partnership agreement, the general partner: (i)
Makes assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking
for himself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law, or regulation; (v) files an answer or
other pleading admitting or failing to contest material allegations of a petition filed
against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces
in the appointment of a trustee receiver, or liquidator of the general partner or of all or
any substantial part of his properties;
(5) Unless otherwise provided in the partnership agreement, one hundred twenty
days after the commencement of any proceeding against the general partner seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute, law, or regulation, the proceeding has not been dismissed,
or if within ninety days after the appointment without his consent or acquiescence of a
trustee, receiver, or liquidator of the general partner or of all or any substantial part of his
properties, the appointment is not vacated or stayed within ninety days after expiration of
any such stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural person, (i) his death; or (ii) the
entry by a court of competent jurisdiction adjudicating him incompetent to manage his
person or his estate;
(7) In the case of a general partner who is acting as a general partner by virtue of
being a trustee of a trust, the termination of the trust, but not merely the substitution of
a new trustee;
(8) In the case of a general partner that is a separate partnership, the dissolution and
commencement of winding up the separate partnership;
(9) In the case of a general partner that is a corporation, the filing of a certificate
of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(10) In the case of an estate, the distribution by the fiduciary of the estate's entire
interest in the partnership.
(1961, P.A. 79, S. 20; P.A. 79-440, S. 22; P.A. 86-379, S. 20.)
History: P.A. 79-440 entirely replaced previous provision which stated that retirement, death or insanity of a general
partner dissolves partnership, unless it is continued by remaining general partners under a right to do so stated in certificate
or with consent of all members; P.A. 86-379 changed "certificate of limited partnership" to "partnership agreement".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 196 C. 270, 275.
Sec. 34-28a. Nonjudicial dissolution of limited partnership. A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to
occur of the following: (1) At the time specified in the partnership agreement; (2) upon
the happening of events specified in the partnership agreement; (3) written consent of
all partners; (4) an event of withdrawal of a general partner unless at the time there is
at least one other general partner and the partnership agreement permits the business of
the limited partnership to be carried on by the remaining general partner and that partner
does so, but the limited partnership is not dissolved and is not required to be wound up
by reason of any event of withdrawal, if, within ninety days after the withdrawal, all
partners agree in writing to continue the business of the limited partnership and to the
appointment of one or more additional general partners if necessary or desired; or (5)
entry of a decree of judicial dissolution under section 34-28b.
(P.A. 79-440, S. 43; P.A. 86-379, S. 21.)
History: P.A. 86-379 made technical changes and changed "certificate of limited partnership" to "partnership
agreement".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 196 C. 270, 276, 277, 279, 281. Subdiv. (3) cited. Id., 270, 272.
Sec. 34-28b. Judicial dissolution of limited partnerships. On application by or
for a partner the superior court of the judicial district where the principal business of
the partnership is carried on may decree dissolution of a limited partnership whenever
it is not reasonably practicable to carry on the business in conformity with the partnership
agreement.
(P.A. 79-440, S. 44.)
Sec. 34-28c. Winding up of limited partnership. (a) Except as provided in the
partnership agreement, the general partners who have not wrongfully dissolved a limited
partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court of the judicial district where the principal business of the
partnership is carried on may wind up the limited partnership's affairs upon application
of any partner, his legal representative or assignee.
(b) Upon the dissolution of a limited partnership and until the filing of a certificate
of cancellation as provided in section 34-32a, the persons winding up the affairs of the
limited partnership may, in the name of, and for and on behalf of the limited partnership,
prosecute and defend suits, whether civil, criminal or administrative, settle and close
the business of the limited partnership, dispose of and convey the property of the limited
partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability
of the limited partners.
(P.A. 79-440, S. 45; P.A. 89-116, S. 4.)
History: P.A. 89-116 added Subsec. (b) re powers of persons winding up affairs of limited partnership without affecting
liability of limited partners.
Sec. 34-29. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner. If a partner who is an individual dies or a court
of competent jurisdiction adjudges him to be incompetent to manage his person or his
property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or
administering his property, including any power the partner had to give an assignee the
right to become a limited partner. If a partner is a corporation, trust or other entity and
is dissolved or terminated, the powers of that partner may be exercised by its legal
representative or successor.
(1961, P.A. 79, S. 21; P.A. 79-440, S. 42.)
History: P.A. 79-440 rephrased previous provisions, deleting provision which stated that estate of deceased limited
partner is liable for his liabilities as a limited partner, and added provision which required that powers of partner may be
exercised by legal representative or successor where partner is a corporation, trust or other entity dissolved or terminated.
Sec. 34-30. Rights of judgment creditor to charge partnership interest of partner. On application to a court of competent jurisdiction by any judgment creditor of a
partner, the court may charge the partnership interest of the partner with payment of the
unsatisfied amount of the judgment with interest. To the extent so charged, the judgment
creditor has only the rights of an assignee of the partnership interest. Nothing in this
chapter shall be held to deprive a partner of the benefit of any exemption laws applicable
to his partnership interest.
(1961, P.A. 79, S. 22; P.A. 79-440, S. 40.)
History: P.A. 79-440 rephrased provisions previously applicable only to limited partners, deleted provision empowering
court to appoint receiver and make all other necessary orders, etc., deleted provision which had allowed redemption of
interest with separate property of any general partner but not with partnership property, deleted provision which had stated
that remedies under section are not exclusive of others which may exist and specified that judgment creditor has only the
rights of an assignee of the partnership interest.
Cited. 35 CA 81-83, 86-88.