CHAPTER 614
UNIFORM PARTNERSHIP ACT.
LIMITED LIABILITY PARTNERSHIPS

Table of Contents

Sec. 34-301. Definitions.
Sec. 34-363. *(See end of section for amended version of subsection (a) and effective date.) Dissociated partner's power to bind and liability to partnership.
Sec. 34-364. *(See end of section for amended version of subsection (b) and effective date.) Dissociated partner's liability to other persons.
Sec. 34-384. *(See end of section for amended version and effective date.) Definitions.
Sec. 34-385. (Note: This section is repealed, effective January 1, 2014.) Conversion of partnership to limited partnership.
Sec. 34-386. (Note: This section is repealed, effective January 1, 2014.) Conversion of limited partnership to partnership.
Sec. 34-387. (Note: This section is repealed, effective January 1, 2014.) Effect of conversion.
Sec. 34-388. *(See end of section for amended version and effective date.) Merger of partnerships.
Sec. 34-389. *(See end of section for amended version and effective date.) Effect of merger.
Sec. 34-390. *(See end of section for amended version and effective date.) Statement of merger.
Sec. 34-391. (Note: This section is repealed, effective January 1, 2014.) Nonexclusive.
Sec. 34-408. (Formerly Sec. 34-81u). Domestic and foreign limited liability partnerships: Statutory agent for service.
Sec. 34-411. (Formerly Sec. 34-81x). Domestic and foreign limited liability partnerships: Filing of documents.
Sec. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report.
Sec. 34-429. (Formerly Sec. 34-81j). Foreign limited liability partnership: Filing certificate of authority to transact business.
Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report.

PART I
UNIFORM PARTNERSHIP ACT. GENERAL PROVISIONS

      Sec. 34-301. Definitions. As used in sections 34-300 to 34-434, inclusive:

      (1) "Business" includes every trade, occupation and profession.

      (2) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.

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

      (4) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

      (5) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-300 to 34-434, inclusive.

      (6) "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.

      (7) "Foreign registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of any state other than this state and registered or denominated as a registered limited liability partnership or limited liability partnership under the laws of such other state.

      (8) "Interests" means the proprietary interests in an other entity.

      (9) "Merger" means a business combination pursuant to section 34-388.

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

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

      (12) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a registered limited liability partnership.

      (13) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

      (14) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

      (15) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

      (16) "Party to a merger" means any domestic or foreign partnership or other entity that will merge under a plan of merger.

      (17) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

      (18) "Plan of merger" means a plan entered into pursuant to section 34-388.

      (19) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein.

      (20) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419, and complying with sections 34-406 and 34-420.

      (21) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

      (22) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

      (23) "Statement" means a statement of partnership authority under section 34-324, a statement of denial under section 34-325, a statement of dissociation under section 34-365, a statement of dissolution under section 34-376, a statement of merger under section 34-390, or an amendment or cancellation of any of the foregoing.

      (24) "Survivor" in a merger means the partnership or other entity into which one or more other partnerships or other entities are merged or consolidated. A survivor of a merger may preexist the merger or be created by the merger.

      (25) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

      (P.A. 95-341, S. 2, 58; P.A. 03-18, S. 69; P.A. 11-146, S. 13.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 made a technical change, added new Subdivs. (5) to (8) defining "interests", "merger", "organizational documents" and "other entity", redesignated existing Subdivs. (5) to (8) as Subdivs. (9) to (12), added new Subdivs. (13), (15) and (20) defining "party to a merger", "plan of merger" and "survivor", and redesignated existing Subdivs. (9) to (14) as Subdivs. (14), (16) to (19) and (21), effective July 1, 2003; P.A. 11-146 replaced reference to "sections 34-300 to 34-399, inclusive" with reference to "sections 34-300 to 34-434, inclusive", added new Subdivs. (3), (5), (6) and (21) defining "deliver" or "delivery", "document", "electronic transmission" or "electronically transmitted" and "sign" or "signature" and redesignated existing Subdivs. (3) to (21) as Subdivs. (4), (7) to (20) and (22) to (25), effective January 1, 2012.

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PART VII
PARTNER'S DISSOCIATION
WHEN BUSINESS NOT WOUND UP

      Sec. 34-363. *(See end of section for amended version of subsection (a) and effective date.) Dissociated partner's power to bind and liability to partnership. *(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 34-384 to 34-391, inclusive, is bound by an act of the dissociated partner which would have bound the partnership under section 34-322 before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.

      (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.

      (P.A. 95-341, S. 35, 58.)

