CHAPTER 610
UNIFORM LIMITED PARTNERSHIP ACT

Table of Contents

Sec. 34-9. Definitions.
Sec. 34-10b. Filing requirements.
Sec. 34-13e. Annual report.
Sec. 34-33a. *(See end of section for amended version and effective date.) Merger of limited partnerships.
Sec. 34-33b. *(See end of section for amended version and effective date.) Consolidation of limited partnerships.
Sec. 34-33d. *(See end of section for amended version and effective date.) Certificate of merger or consolidation.
Sec. 34-33f. *(See end of section for amended version and effective date.) Effect of merger or consolidation.
Sec. 34-38s. Foreign limited partnerships. Annual report.

      Sec. 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.

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      Sec. 34-10b. Filing requirements. (a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other document permitted or required to be filed pursuant to this chapter for a limited partnership, shall be delivered to the Secretary of the State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of the State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:

      (1) Endorse on each copy the word "Filed" and the day, month and year of the filing thereof; and

      (2) File a signed copy in his office.

      (b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of the State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof or a certificate of merger or consolidation which acts as a certificate of cancellation, the certificate of limited partnership is cancelled.

      (c) When any document is required or permitted to be filed or recorded as provided in sections 34-9 to 34-38u, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

      (d) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-9 to 34-38u, inclusive, to be filed with the Secretary of the State.

      (P.A. 79-440, S. 12; P.A. 83-74, S. 1; P.A. 89-116, S. 2; P.A. 93-363, S. 19; P.A. 11-146, S. 6.)

      History: P.A. 83-74 permitted filing of one signed copy and one conformed copy in lieu of two signed copies; P.A. 89-116 amended Subsec. (a) by requiring two copies of any notice or other document permitted or required to be filed for limited partnership; P.A. 93-363 changed "two signed copies or one signed copy and one conformed copy" to "a signed copy" and added "or of any certificate of merger or consolidation" after "cancellation" and "or a certificate of merger or consolidation which acts as a certificate of cancellation" after "judicial decree thereof"; P.A. 11-146 added Subsec. (c) re authority of Secretary of the State for good cause to permit filing or recording of a photostatic or other photographic copy of a document in lieu of original instrument and the effect thereof and added Subsec. (d) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012.

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      Sec. 34-13e. Annual report. (a) Each limited partnership shall file an annual report by electronic transmission with the Secretary of the State that shall be due upon the anniversary of the formation of the limited partnership. Upon request of a limited partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

      (b) Each annual report shall set forth: (1) The name of the limited partnership; (2) the address of the office of the limited partnership required to be maintained by section 34-13b; and (3) the electronic mail address, if any, of the limited partnership.

      (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 deliver to each limited partnership at the address of the office required to be maintained by section 34-13b or its electronic mail address, as shown by his records, notice that the annual report is due, but failure to receive such notice shall not relieve a limited partnership of the requirement of filing the report as provided in this section.

      (P.A. 95-252, S. 1; P.A. 11-146, S. 7.)

      History: P.A. 11-146 amended Subsec. (a) to delete "On and after January 1, 1996", require annual report to be filed "by electronic transmission" and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (b) to add Subdiv. (3) re electronic mail address and amended Subsec. (c) to require Secretary of the State to "deliver" to each limited partnership at "the address of the office required to be maintained by section 34-13b or its electronic mail address" a "notice that the annual report is due", rather than "mail" to each limited partnership "at its address" a "form prescribed by him for the annual report", and make a conforming change, effective January 1, 2012.

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      Sec. 34-33a. *(See end of section for amended version and effective date.) Merger of limited partnerships. (a) Pursuant to a plan of merger, approved in the manner provided by section 34-33c, one or more domestic limited partnerships may merge with or into any one or more domestic or foreign limited partnerships or any one or more other entities formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, and the plan shall name the survivor.

      (b) The plan of merger, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each party to the merger and the name of the limited partnership or other entity which is to be the survivor; (2) the terms and conditions of the merger, including the manner and basis of converting the shares or interests of each party to the merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any merging limited partnership or other entity of cash, securities of any limited partnership or other entity or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in a limited partnership or other entity which is not the survivor in the merger; (3) any changes in the certificate of limited partnership or the organizational documents of the survivor; (4) the effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and (5) such other provisions with respect to the merger as are deemed necessary or desirable. If the merger involves one or more other entities, a written plan of merger which meets the requirements for merger of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements of this section.

