Business Dissolution for Connecticut Limited Partenerships (LP's)

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Read time: 6 minutes

An LP (Limited Partnership) is owned by two partner types, general partners and limited partners, General partners assume full liability for the company and are the decision makers for the business. Dissolving an LP properly is important for avoiding potential legal issues against the company. 

There are four areas to focus on when dissolving a limited partnership.

Go through your limited partnership agreement

Your partnership agreement is a document that outlines roles of each partner as well as their financial contributions and responsibilities. It also specifies the steps of the dissolution process.

Look for special points. For example there may be certain types of events that could trigger the dissolution process. Another thing to look for are the specific details on the responsibilities of the general partners during the dissolution. This includes areas like cancelling business licenses, paying debits, distributing assets and closing bank accounts.

File the correct form

Create an account on Business.CT.gov. Once logged into your dashboard, you can dissolve your business with Connecticut's Secretary of the State online. If you have further questions, prefer to file your dissolution by mail or need additional assistance, you may contact SOTS directly. 

Review contracts with third parties

Check your contracts with third parties such as independent contractors, employees, customers, vendors and suppliers. See if there are clauses specifying requirements for terminating the working relationship. 

Also see what outstanding debts or obligations you still owe these parties. 

Inform your creditors and other key parties

Limited partnerships should inform creditors and other parties about their closing. Check with SOTS in Connecticut about this requirement. Also consult with your attorney as well. The purpose is to let other parties know about this event. They would understand that they have a limited amount of time to make valid legal claims against the LP. In addition to notifying the parties, you may also consider an appropriate publication such as newspapers and media outlets (e.g. press releases).