      *Note: On and after January 1, 2014, subsection (a) of this section, as amended by section 55 of public act 11-241, is to read as follows:

      "(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 34-384 and 34-388 to 34-390, inclusive, is bound by an act of the dissociated partner which would have bound the partnership under section 34-322 before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365."

      (P.A. 95-341, S. 35, 58; P.A. 11-241, S. 55.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 amended Subsec. (a) to replace reference to "sections 34-384 to 34-391, inclusive" with reference to "sections 34-384 and 34-388 to 34-390, inclusive", effective January 1, 2014.

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      Sec. 34-364. *(See end of section for amended version of subsection (b) and effective date.) Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.

      *(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 to 34-391, inclusive, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.

      (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

      (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

      (P.A. 95-341, S. 36, 58.)

      *Note: On and after January 1, 2014, subsection (b) of this section, as amended by section 56 of public act 11-241, is to read as follows:

      "(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 and 34-388 to 34-390, inclusive, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365."

      (P.A. 95-341, S. 36, 58; P.A. 11-241, S. 56.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 amended Subsec. (b) to replace reference to "sections 34-384 to 34-391, inclusive" with reference to "sections 34-384 and 34-388 to 34-390, inclusive", effective January 1, 2014.

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PART IX
CONVERSIONS AND MERGERS

      Sec. 34-384. *(See end of section for amended version and effective date.) Definitions. In this section and sections 34-385 to 34-391, inclusive:

      (1) "General partner" means a partner in a partnership and a general partner in a limited partnership.

      (2) "Limited partner" means a limited partner in a limited partnership.

      (3) "Limited partnership" means a limited partnership created under sections 34-9 to 34-38r, inclusive, predecessor law or comparable law of another jurisdiction.

      (4) "Partner" includes both a general partner and a limited partner.

      (P.A. 95-341, S. 46, 58.)

      *Note: On and after January 1, 2014, this section, as amended by section 57 of public act 11-241, is to read as follows:

      "Sec. 34-384. Definitions. In this section and sections 34-388 to 34-390, inclusive:

      (1) "General partner" means a partner in a partnership and a general partner in a limited partnership.

      (2) "Limited partner" means a limited partner in a limited partnership.

      (3) "Limited partnership" means a limited partnership created under sections 34-9 to 34-38r, inclusive, predecessor law or comparable law of another jurisdiction.

      (4) "Partner" includes both a general partner and a limited partner."

      (P.A. 95-341, S. 46, 58; P.A. 11-241, S. 57.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 replaced reference to "sections 34-385 to 34-391, inclusive" with reference to "sections 34-388 to 34-390, inclusive", effective January 1, 2014.

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      Sec. 34-385. (Note: This section is repealed, effective January 1, 2014.) Conversion of partnership to limited partnership. (a) A partnership may be converted to a limited partnership pursuant to this section.

      (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.

      (c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate shall include: (1) A statement that the partnership was converted to a limited partnership from a partnership; (2) its former name; and (3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.

      (d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.

      (e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in sections 34-9 to 34-38r, inclusive.

      (P.A. 95-341, S. 47, 58; P.A. 11-241, S. 58.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 repealed section, effective January 1, 2014.

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      Sec. 34-386. (Note: This section is repealed, effective January 1, 2014.) Conversion of limited partnership to partnership. (a) A limited partnership may be converted to a partnership pursuant to this section.

      (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.

      (c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.

      (d) The conversion takes effect when the certificate of limited partnership is cancelled.

      (e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.

      (P.A. 95-341, S. 48, 58; P.A. 11-241, S. 58.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 repealed section, effective January 1, 2014.

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      Sec. 34-387. (Note: This section is repealed, effective January 1, 2014.) Effect of conversion. (a) A partnership or limited partnership that has been converted pursuant to sections 34-384 to 34-391, inclusive, is for all purposes the same entity that existed before the conversion.

      (b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership remains vested in the converted entity; (2) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and (3) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.

      (P.A. 95-341, S. 49, 58; P.A. 11-241, S. 58.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 repealed section, effective January 1, 2014.

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      Sec. 34-388. *(See end of section for amended version and effective date.) Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, one or more partnerships may merge with or into any one or more 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.

      (b) The plan of merger shall set forth:

      (1) The name of each partnership or other entity that is a party to the merger;

      (2) The name of the survivor into which the other partnerships or other entities will merge;

      (3) Whether the survivor is a partnership or an other entity and, if the survivor is a partnership or a limited partnership, the status of each partner;

      (4) The terms and conditions of the merger;

      (5) The manner and basis of converting the shares or interests of each party to the merger into shares, interests or obligations of the survivor or into money or other property in whole or part;

      (6) The street address of the survivor's chief executive office;

      (7) 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

      (8) Such other provisions with respect to the merger as are deemed necessary or desirable.