      (P.A. 93-363, S. 27; P.A. 03-18, S. 55; P.A. 04-99, S. 3.)

      *Note: On and after January 1, 2014, this section, as amended by section 41 of public act 11-241, is to read as follows:

      "Sec. 34-33a. Merger of limited partnerships. (a) Pursuant to a plan of merger, approved in the manner provided by section 34-33c, one or more domestic limited partnerships may merge with or into any one or more domestic or foreign limited partnerships formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, and the plan shall name the survivor.

      (b) The plan of merger, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each party to the merger and the name of the limited partnership which is to be the survivor; (2) the terms and conditions of the merger, including the manner and basis of converting the interests of each party to the merger into other securities, interests, obligations, rights to acquire, interests, securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any merging limited partnership of cash, securities of any limited partnership or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in a limited partnership which is not the survivor in the merger; (3) any changes in the certificate of limited partnership of the survivor; (4) the effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and (5) such other provisions with respect to the merger as are deemed necessary or desirable."

      (P.A. 93-363, S. 27; P.A. 03-18, S. 55; P.A. 04-99, S. 3; P.A. 11-241, S. 41.)

      History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more limited partnerships or other entities and re organized under the laws of any foreign country or other foreign jurisdiction or combination thereof, and replacing "surviving or resulting limited partnership" with "survivor", and amended Subsec. (b) by replacing references to surviving or resulting limited partnership with references to survivor, adding references to other entity, replacing "of the merging limited partnerships and a designation of which" with "party to the merger and the name of the" in Subdiv. (1), adding provision re manner and basis of converting shares or interests in Subdiv. (2), adding provision re organizational documents in Subdiv. (3), and adding provision re plan of merger meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger with or into one or more "domestic or foreign" limited partnerships, effective May 10, 2004; P.A. 11-241 deleted provisions re other entities, shares and organizational documents and made conforming changes, effective January 1, 2014.

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      Sec. 34-33b. *(See end of section for amended version and effective date.) Consolidation of limited partnerships. (a) Pursuant to a plan of consolidation, approved in the manner provided by section 34-33c, any domestic limited partnerships may consolidate with one or more limited partnerships or with one or more other entities formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, into a new limited partnership or other entity.

      (b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships or other entities and the name and jurisdiction of organization of the new limited partnership or other entity, which name may be that of any of the consolidating limited partnerships or other entities or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the shares or interests of each party to the consolidation into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any consolidating limited partnership of cash, securities of any limited partnership, or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in any consolidating limited partnership or other entity or of the new limited partnership or other entity; (3) if the survivor is a limited partnership, a certificate of limited partnership complying with section 34-10; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable. If the consolidation involves one or more other entities, a written plan of consolidation which meets the requirements for consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements of this section.

      (P.A. 93-363, S. 28; P.A. 03-18, S. 56.)

      *Note: On and after January 1, 2014, this section, as amended by section 42 of public act 11-241, is to read as follows:

      "Sec. 34-33b. Consolidation of limited partnerships. (a) Pursuant to a plan of consolidation, approved in the manner provided by section 34-33c, any domestic limited partnerships may consolidate with one or more limited partnerships formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, into a new limited partnership.

      (b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships and the name and jurisdiction of organization of the new limited partnership, which name may be that of any of the consolidating limited partnerships or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the interests of each party to the consolidation into interests, securities, obligations, rights to acquire other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any consolidating limited partnership of cash, securities of any limited partnership, or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in any consolidating limited partnership or of the new limited partnership; (3) a certificate of limited partnership complying with section 34-10; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable."

      (P.A. 93-363, S. 28; P.A. 03-18, S. 56; P.A. 11-241, S. 42.)

      History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more other entities and re organized under the laws of any foreign country of other foreign jurisdiction or combination thereof and amended Subsec. (b) by adding references to other entities, adding provision re manner and basis of converting shares or interests in Subdiv. (2), replacing "with respect to the new" with "if the survivor is a" in Subdiv. (3), and adding provision re plan of consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 deleted provisions re other entities and shares and made conforming changes, effective January 1, 2014.

