Uniform Partnership Act

Connecticut · 34 · §§ 34-300 to 34-435 · 89 sections

Overview

The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

In the courts

Sections of this act have been cited in 17 court decisions.

Most-cited authority: 406 F. Supp. 2d 175 - Victor G. Reiling Associates v. Fisher-Price, Inc.

Sections covered

Conn. Gen. Stat. § 34-300Short title: Uniform Partnership Act1 cite
Conn. Gen. Stat. § 34-301Definitions3 cites
Conn. Gen. Stat. § 34-302Knowledge and notice
Conn. Gen. Stat. § 34-303Effect of partnership agreement. Nonwaivable provisions
Conn. Gen. Stat. § 34-304Supplemental principles of law
Conn. Gen. Stat. § 34-305Execution, filing and recording of statements
Conn. Gen. Stat. § 34-306Law governing internal relations
Conn. Gen. Stat. § 34-307Partnership subject to statutory amendment or repeal
Conn. Gen. Stat. § 34-308Powers of Secretary of the State
Conn. Gen. Stat. § 34-309Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-313Partnership as entity
Conn. Gen. Stat. § 34-314Formation of partnership4 cites
Conn. Gen. Stat. § 34-315Partnership property1 cite
Conn. Gen. Stat. § 34-316When property is partnership property1 cite
Conn. Gen. Stat. § 34-317Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-322Partner as agent of partnership
Conn. Gen. Stat. § 34-323Transfer of partnership property
Conn. Gen. Stat. § 34-324Statement of partnership authority
Conn. Gen. Stat. § 34-325Statement of denial
Conn. Gen. Stat. § 34-326Partnership liable for partner's actionable conduct1 cite
Conn. Gen. Stat. § 34-327Liability of partner. Insurance
Conn. Gen. Stat. § 34-328Actions by and against partnership and partners1 cite
Conn. Gen. Stat. § 34-329Liability of purported partner2 cites
Conn. Gen. Stat. § 34-330Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-335Rights and duties of a partner
Conn. Gen. Stat. § 34-336Distributions in kind
Conn. Gen. Stat. § 34-337Rights and duties of a partner with respect to information
Conn. Gen. Stat. § 34-338General standards of conduct of a partner1 cite
Conn. Gen. Stat. § 34-339Actions by partnership and partners
Conn. Gen. Stat. § 34-340Continuation of partnership beyond definite term or particular undertaking
Conn. Gen. Stat. § 34-341Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-346Partner not co-owner of partnership property
Conn. Gen. Stat. § 34-347Partner's transferable interest in partnership
Conn. Gen. Stat. § 34-348Transfer of partner's transferable interest
Conn. Gen. Stat. § 34-349Partner's transferable interest subject to charging order
Conn. Gen. Stat. § 34-350Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-355Events causing partner's dissociation
Conn. Gen. Stat. § 34-356Partner's power to dissociate. Wrongful dissociation
Conn. Gen. Stat. § 34-357Effect of partner's dissociation
Conn. Gen. Stat. § 34-358Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-362Purchase of dissociated partner's interest
Conn. Gen. Stat. § 34-363Dissociated partner's power to bind and liability to partnership
Conn. Gen. Stat. § 34-364Dissociated partner's liability to other persons1 cite
Conn. Gen. Stat. § 34-365Statement of dissociation
Conn. Gen. Stat. § 34-366Continued use of partnership name
Conn. Gen. Stat. § 34-367Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-372Events causing dissolution and winding up of partnership business
Conn. Gen. Stat. § 34-373Partnership continues after dissolution
Conn. Gen. Stat. § 34-374Right to wind up partnership business
Conn. Gen. Stat. § 34-375Partner's power to bind partnership after dissolution
Conn. Gen. Stat. § 34-376Statement of dissolution
Conn. Gen. Stat. § 34-377Partner's liability to other partners after dissolution1 cite
Conn. Gen. Stat. § 34-378Settlement of accounts and contributions among partners
Conn. Gen. Stat. § 34-379Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-384Definitions
Conn. Gen. Stat. § 34-385Conversion of partnership to limited partnership. Conversion of limited partnership to partnership. Effect of conversion
Conn. Gen. Stat. § 34-388Merger of partnerships
Conn. Gen. Stat. § 34-389Effect of merger
Conn. Gen. Stat. § 34-390Statement of merger
Conn. Gen. Stat. § 34-391Nonexclusive
Conn. Gen. Stat. § 34-392Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-397Uniformity of application and construction
Conn. Gen. Stat. § 34-398Applicability
Conn. Gen. Stat. § 34-399Savings clause
Conn. Gen. Stat. § 34-400(Formerly Sec. 34-81a). Recognition and regulation of partnerships
Conn. Gen. Stat. § 34-401Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-406(Formerly Sec. 34-81s). Domestic and foreign limited liability partnerships: Name
Conn. Gen. Stat. § 34-407(Formerly Sec. 34-81t). Domestic and foreign limited liability partnerships: Reservation of name
Conn. Gen. Stat. § 34-408(Formerly Sec. 34-81u). Domestic and foreign limited liability partnerships: Statutory agent for service
Conn. Gen. Stat. § 34-409(Formerly Sec. 34-81v). Domestic and foreign limited liability partnerships: Amendment of certificate
Conn. Gen. Stat. § 34-410(Formerly Sec. 34-81w). Domestic and foreign limited liability partnerships: Execution of documents
Conn. Gen. Stat. § 34-411(Formerly Sec. 34-81x). Domestic and foreign limited liability partnerships: Filing of documents
Conn. Gen. Stat. § 34-412(Formerly Sec. 34-81y). Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State
Conn. Gen. Stat. § 34-413(Formerly Sec. 34-81z). Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State
Conn. Gen. Stat. § 34-414Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-419(Formerly Sec. 34-81b). Domestic limited liability partnership: Filing of certificate
Conn. Gen. Stat. § 34-420(Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report
Conn. Gen. Stat. § 34-421(Formerly Sec. 34-81d). Domestic limited liability partnership: Failure to file report. Incorrect report
Conn. Gen. Stat. § 34-422(Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate
Conn. Gen. Stat. § 34-422aDomestic limited liability partnership: Reinstatement after revocation
Conn. Gen. Stat. § 34-423(Formerly Sec. 34-81f). Domestic limited liability partnership: Renunciation of status
Conn. Gen. Stat. § 34-424Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships
Conn. Gen. Stat. § 34-429(Formerly Sec. 34-81j). Foreign limited liability partnership: Filing certificate of authority to transact business
Conn. Gen. Stat. § 34-430(Formerly Sec. 34-81k). Foreign limited liability partnership: Transacting business without filing certificate of authority
Conn. Gen. Stat. § 34-431(Formerly Sec. 34-81 l ). Foreign limited liability partnership: Annual report
Conn. Gen. Stat. § 34-432(Formerly Sec. 34-81m). Foreign limited liability partnership: Failure to file report. Incorrect report
Conn. Gen. Stat. § 34-433(Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority
Conn. Gen. Stat. § 34-434(Formerly Sec. 34-81o). Foreign limited liability partnership: Withdrawal of certificate of authority
Conn. Gen. Stat. § 34-435Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts › Uniform Partnership Act. Limited Liability Partnerships

Enacted in other states

Alaska, Arkansas, California, Colorado, District of Columbia, Iowa, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wyoming

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