      (c) The plan of merger shall be approved:

      (1) In the case of a partnership that is a party to the merger, by all of the partners or a number or percentage specified for merger in the partnership agreement; and

      (2) In the case of an other entity that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the other entity is organized or by which it is governed and, in the absence of such a specifically applicable law, as to a limited partnership, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.

      (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

      (e) The merger takes effect on the later of:

      (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

      (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

      (3) Any effective date specified in the plan of merger.

      (f) 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 a plan of merger under this section.

      (P.A. 95-341, S. 50, 58; P.A. 03-18, S. 70.)

      *Note: On and after January 1, 2014, this section, as amended by section 50 of public act 11-241, is to read as follows:

      "Sec. 34-388. Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, one or more partnerships may merge with or into any one or more 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.

      (b) The plan of merger shall set forth:

      (1) The name of each partnership that is a party to the merger;

      (2) The name of the survivor into which the other partnerships shall merge;

      (3) The status of each partner;

      (4) The terms and conditions of the merger;

      (5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the survivor or into money or other property in whole or part;

      (6) The street address of the survivor's chief executive office;

      (7) 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

      (8) Such other provisions with respect to the merger as are deemed necessary or desirable.

      (c) The plan of merger shall be approved by all of the partners or a number or percentage specified for merger in the partnership agreement.

      (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

      (e) The merger takes effect on the later of:

      (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

      (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

      (3) Any effective date specified in the plan of merger."

      (P.A. 95-341, S. 50, 58; P.A. 03-18, S. 70; P.A. 11-241, S. 50.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing provision re merger with partnerships or limited partnerships with provision re merger with or into partnerships or other entities formed or organized under the laws of this state or any other state or foreign country or other foreign jurisdiction or combination thereof, amended Subsec. (b) by replacing references to surviving entity with references to survivor, replacing references in Subdivs. (1) and (2) to limited partnership with references to other entity, adding provision in Subdiv. (3) re whether survivor is an other entity, adding references in Subdiv. (5) to shares, adding Subdivs. (7) and (8) re effective date or time of merger and other provisions deemed necessary or desirable, and making technical changes, amended Subsec. (c)(2) by replacing references to limited partnership with references to other entity, adding provision re law by which other entity is governed, and making a technical change, and added Subsec. (f) re plan of merger meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) and (b) to delete provisions re other entities and shares and, in Subsec. (b), change "will" to "shall", deleted former Subsec. (c)(2) re other entity, deleted former Subsec. (f) re merger involving one or more other entities, and made technical changes, effective January 1, 2014.

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      Sec. 34-389. *(See end of section for amended version and effective date.) Effect of merger. (a) When a merger takes effect:

      (1) The separate existence of every partnership or other entity that is a party to the merger, other than the survivor, ceases;

      (2) All property owned by each of the merged partnerships or other entities vests in the survivor;

      (3) All obligations of every partnership or other entity that is a party to the merger become the obligations of the survivor; and

      (4) An action or proceeding pending against a partnership or other entity that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.

      (b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership or other entity to enforce an obligation of a domestic partnership or other entity that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership or other entity.

      (c) A partner of a surviving partnership or limited partnership is liable for:

      (1) All obligations of a party to the merger for which the partner was personally liable before the merger;

      (2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and

      (3) All obligations of the survivor incurred after the merger takes effect, but those obligations may be satisfied only out of property of the survivor if the partner is a limited partner.

      (d) If the obligations incurred before the merger by a party to the merger that is a partnership or limited partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.

      (e) A partner of a party to a merger between or among partnerships or limited partnerships, or both, who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner's interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner's interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.

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

      (P.A. 95-341, S. 51, 58; P.A. 03-18, S. 71.)

      *Note: On and after January 1, 2014, this section, as amended by section 51 of public act 11-241, is to read as follows:

      "Sec. 34-389. Effect of merger. (a) When a merger takes effect:

      (1) The separate existence of every partnership that is a party to the merger, other than the survivor, ceases;

      (2) All property owned by each of the merged partnerships vests in the survivor;

      (3) All obligations of every partnership that is a party to the merger become the obligations of the survivor; and

      (4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.

      (b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership.

      (c) A partner of a surviving partnership is liable for:

      (1) All obligations of a party to the merger for which the partner was personally liable before the merger;

      (2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and

      (3) All obligations of the survivor incurred after the merger takes effect.

      (d) If the obligations incurred before the merger by a party to the merger that is a partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.