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      Sec. 34-33d. *(See end of section for amended version and effective date.) Certificate of merger or consolidation. (a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by any merging limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b with respect to the survivor; (2) a certificate of consolidation by any consolidating limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b in respect of the new limited partnership or other entity together with an appointment of statutory agent for service as provided in section 34-13b or other applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited partnership of which they are general partners.

      (b) The certificate of merger or consolidation, in addition to the requirements for a certificate of merger or consolidation of the statutes under which any other entity that is a party to the merger or consolidation is organized or by which it is governed, shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.

      (c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.

      (d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, if the new entity is a limited partnership, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership.

      *Note: On and after January 1, 2014, this section, as amended by section 43 of public act 11-241, is to read as follows:

      "Sec. 34-33d. Certificate of merger or consolidation. (a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by any merging limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b with respect to the survivor; (2) a certificate of consolidation by any consolidating limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b in respect of the new limited partnership together with an appointment of statutory agent for service as provided in section 34-13b or other applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited partnership of which they are general partners.

      (b) The certificate of merger or consolidation shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.

      (c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.

      (d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership."

      (P.A. 93-363, S. 30; P.A. 03-18, S. 57; P.A. 11-241, S. 43.)

      History: P.A. 03-18 amended Subsec. (a) by replacing "Any domestic limited partnership merging or consolidating under this section" with "After a plan of merger or consolidation is approved pursuant to Sec. 34-33c, the survivor", adding reference to any merging limited partnership that is a party to the certificate of merger and replacing reference to surviving limited partnership with reference to survivor in Subdiv. (1), adding references to any consolidating limited partnership that is a party to the certificate of consolidation, "other entity" and "other applicable law" in Subdiv. (2), adding reference to general partners in Subdiv. (3) and making technical changes, amended Subsec. (b) by adding provision re requirements of statutes under which other entity is organized or governed and replacing references to surviving or new limited partnership with references to survivor, and amended Subsec. (d) by replacing reference to surviving or new limited partnership with reference to survivor and adding provision re if the new entity is a limited partnership, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and made conforming changes, effective January 1, 2014.

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      Sec. 34-33f. *(See end of section for amended version and effective date.) Effect of merger or consolidation. (a) The survivor shall be a single limited partnership or other entity, which, in the case of a merger shall be that limited partnership or other entity designated in the plan of merger as the survivor and, in the case of a consolidation shall be the new limited partnership or other entity provided for in the plan of consolidation.

      (b) The separate existence of each party to the merger or the consolidation, except the survivor, shall cease.

      (c) For the purposes of the laws of this state, the survivor shall thereupon and thereafter, to the extent consistent with its certificate of limited partnership or other organizational documents as in effect upon effecting the merger or consolidation, possess all of the rights, privileges and powers of each of the limited partnerships and other entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships and other entities as well as all other things and choses in action belonging to each of such limited partnerships and other entities, and all and every other interests, of or belonging to or due to each of the limited partnerships and other entities so merged or consolidated, shall be vested in such single limited partnership or other entity without further act or deed; and the title to any real estate, or any interest therein, vested in any of such limited partnerships and other entities shall not revert or be in any way impaired by reason of such merger or consolidation.

      (d) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger or consolidation, to or for the benefit of any party to the merger or the consolidation shall inure to the benefit of the survivor. So far as is necessary for that purpose, the existence of each party to the merger or the consolidation shall be deemed to continue in and through the survivor.

      (e) The survivor shall be liable for all the liabilities, obligations and penalties of each party to the merger or the consolidation; and any claim existing or action or proceeding, civil or criminal, pending by or against any such limited partnership or other entity may be prosecuted as if such merger or consolidation had not taken place, or such survivor may be substituted in its place; and any judgment rendered against any party to the merger or the consolidation may be enforced against the survivor. Neither the rights of creditors nor any liens upon the property of any merging or consolidating limited partnership shall be impaired by the merger or consolidation.

      (f) Any general partner of a limited partnership or holder of an interest in any other entity that is a party to a merger or a consolidation who, prior to the merger or the consolidation, was obligated for any of the liabilities or obligations of the limited partnership or other entity shall not be released by reason of the merger or the consolidation from any such liabilities or obligations arising prior to the effective time of the merger or the consolidation.

