Connecticut Partnership Agreement

Connecticut partnership agreements are a comprehensive guideline to a for-profit partnership business that includes every partner’s status (i.e. limited and general). A well-crafted agreement covers every facet of the co-owned business, such as the partnership’s formation, management, roster, policies, and dissolution.

Last updated December 18th, 2024

Connecticut partnership agreements are a comprehensive guideline to a for-profit partnership business that includes every partner’s status (i.e. limited and general). A well-crafted agreement covers every facet of the co-owned business, such as the partnership’s formation, management, roster, policies, and dissolution.

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Connecticut Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Businesses are specifically required to be compliant with their names: Connecticut Business Name Search
General Partnership Statement of Partnership Authority ($120.00)
Limited Partnership (LP) Certificate of Limited Partnership ($120.00)
Limited Liability Partnership (LLP) Certificate of Limited Liability Partnership ($120.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Liability Partnership ($120.00)

Fiduciary Duty

  • Duty Of Loyalty:
    • Partners must account for any and all “profit or benefit” from the partnership as well as any property. [1]
    • Partners act in the interest of the partnership and, specifically, refrain from pursuing or engaging in activities and interests that are “adverse” to the partnership’s business. [2]
    • Partners are not to compete with the partnership business “before the dissolution of the partnership.” [3]
  • Duty Of Care:
    • Partners do not engage in “reckless” or “intentional” misconduct or violate the law whenever dealing with or on behalf of the partnership. [4]
    • Partners operate and conduct themselves “with the obligation of good faith” while handling their duties to the partnership. [5]
  • Limited Partner:
    • Limited partners do not “participate in the control of the business” except when also named as general partners through their partnership agreement. [6]

Liability

General partners are as liable in limited liability partnerships as in a “partnership without limited partners.” [7]
Limited partners are not liable for a partnership’s activities or debts outside of their partnership agreement; however, they are vulnerable to liability once they exert “control of the business.” [8]

State Definitions (5)

A general partner is an individual “named in the certificate of limited partnership” accordingly and charged with the duties and obligations listed in their partnership agreement. [9]
Limited partner means the person in a limited partnership that is “admitted to a limited partnership” as per their partnership agreement. [10]
Limited partnership means a domestic partnership that is owned by at least two people with one or more limited partners and at least one general partner.[11]

Limited liability partnership means a partnership that is formed in Connecticut and submitted a certificate of limited liability partnership with the Connecticut Secretary of State, which explicitly presents a “brief statement of the business” activities the LLP conducts. [12]

Partnership agreement means any legal “written or oral” agreement establishing the relations between each partner and the other as well as the partnership.[13]