      (e) A partner of a party to a merger between or among partnerships who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner's interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner's interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.

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

      (P.A. 95-341, S. 51, 58; P.A. 03-18, S. 71; P.A. 11-241, S. 51.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and replaced references to surviving entity, entity and surviving partnership or limited partnership with references to survivor throughout, made a technical change in Subsec. (c), amended Subsec. (d) by adding "that is a partnership or limited partnership" and replacing "formed" with "organized", amended Subsec. (e) by adding provision re merger between or among partnerships or limited partnerships, or both, and added Subsec. (f) re liabilities or obligations of partner of partnership or holder of interest in other entity, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and limited partnership, effective January 1, 2014.

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      Sec. 34-390. *(See end of section for amended version and effective date.) Statement of merger. (a) After a merger, if the survivor is a partnership, the partnership may file a statement that one or more partnerships or other entities have merged into the surviving partnership.

      (b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation applicable to an other entity that is a party to the merger:

      (1) The name of each partnership or other entity that is a party to the merger;

      (2) The name of the survivor into which the other partnerships or other entities were merged;

      (3) The street address of the survivor's chief executive office and of an office in this state, if any; and

      (4) The type of entity of the survivor.

      (c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323, property of the surviving partnership or other entity which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.

      (d) For the purposes of section 34-323, real property of the surviving partnership or other entity which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

      (e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership or other entity that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section.

      (f) If the survivor is a limited liability partnership, a certificate meeting the requirements of section 34-33d shall be filed with the Secretary of the State.

      (P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72.)

      *Note: On and after January 1, 2014, this section, as amended by section 52 of public act 11-241, is to read as follows:

      "Sec. 34-390. Statement of merger. (a) After a merger, the partnership may file a statement that one or more partnerships have merged into the surviving partnership.

      (b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation:

      (1) The name of each partnership that is a party to the merger;

      (2) The name of the survivor into which the other partnerships were merged; and

      (3) The street address of the survivor's chief executive office and of an office in this state, if any.

      (c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323, property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.

      (d) For the purposes of section 34-323, real property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

      (e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section."

      (P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72; P.A. 11-241, S. 52.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and references to surviving entity with references to survivor throughout, amended Subsec. (a) by replacing "the surviving partnership or limited partnership may" with "if the survivor is a partnership, the partnership may" and replacing "entity" with "partnership", amended Subsec. (b) by adding provision re requirements of statute for certificate of merger or consolidation applicable to other entity that is a party to the merger and replacing in Subdiv. (4) provision re whether surviving entity is a partnership or limited partnership with provision re the type of entity of the survivor, and adding Subsec. (f) re filing of certificate by survivor that is a limited liability partnership, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) to (e) to delete provisions re other entities and make conforming changes, and deleted former Subsec. (f) re limited liability partnership survivor, effective January 1, 2014.

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      Sec. 34-391. (Note: This section is repealed, effective January 1, 2014.) Nonexclusive. Sections 34-384 to 34-391, inclusive, are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

      (P.A. 95-341, S. 53, 58; P.A. 11-241, S. 58.)

      History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 repealed section, effective January 1, 2014.

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PART XI
LIMITED LIABILITY PARTNERSHIPS

      Sec. 34-408. (Formerly Sec. 34-81u). Domestic and foreign limited liability partnerships: Statutory agent for service. (a) Each registered limited liability partnership which does not have its principal office in this state and each foreign registered limited liability partnership shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: (1) A natural person who is a resident of this state; (2) a domestic corporation; (3) 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; (4) a domestic limited liability company; (5) 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; (6) a domestic registered limited liability partnership; (7) a foreign registered limited liability partnership which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) 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.

      (b) A registered limited liability partnership which does not have its principal office in this state or a foreign registered limited liability partnership shall appoint a statutory agent for service by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the registered limited liability partnership or the foreign registered limited liability partnership; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence addresses thereof; if the statutory agent is an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

      (c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the registered limited liability partnership shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the registered limited liability partnership shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service 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 to the registered limited liability partnership at its principal office. Upon the expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. A registered limited liability partnership may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

      (P.A. 94-218, S. 22, 28; P.A. 04-240, S. 20; P.A. 11-146, S. 19.)

      History: P.A. 94-218 effective January 1, 1996; Sec. 34-81u transferred to Sec. 34-408 in 1997, effective July 1, 1997; P.A. 04-240 amended Subsec. (a) by making a technical change, revising Subdivs. (2) and (3) re corporations as agents for service and adding Subdivs. (4) to (9) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service and amended Subsec. (b) by making conforming changes re entity as agent for service and making technical changes; P.A. 11-146 added Subsec. (c) re appointment of new agent, change of address of agent, resignation of agent and revocation of appointment of agent, effective January 1, 2012.

