USA Statutes : maine
Title : Title 31. PARTNERSHIPS AND ASSOCIATIONS
Chapter : Chapter 11. MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Title 31 - §403-A. Limited partnership name
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§403-A. Limited partnership name
1. Requirements. A limited partnership name must contain the words "Limited Partnership," the abbreviation "L.P." or the designation "LP,"
unless the limited partnership is filing an assumed name under section 405-A or a registration of name under section 406-A.
If the words "Limited Partnership" are used, a limited partnership may also use the abbreviation "L.P." or the designation
"LP" without filing an assumed name under section 405-A.
[2003, c. 344, Pt. C, §2 (new).]
2. Prohibition. A limited partnership name may not contain the name of a limited partner unless:
A. The name of the limited partner is also the name of a general partner; or
[2003, c. 344, Pt. C, §2 (new).]
B. The business of the limited partnership had been carried on under that name before the admission of that limited partner.
[2003, c. 344, Pt. C, §2 (new).]
[2003, c. 344, Pt. C, §2 (new).]
3. Distinguishable name. Except as authorized by subsections 4 and 5, a limited partnership name must be distinguishable on the records of the Secretary
of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated,
organized or authorized to transact business or carry on activities in this State;
[2003, c. 344, Pt. C, §2 (new).]
B. Assumed, fictitious, reserved and registered name filings for all entities; and
[2003, c. 344, Pt. C, §2 (new).]
C. Marks registered under Title 10, chapter 301-A, unless the registered owner or holder of the mark is the same person or
entity as the limited partnership seeking to use a name that is not distinguishable on the records of the Secretary of State
and files proof of ownership with the Secretary of State.
[2003, c. 344, Pt. C, §2 (new).]
[2003, c. 344, Pt. C, §2 (new).]
4. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene;
[2003, c. 344, Pt. C, §2 (new).]
B. Inappropriately promotes abusive or unlawful activity;
[2003, c. 344, Pt. C, §2 (new).]
C. Falsely suggests an association with public institutions; or
[2003, c. 344, Pt. C, §2 (new).]
D. Violates any other provision of the law of this State with respect to names.
[2003, c. 344, Pt. C, §2 (new).]
[2003, c. 344, Pt. C, §2 (new).]
5. Authorization to use name. A limited partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on
the records of the Secretary of State from one or more of the names described in subsection 3. The Secretary of State shall
authorize use of the name applied for if:
A. The entity in possession of the name applied for consents to the use in writing and submits an undertaking in a form satisfactory
to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from
the name of the applicant; or
[2003, c. 344, Pt. C, §2 (new).]
B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this State.
[2003, c. 344, Pt. C, §2 (new).]
[2003, c. 344, Pt. C, §2 (new).]
6. Use of another limited partnership's name. A limited partnership may use the name, including the assumed or fictitious name, of another domestic or foreign limited
partnership that is used in this State if the other limited partnership is organized or authorized to transact business in
this State and the limited partnership proposing to use the name:
A. Has merged with the other limited partnership;
[2003, c. 344, Pt. C, §2 (new).]
B. Has been formed by reorganization of the other limited partnership; or
[2003, c. 344, Pt. C, §2 (new).]
C. Has acquired all or substantially all of the assets, including the limited partnership name, of the other limited partnership.
[2003, c. 344, Pt. C, §2 (new).]
[2003, c. 344, Pt. C, §2 (new).]
7. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. The words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation,"
"company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited
liability company," "limited liability partnership," "registered limited liability partnership," "service corporation" and
"professional corporation";
[2003, c. 344, Pt. C, §2 (new).]
B. The presence or absence of the words or symbols of the words "and" and "the"; and
[2003, c. 344, Pt. C, §2 (new).]
C. The differences in the use of punctuation, capitalization or special characters.
[2003, c. 344, Pt. C, §2 (new).]
[2003, c. 344, Pt. C, §2 (new).]
