Foreign Limited Partnerships in Connecticut: Registering and Naming an Agent

Connecticut's word for this filing is registration, and the result is a certificate of registration. The governing provision is section 34-38g of the Connecticut General Statutes, which requires a foreign limited partnership to appear on the Secretary of the State's register ahead of any Connecticut business. Foreign here means organized under another jurisdiction's law.

Registering leaves the partnership's home status alone. Under section 34-38f, the law where the partnership was organized governs how it is set up and run and what its limited partners owe, and Connecticut may not deny registration just because its own law differs. The registration gives the partnership the standing to do business and to sue here, and it puts a Connecticut agent on the public record.

The chapter does not define transacting business. Section 34-38o supplies exclusions instead, and it opens with a point that matters for investors: a foreign limited partnership may buy, hold, mortgage, lease, sell and convey real and personal property in Connecticut, including property taken in foreclosure, without that being transacting business.

Further activities that are not enough

• Defending or bringing a case in court, before an agency or before an arbitrator, and settling claims
• Meetings of its members and other internal affairs
• Keeping bank accounts, or borrowing money with or without security, even when repeated
• An office or agency for transferring and registering its own partnership interests
• Soliciting orders that require acceptance outside the state to become binding
• Creating evidences of debt, mortgages or liens
• Taking security for debts, collecting them or enforcing rights in the collateral
• Interstate commerce
• A single transaction finished within thirty days and not part of a series of like transactions

The statute introduces the list with the words without excluding other activities, so other conduct can be exempt too. A partnership that maintains an office, has staff working in Connecticut or does recurring business with Connecticut customers falls outside the exclusions, and a close case is worth a conversation with a Connecticut lawyer.

The state's fee is $120, set by section 34-38n. Its fee page lists the registration certificate for an out-of-state limited partnership with the notation that no form is available, so there is no numbered PDF or online wizard for this one. The application is a document prepared to match section 34-38g and filed with the Business Services Division in Hartford, and a general partner signs it. Confirm the current submission method with the office before you send it.

What the application sets out

• The partnership's name, and a different name if it proposes to register under one
• The state and date of its formation
• The general character of the business it will transact in Connecticut
• The agent for service of process, with the agent's signed acceptance unless the Secretary of the State is named
• The address of the office its home law requires, or its principal office if none is required
• The name and business address of every general partner
• The location of the limited partner roster with capital contributions, plus a promise to keep those records until the registration ends
• The date it began transacting business in Connecticut
• A valid email address and its six-digit NAICS industry code

The list in section 34-38g contains no certificate of existence or good standing. Connecticut added that kind of requirement for LLCs and corporations, but the limited partnership statute still asks only for the items above, signed by a general partner, so nothing from the home jurisdiction needs to be ordered before the application goes in.

Because the office publishes no form for this registration, there are no form instructions that could say otherwise. If you want certainty about the current practice of the Business Services Division, ask the office when you are ready to file.

Section 34-38i is permissive. A foreign limited partnership can register under any name, even a name unlike its home name, provided the name includes the words limited partnership without abbreviation and a domestic limited partnership could register it. An abbreviation such as LP alone does not satisfy that wording.

A partnership that wants to hold a name before filing can reserve it for $60 under section 34-38n.

Before transacting business, a foreign limited partnership appoints in writing an agent for service of process (section 34-38p). The options are the Secretary of the State, a Connecticut resident, or a business entity: a Connecticut corporation or LLC, a foreign corporation or LLC that is authorized here, a registered LLP or a statutory trust. By appointing the agent the partnership agrees that process served on that agent has the same force as service on the partnership itself.

Naming the Secretary of the State is allowed in the application. A partnership with no one in Connecticut often prefers a named agent so that legal papers reach a person it chose. Nothing in the statute sets business hours for the agent. If the agent dies, resigns or moves out of the state, the partnership must promptly appoint another. Changing the agent or the agent's address costs $20.

A registered foreign limited partnership files an annual report electronically, due on the anniversary of its registration (section 34-38s). The fee is $80. The report gives the partnership's name, its home-state or principal office address, a valid email address and its NAICS code, and the Secretary sends a notice that it is due.

Missing the report puts the partnership in default, and section 34-38u allows the Secretary to revoke the registration for failing to file it, for a willful misstatement in a filing, or for going sixty days or longer without an agent. Changes to anything stated in the application, such as a new general partner or agent, must be reported promptly by a corrective certificate signed by a general partner.

To leave Connecticut, a general partner signs a certificate of cancellation (section 34-38k). Cancelling does not end the Secretary's authority to accept service for claims from the partnership's Connecticut business. Taxes are administered elsewhere in state government.

Sections 34-38l and 34-38m cover the consequences.

• Court access is closed for any action the partnership would bring until it registers.
• Back fees and taxes for the period are owed, with interest and penalties.
• A $300 charge accrues for every month, partial months included, of unregistered business, and it is waived if the partnership registers inside 90 days of starting.
• Doing business unregistered makes the Secretary of the State its agent for lawsuits arising from that business.
• The Attorney General can sue to restrain it from transacting business here.

On the protective side, the partnership's contracts stay valid, it can defend any suit, and limited partners keep their limited status even if the partnership operated without registration. Once unregistered activity passes 90 days, the state's Foreign Investigations Unit writes to demand payment.

Mainstay's foreign registration checkout handles only LLCs and for-profit corporations, so for a limited partnership the offering is the registered agent. It is $149 a year, flat, with no step up at renewal. That agent's Connecticut address is what you list on the application, and it shows in the public record. Process served on the agent is scanned and made available to you within the business day, free, and each year Mainstay scans the first three official mailings without charge.

Should a different agent already be on record, Mainstay files the replacement and charges only the state's fee. The partnership or its counsel submits the registration. Mainstay is a filing and agent provider and gives no legal advice; details of the agent service are on the Connecticut registered agent page.