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      Sec. 34-411. (Formerly Sec. 34-81x). Domestic and foreign limited liability partnerships: Filing of documents. (a) The original signed copy of a certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership or of any other document required to be filed pursuant to sections 34-300 to 34-434, inclusive, shall be delivered to the Secretary of the State. Unless the Secretary of the State determines that the documents do not conform to the filing provisions of said sections, he shall, when all required filing fees have been paid: (1) Endorse on each signed original "filed" and the date and time of its acceptance for filing; and (2) retain the signed original in his files.

      (b) When any document is required or permitted to be filed or recorded as provided in sections 34-300 to 34-434, 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.

      (c) 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 34-300 to 34-434, inclusive, to be filed with the Secretary of the State.

      (d) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-300 to 34-434, inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.

      (P.A. 94-218, S. 25, 28; P.A. 96-77, S. 8, 17; P.A. 11-146, S. 14.)

      History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced references to "sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive," with "sections 34-300 to 34-434, inclusive," effective July 1, 1997; Sec. 34-81x transferred to Sec. 34-411 in 1997; P.A. 11-146 added new Subsec. (b) 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, added new Subsec. (c) 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 and redesignated existing Subsec. (b) as Subsec. (d), effective January 1, 2012.

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      Sec. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report. (a) Each registered limited liability partnership shall file an annual report by electronic transmission with the Secretary of the State, which report shall be due upon the anniversary of the filing of a certificate of limited liability partnership pursuant to section 34-419. Upon request of a registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the registered limited liability 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) Such reporting requirement shall commence on or after January 1, 1997, and continue annually thereafter.

      (c) Each annual report shall set forth: (1) The name of the registered limited liability partnership; (2) the registered limited liability partnership's current principal office address; and (3) the electronic mail address, if any, of the registered limited liability partnership.

      (d) Each annual report shall be executed in accordance with section 34-410 and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall deliver to each registered limited liability partnership at its principal office or electronic mail address, as shown on his records, notice that the annual report is due, but failure to receive such notice shall not relieve a registered limited liability partnership of the requirement of filing the report as provided in this section.

      (P.A. 94-218, S. 10, 28; P.A. 11-146, S. 15.)

      History: P.A. 94-218 effective January 1, 1996; Sec. 34-81c transferred to Sec. 34-420 in 1997, effective July 1, 1997; P.A. 11-146 amended Subsec. (a) to 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. (c) to add Subdiv. (3) re electronic mail address and amended Subsec. (d) 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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      Sec. 34-429. (Formerly Sec. 34-81j). Foreign limited liability partnership: Filing certificate of authority to transact business. Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-406; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-408 and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a "foreign registered limited liability partnership" as defined in section 34-301; (6) a brief statement of the business in which the partnership engages; and (7) any other matters the partnership may determine to include.

      (P.A. 94-218, S. 14, 28; P.A. 96-77, S. 4, 17; P.A. 11-146, S. 20.)

      History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced reference to "subdivision (9) of section 34-40" with "subdivision (4) of section 34-301", effective July 1, 1997; Sec. 34-81j transferred to Sec. 34-429 in 1997; P.A. 11-146 made a technical change in statutory reference in Subdiv. (5), effective January 1, 2012.

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      Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report. (a) A foreign registered limited liability partnership authorized to transact business in this state shall file an annual report by electronic transmission with the office of the Secretary of the State which report shall be due upon the anniversary of such foreign registered limited liability partnership's certificate of authority pursuant to section 34-429. Upon request of a foreign registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign registered limited liability 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) Such reporting requirement shall commence on and after January 1, 1997, and continue annually thereafter.

      (c) Each annual report shall set forth: (1) The name of the foreign registered limited liability partnership and, if different, the name under which such foreign registered limited liability 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 registered limited liability 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 registered limited liability partnership.

      (d) Each annual report shall be executed in accordance with section 34-410, and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall deliver to each foreign registered limited liability partnership at its principal office or electronic mail address, as shown on his records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign registered limited liability partnership of the requirement of filing the report as provided in this section.

      (P.A. 94-218, S. 16, 28; P.A. 11-146, S. 16.)

      History: P.A. 94-218 effective January 1, 1996; Sec. 34-81l transferred to Sec. 34-431 in 1997, effective July 1, 1997; P.A. 11-146 amended Subsec. (a) to 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. (c) to add Subdiv. (3) re electronic mail address and amended Subsec. (d) 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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