8. Change of limited partnership name by foreign limited partnership. If a foreign limited partnership authorized to transact business in this State changes its name to one that does not satisfy
the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a
name satisfying the requirements of this section and files an amended application for authority under section 495 that is
accompanied by a statement of use of a fictitious name under section 405-A.
[2003, c. 344, Pt. C, §2 (new).]
9. Exception. Notwithstanding subsection 3, the name of a limited partnership may be not distinguishable on the records of the Secretary
of State if the limited partnership was organized under the laws of this State prior to January 1, 1992 or the foreign limited
partnership was authorized to do business in this State prior to January 1, 1992 and had the right to use the name as its
legal name prior to January 1, 1992.
[2003, c. 344, Pt. C, §2 (new).]
10. Name of limited partnership suspended. Subsection 3 does not apply to the name of any limited partnership, the certificate of which is suspended, on and after
the 3rd anniversary of the suspension.
[2003, c. 344, Pt. C, §2 (new).]
Section History:
PL 2003,
Ch. 344,
§C2
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §403. Limited partnership name (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§403. Limited partnership name (REPEALED)
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
RR 1991,
Ch. 2,
§116
(COR).
PL 1993,
Ch. 316,
§47,48
(AMD).
PL 1993,
Ch. 616,
§7
(AMD).
PL 1993,
Ch. 718,
§B9
(AMD).
PL 1995,
Ch. 458,
§12
(AMD).
PL 1995,
Ch. 633,
§C11,12
(AMD).
RR 1995,
Ch. 2,
§74
(COR).
PL 1997,
Ch. 376,
§32
(AMD).
PL 1997,
Ch. 633,
§5-7
(AMD).
PL 1999,
Ch. 638,
§9
(AMD).
RR 2001,
Ch. 2,
§B49
(COR).
RR 2001,
Ch. 2,
§B58
(AFF).
PL 2003,
Ch. 344,
§C1
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §404-A. Reserved name
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§404-A. Reserved name
1. Reserve use of name. A person may reserve the exclusive use of a limited partnership name, including an assumed or fictitious name, by executing
and delivering for filing an application to the Secretary of State. The application must set forth the name and address of
the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited partnership name applied
for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable period
of 120 days.
[2003, c. 344, Pt. C, §4 (new).]
2. Transfer of reservation. The owner of a reserved limited partnership name under subsection 1 may transfer the reservation to another person by executing
and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that states the name
and address of the transferee.
[2003, c. 344, Pt. C, §4 (new).]
Section History:
PL 2003,
Ch. 344,
§C4
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §404. Reservation of name (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§404. Reservation of name (REPEALED)
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 2003,
Ch. 344,
§C3
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §405-A. Assumed or fictitious name of limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§405-A. Assumed or fictitious name of limited partnership
1. Assumed name defined. As used in this section, "assumed name" means a trade name or any name other than the real name of a limited partnership
except a fictitious name.
[2003, c. 344, Pt. C, §6 (new).]
2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign limited partnership authorized to transact
business in this State because its real name is unavailable pursuant to section 403-A.
[2003, c. 344, Pt. C, §6 (new).]
3. Authorized to transact business. Upon complying with this section, a domestic limited partnership or foreign limited partnership authorized to transact business
in this State may transact its business in this State under one or more assumed or fictitious names.
[2003, c. 344, Pt. C, §6 (new).]
4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited partnership shall execute and
deliver to the Secretary of State for filing a statement setting forth:
A. The limited partnership name;
[2003, c. 344, Pt. C, §6 (new).]
B. That the limited partnership intends to transact business under an assumed or fictitious name;
[2003, c. 344, Pt. C, §6 (new).]
C. The assumed or fictitious name that the limited partnership proposes to use;
[2003, c. 344, Pt. C, §6 (new).]
D. If the assumed name is not to be used at all of the limited partnership's places of business in this State, the locations
where it will be used; and
[2003, c. 344, Pt. C, §6 (new).]
E. If the partnership is a foreign limited partnership:
(1) The jurisdiction of organization; and
(2) The date on which it was authorized to transact business in this State.
[2003, c. 344, Pt. C, §6 (new).]
