(a) At any time after cancellation of a certificate of limited partnership, otherwise than by decree of court in any proceeding, a limited partnership may be reinstated as provided in this section.
(b) Reinstatement proceedings shall conform, with such adaptations as are appropriate, to proceedings for dissolution of a limited partnership, except that in the case of a limited partnership dissolved by expiration, such proceedings shall include appropriate amendment of the certificate of limited partnership.
(c) If the name of the limited partnership to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment of the certificate of limited partnership.
(d) A certificate of reinstatement conforming, with such adaptations as are appropriate, to the contents requirements of a certificate of limited partnership shall be executed and filed with the office of the Secretary of the State as provided in section 34-10a.
(e) A certificate of reinstatement shall be accompanied by payment of all penalties and forfeitures incurred by the limited partnership and a reinstatement fee as provided by section 34-38n.
(f) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the legal existence of the reinstated limited partnership shall commence and it shall be revested with its rights and powers under this chapter. If reinstatement follows cancellation of the limited partnership by forfeiture, as provided in section 34-32b, the reinstatement shall relate back to and take effect as of the effective date of the cancellation, and the limited partnership shall resume carrying out its business as if the cancellation had never occurred. No action or proceeding, civil or criminal, to which the limited partnership is a party at the time of reinstatement shall be affected by such reinstatement except as the court shall, under the circumstances, determine. The reinstated limited partnership shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.
(P.A. 95-252, S. 4; P.A. 15-48, S. 11.)
History: P.A. 15-48 amended Subsec. (f) to add provision re effective date of reinstatement following cancellation of limited partnership by forfeiture.
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