Welcome to the Start a Business tutorial for partnership registration in the state of Connecticut. Both limited partnerships (Chapter 610-Sec. 34-10) and limited liability partnerships(Chapter 614-Sec. 34-314) are available for formation/registration in this jurisdiction. The Secretary of State website, as of yet, has not provided an online function for filing. For this reason, the appropriate forms must be either drafted or downloaded (depending on partnership type), filled out and signed by all concerning parties to be mailed to the Secretary of the State (SOTS). For all partnerships, the filing fee associated with formation is $120 which can be paid by a check made out to the Secretary of State.

It should be noted that all partnerships will be required to register with the state using a name that is completely distinguishable from every other operating name on file with the Connecticut Secretary of State. In order to ensure that this is the case, we suggest perform a Business Inquiry using the tool on the SOTS website. Now would also be a great time to file for a Name Reservation, this will guarantee the availability of your name when it comes time to register.

How to File an LP

To form a Domestic LP, a Certificate of Limited Partnership must be filed with the SOTS. As their website offers no PDF for download, a certificate will need to be drafted by the members of the partnership or an authorized agent.

These documents must include the following (as stated in Chapter 610-Sec. 34-10 of the General Statutes of Connecticut).

  • (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 latest date upon which the limited partnership is to dissolve;
  • (5) Any other matters the partners determine to include therein; and
  • (6) The electronic mail address, if any, of the limited partnership

Similarly for Foreign LP’s wishing to do business in Connecticut, an entity must draft their own Application for Registration. In accordance with state law, the following information will be required (as seen in Chapter 610 Sec. 34-38g).

  • (1) The name of the foreign limited partnership
  • (2) The state and date of its formation
  • (3) The general character of the business it proposes to transact in this state
  • (4) The name and address of the agent in this state
  • (5) The principal office of the foreign limited partnership
  • (6) The name and business address of each general partner
  • (7) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions
  • (8) The date the foreign limited partnership commenced transacting business in Connecticut

Following the completion and signing of these documents, the applicant should then send them to the below address with the filing fee of $120 attached.

Address 1 :

Commercial Recording Division

Connecticut Secretary of State

P.O. Box 150470, Hartford, CT 06115

Address 2 :

Commercial Recording Division

Connecticut Secretary of State

 30 Trinity Street, Hartford, CT 06106

How to File an LLP

Step 1- After you’ve checked the availability of your name using the Business Entity Search function on the SOTS website, you can proceed to download the appropriate form for your partnership. Domestic entities, those forming within the state, will be required to file a Certificate of LLP. Pre-existing partnerships wishing to conduct business in Connecticut as  foreign entities will need to download a Certificate of Authority.

Step 2- On both forms, the section with the heading Filing Party will need to be filled to give the name and address of the person responsible for receiving correspondence from the SOTS concerning the confirmation of filing.

The Certificate of LLP will continue to be filled out as follows:

  • 1-Name of partnership
  • 2-Principle address of LLP
  • 3-Appointment of statutory agent including name, business address, residential address and signature. Only to be filled if the principle office of the LLP is not located within Connecticut
  • 4-Description of the type of business the LLP engages in
  • 5-Any other provisions
  • 6-Partnership email address
  • 7- Date as well as the name, title and signature of signatory

connecticut-certificate-of-llp

The Certificate of Authority should be filled out as follows:

  • 1-Name the LLP will operate under in Connecticut
  • 2-Name the LLP uses in state/jurisdiction of formation
  • 3-State/Jurisdiction under whose law the partnership was formed
  • 4-Date in which it was first registered
  • 5-Principle office of LLP
  • 6-Appointment of statutory agent, name, business address, residence address and signature
  • 7-Date in which the LLP will commence conducting business in state
  • 8-The type of business the LLP intends to conduct within the state
  • 9-LLP email address
  • 10-Date, name of partner and their signature

connecticut-certificate-of-authority-fllp

Step 3- The form will need to be placed in an envelope along with the $120 filing fee (in the form of a check made payable to the SOTS). If you represent a foreign partnership, you will also need to provide a certificate of good standing from your jurisdiction of initial formation. The mailing address (address 1) and the delivery address (address 2) are both available below.

Address 1 :

Commercial Recording Division

Connecticut Secretary of State

P.O. Box 150470, Hartford, CT 06115

Address 2 :

Commercial Recording Division

Connecticut Secretary of State

 30 Trinity Street, Hartford, CT 06106

Tips

EIN – Those who have just registered as an LP or LLP will also need to obtain an Employer Identification Number. This number is necessary as a form of identification for a business when they go to open a bank account, apply for a line of credit or commit to any financial undertaking. Using either the IRS Online or Form SS-4, applicant’s can easily apply for an EIN, for free, in a matter of minutes. Any confusion during this process may be resolved by clicking on our online tutorial linked at the beginning of this paragraph.

Partnership Agreement– While this form is not legally required in Connecticut, it is still highly recommended that those wishing to maintain a certain level of organization within their business draft a partnership agreement. This document allows managing parties to establish both the managerial duties and rights of the partners as well as the day to day operations within the business. Click on the heading of this paragraph to access our free template for this document available in both MS Word and Adobe PDF formatting.

Renewal– Partnerships will be required to renew each year with the submission of an annual report. Luckily, as opposed to other filings in Connecticut, the report can be submitted online through the SOTS online portal. The process is very straight forward, will require a small filing fee and will only demand some very basic information of you in order to maintain the status of in good standing with the state government. Click on the heading of this paragraph to access the filing system through which you can renew.

How to (Video)