A separate statement must be executed and delivered for filing with respect to each assumed or fictitious name that the limited
partnership proposes to use.
[2003, c. 344, Pt. C, §6 (new).]
5. Compliance required. Each assumed or fictitious name must comply with the requirements of section 403-A.
[2003, c. 344, Pt. C, §6 (new).]
6. Enjoin use of assumed or fictitious name. If a limited partnership uses an assumed or fictitious name without complying with the requirements of this section, the
continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely
affected by the use of the assumed or fictitious name.
[2003, c. 344, Pt. C, §6 (new).]
7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined
upon suit of the Attorney General or of any person adversely affected by such use if:
A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements
of section 403-A; or
[2003, c. 344, Pt. C, §6 (new).]
B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the
plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common
law copyright or similar law.
[2003, c. 344, Pt. C, §6 (new).]
The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set
out in that statement for purposes of determining priority of rights.
[2003, c. 344, Pt. C, §6 (new).]
8. Terminate use of assumed or fictitious name. A limited partnership may terminate an assumed or fictitious name by executing and delivering a statement setting forth:
A. The name of the limited partnership;
[2003, c. 344, Pt. C, §6 (new).]
B. That the limited partnership no longer intends to transact business under the assumed or fictitious name; and
[2003, c. 344, Pt. C, §6 (new).]
C. The assumed or fictitious name the limited partnership intends to terminate.
[2003, c. 344, Pt. C, §6 (new).]
[2003, c. 344, Pt. C, §6 (new).]
Section History:
PL 2003,
Ch. 344,
§C6
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §405. Assumed name of limited partnership (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§405. Assumed name of limited partnership (REPEALED)
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 2003,
Ch. 344,
§C5
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §406-A. Registered name of foreign limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§406-A. Registered name of foreign limited partnership
1. Register limited partnership name. A foreign limited partnership may register its limited partnership name if the name is distinguishable on the records of
the Secretary of State pursuant to section 403-A.
[2003, c. 344, Pt. C, §8 (new).]
2. Application. To register its limited partnership name, a foreign limited partnership must execute and deliver to the Secretary of State
for filing an application that:
A. Sets forth its limited partnership name, the state or country and date of its organization, the address of its principal
office wherever located and a brief description of the nature of the business in which it is engaged; and
[2003, c. 344, Pt. C, §8 (new).]
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state
or other official having custody of limited partnership records in the state or country under whose law the foreign limited
partnership is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of
the application for filing.
[2003, c. 344, Pt. C, §8 (new).]
[2003, c. 344, Pt. C, §8 (new).]
3. Applicant's exclusive use. The limited partnership name is registered for the foreign limited partnership's exclusive use upon the effective date of
the application until the end of the calendar year in which the application was filed.
[2003, c. 344, Pt. C, §8 (new).]
4. Renewal of registered name. A foreign limited partnership whose registration is effective may renew it for a successive year by delivering for filing
to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and
December 31st. The renewal application, when filed, renews the registration for the following calendar year.
[2003, c. 344, Pt. C, §8 (new).]
5. Qualify as foreign limited partnership. A foreign limited partnership whose registration is effective may, after the registration is effective, qualify as a foreign
limited partnership under the registered name or may consent in writing to the use of that name by a limited partnership organized
under this Act or by another foreign limited partnership authorized to transact business in this State. The registration
terminates when the domestic limited partnership is organized or the foreign limited partnership qualifies or consents to
the qualification of another foreign limited partnership under the registered name.
[2003, c. 344, Pt. C, §8 (new).]
Section History:
PL 2003,
Ch. 344,
§C8
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §406. Registered name and renewal for foreign limited partnership; termination (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§406. Registered name and renewal for foreign limited partnership; termination (REPEALED)
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§49
(AMD).
PL 1995,
Ch. 458,
§13
(AMD).
PL 1995,
Ch. 514,
§3
(AMD).