      (P.A. 93-363, S. 32; P.A. 03-18, S. 58.)

      *Note: On and after January 1, 2014, this section, as amended by section 44 of public act 11-241, is to read as follows:

      "Sec. 34-33f. Effect of merger or consolidation. (a) The survivor shall be a single limited partnership, which, in the case of a merger shall be that limited partnership designated in the plan of merger as the survivor and, in the case of a consolidation shall be the new limited partnership provided for in the plan of consolidation.

      (b) The separate existence of each party to the merger or the consolidation, except the survivor, shall cease.

      (c) For the purposes of the laws of this state, the survivor shall thereupon and thereafter, to the extent consistent with its certificate of limited partnership as in effect upon effecting the merger or consolidation, possess all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships as well as all other things and choses in action belonging to each of such limited partnerships, and all and every other interests, of or belonging to or due to each of the limited partnerships so merged or consolidated, shall be vested in such single limited partnership without further act or deed; and the title to any real estate, or any interest therein, vested in any of such limited partnerships shall not revert or be in any way impaired by reason of such merger or consolidation.

      (d) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger or consolidation, to or for the benefit of any party to the merger or the consolidation shall inure to the benefit of the survivor. So far as is necessary for that purpose, the existence of each party to the merger or the consolidation shall be deemed to continue in and through the survivor.

      (e) The survivor shall be liable for all the liabilities, obligations and penalties of each party to the merger or the consolidation; and any claim existing or action or proceeding, civil or criminal, pending by or against any such limited partnership may be prosecuted as if such merger or consolidation had not taken place, or such survivor may be substituted in its place; and any judgment rendered against any party to the merger or the consolidation may be enforced against the survivor. Neither the rights of creditors nor any liens upon the property of any merging or consolidating limited partnership shall be impaired by the merger or consolidation.

      (f) Any general partner of a limited partnership that is a party to a merger or a consolidation who, prior to the merger or the consolidation, was obligated for any of the liabilities or obligations of the limited partnership shall not be released by reason of the merger or the consolidation from any such liabilities or obligations arising prior to the effective time of the merger or the consolidation."

      (P.A. 93-363, S. 32; P.A. 03-18, S. 58; P.A. 11-241, S. 44.)

      History: P.A. 03-18 replaced references to surviving or new limited partnership with references to survivor, added references to other entities and replaced references to merging or consolidating limited partnerships with references to party to the merger or consolidation throughout, amended Subsec. (a) by replacing "merging limited partnerships or consolidating limited partnerships party to the plan of merger or consolidation" with "survivor", amended Subsec. (b) by replacing "all merging or consolidating limited partnerships party to the plan of merger or consolidation" with "each party to the merger or the consolidation", amended Subsec. (c) by adding provision re other organizational documents and deleting "taken and transferred to and", and added Subsec. (f) re liabilities and obligations of general partner of limited partnership or holder of interest in other entity, effective July 1, 2003; P.A. 11-241 deleted provisions re other entities and organizational documents, effective January 1, 2014.

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      Sec. 34-38s. Foreign limited partnerships. Annual report. (a) Each foreign limited partnership registered to transact business in this state shall file an annual report by electronic transmission with the Secretary of the State that shall be due upon the anniversary of the registration of such foreign limited partnership pursuant to section 34-38g. Upon request of a foreign limited partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign limited partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

      (b) Each annual report shall set forth: (1) The name of the foreign limited partnership and, if different, the name under which such foreign limited partnership transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; and (3) the electronic mail address, if any, of the foreign limited partnership.

      (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 deliver to each foreign limited partnership at its principal office or its electronic mail address, as last shown by his records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign limited partnership of the requirement of filing the report as provided in this section.

      (P.A. 95-252, S. 5; P.A. 11-146, S. 8.)

      History: P.A. 11-146 amended Subsec. (a) to delete "On and after January 1, 1996", require annual report to be filed "by electronic transmission" and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (b) to add Subdiv. (3) re electronic mail address and amended Subsec. (c) to require Secretary of the State to "deliver" a "notice that the annual report is due", rather than "mail" a "form prescribed by him for the annual report", allow delivery of such notice to partnership's electronic mail address and make a conforming change, effective January 1, 2012.

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