Conn. Gen. Stat. » Title 34 — LIMITED PARTNERSHIPS, PARTNERSHIPS, PROFESSIONAL ASSOCIATIONS, LIMITED LIABILITY COMPANIES AND STATUTORY TRUSTS · Chapter 610 — Uniform Limited Partnership Act
Connecticut General Statutes

Conn. Gen. Stat. § 34-10 (2025)

Formation of limited partnership; certificate of limited partnership

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(a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth:

(1) The name of the limited partnership and the address of the office required to be maintained by section 34-13b;

(2) The name and address of the agent for service of process required to be maintained by section 34-13b;

(3) The name and business address of each general partner;

(4) The valid electronic mail address of the limited partnership;

(5) The limited partnership's North American Industry Classification System Code; and

(6) Any other matters the partners determine to include in the certificate.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of the State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

(1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A. 89-116, S. 1; P.A. 14-154, S. 11; P.A. 24-111, S. 5.)

History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of secretary of the state; P.A. 77-144 required that certificate state “the right, if given, to do an act which would make it impossible to carry on the ordinary business of the partnership”; P.A. 79-356 required in Subsec. (1) that persons desiring to form limited partnership “acknowledge” rather than “swear to” certificate and added Subsec. (3) re filing by limited partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A. 86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116 amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of address of office of agent for service of process in Subsec. (a)(2); P.A. 14-154 amended Subsec. (a) to add Subdiv. (6) re electronic mail address of limited partnership, effective January 1, 2015; P.A. 24-111 amended Subsec. (a) by deleting former Subdiv. (4) re latest date upon which limited partnership is to dissolve, by redesignating existing Subdiv. (6) as Subdiv. (4) and amending same by replacing “electronic mail address, if any,” with “valid electronic mail address”, by adding new Subdiv. (5) re limited partnership's North American Industry System Classification Code and by redesignating existing Subdiv. (5) as Subdiv. (6) and amending same by making technical changes, effective January 1, 2025.

See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Cited. 196 C. 270; 210 C. 71.

Cited. 11 CA 404.

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Notes of Decisions
Cited in 10 cases (1 in the last 5 years), 1980–2022 · leading case: Fid. Trust Co. v. BVD Assocs., 492 A.2d 180 (Conn. 1985).
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Fid. Trust Co. v. BVD Assocs., 492 A.2d 180 (Conn. 1985). · cites it 2× “Similarly, under Connecticut law, a limited partnership is created by the public filing of a certificate of limited partnership; General Statutes § 34-10; it can acquire property in the partnership name; General Statutes §§ 34-46 (3) and 34-44 (2); and, under certain…”
Kelley v. Tomas, 783 A.2d 1226 (Conn. App. Ct. 2001). “Powell, Real Property (1997) § 34-10, pp. 34-111 through 34-133. Nevertheless, ‘it is not necessary in order that a use be adverse that it be made either in the belief or under a claim that it is legally justified.”
Hilton v. Comm'r, 74 T.C. 305 (T.C. 1980). “The figures upon which the forecasts are premised are not strictly accurate for two reasons: first, the accountants assumed that the mortgage principal would be $ 3,100,000 rather than the actual amount of $ 3,137,000, with a corresponding increase in the rental payments.”
Sec. Equities v. Giamba, 553 A.2d 1135 (Conn. 1989). · cites it 2× “No certificate of limited partnership has been executed or filed with the secretary of the state as required by § 34-10. 3 The name used in the agreements to refer to the partnership, “Raffael Giamba,” does not contain the words “limited partnership,” as § 34-13 (l) 4 specifies.”
McManus v. Roggi, 826 A.2d 1275 (Conn. App. Ct. 2003). ““The claim of right requirement serves to ensure that permissive uses will not ripen into easements by prescription by requiring that the disputed use be adverse to the rights of the owner of the servient tenement.”
Cambridge Rsch. & Dev. Grp. v. Comm'r, 97 T.C. 287 (T.C. 1991). “, Conn. Gen. Stat. Ann. sec. 34-10a ↩ (West Supp.”
Crandall v. Gould, 711 A.2d 682 (Conn. 1998). “” 5 Restatement, Property, Servitudes § 458, comment (d) (1944). Instead, the “essential quality” is that the use not be made “in subordination to those against whom it is claimed to be adverse.”
Fischer v. People's United Bank, N.A., 285 A.3d 421 (Conn. App. Ct. 2022). · cites it 2× “See General Statutes § 34-9 (10) (general partner is ‘‘a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement’’); General Statutes § 34-10 (3) (partnership agreement shall set forth name and address of each…”
Gross v. 1776 Assocs., 527 A.2d 1218 (Conn. App. Ct. 1987). “to 1975) § 34-10 required that this certificate of amendment be sworn to, that they failed to do.”
Sizemore v. I-R Maple Corp., 16 Mass. L. Rptr. 182 (Mass. Super. Ct. 2003). “Conn. Gen. Stat. §34-10 (1997). Section 34-10a requires a certificate of amendment to be signed by at least one general partner and each other partner designated as a new general partner.”
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