PL 2003,
Ch. 344,
§C7
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §407. Registered office; registered agent
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§407. Registered office; registered agent
1. Requirements of registered office and registered agent. Each limited partnership shall have and maintain:
A. A registered office in this State, which may, but need not, be the same as its place of business; and
[1991, c. 552, §2 (new); §4 (aff).]
B. A registered agent for service of process on the limited partnership. The agent may be either:
(1) An individual resident of this State whose business office or residential address is identical with the limited partnership's
registered office; or
(2) A domestic or foreign corporation, whether business or nonprofit, authorized to do business or carry on activities in
this State whose registered office also serves as the registered office of the limited partnership.
[1993, c. 316, §50 (amd).]
[1993, c. 316, §50 (amd).]
1-A. Acceptance of designation of agent. Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor
registered agent on whom process may be served is not effective until the agent delivers a written statement to the Secretary
of State accepting the appointment.
[1997, c. 376, §33 (new).]
2. Change in registered office or registered agent. The registered office and registered agent may be changed by:
A. Filing a certificate of amendment under section 422; or
[1991, c. 552, §2 (new); §4 (aff).]
B. Executing and filing a certificate by the registered agent. The certificate must include:
(1) For the change of address of the registered office of one or more limited partnerships for which the agent is the registered
agent to another address in this State:
(a) The names of all limited partnerships;
(b) The address at which the registered agent has maintained the registered office for each of those limited partnerships;
and
(c) The new address to which the registered office will be changed; or
(2) For a change in the name of any person acting as the registered agent:
(a) The new name of the registered agent;
(b) The name of the registered agent before it was changed;
(c) The names of all the limited partnerships; and
(d) The address at which the registered agent has maintained the registered office for each of these limited partnerships.
Any registered agent filing a certificate under this paragraph shall upon filing promptly mail or otherwise deliver a copy
of the certificate to a general partner of each limited partnership affected by the change.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
3. Resignation of registered agent. A registered agent may resign by filing a certificate with the Secretary of State. The certificate must include:
A. When the registered agent appoints a successor:
(1) A statement of resignation;
(2) The names of the limited partnerships;
(3) The name and address of the successor registered agent; and
(4) An attached statement executed by each affected limited partnership, signed by a general partner, ratifying and approving
the change of registered agent; or
[1991, c. 552, §2 (new); §4 (aff).]
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited partnerships; and
(3) An affidavit, signed by the registered agent, setting forth the following information:
(a) The date on which the notice of resignation was sent by certified or registered mail to a general partner of each limited
partnership from which the registered agent is resigning as registered agent; and
(b) The name, capacity and address of the general partner for each limited partnership to which the notice of resignation
was sent.
A resignation takes effect under this paragraph upon filing the certificate with the Secretary of State.
[1999, c. 594, §19 (rpr).]
[1999, c. 594, §19 (amd).]
4. Secretary of State. The Secretary of State shall furnish to the current registered agent an attested copy of any certificate filed under this
section.
[1991, c. 552, §2 (new); §4 (aff).]
5. Resignation of agent; appointment by partnership; service of process. After receipt of the notice of the resignation of its registered agent under subsection 3, paragraph B, a limited partnership
shall file a certificate of amendment designating a new registered agent. Until the partnership duly files a certificate
appointing a new registered agent, legal process against the limited partnership may be served upon the Secretary of State
in accordance with section 409.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§50,51
(AMD).
PL 1997,
Ch. 376,
§33
(AMD).
PL 1999,
Ch. 594,
§19
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §408-A. Grounds for administrative dissolution of domestic limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§408-A. Grounds for administrative dissolution of domestic limited partnership
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section
408-B to administratively dissolve a domestic limited partnership if:
[2003, c. 631, §36 (new).]
1. Nonpayment of fees or penalties. The domestic limited partnership does not pay when they are due any fees or penalties imposed by this Act or other law;
[2003, c. 631, §36 (new).]
2. Failure to file annual report. The domestic limited partnership does not deliver its annual report to the Secretary of State as required by section 529;
[2003, c. 631, §36 (new).]
3. Failure to pay late filing penalty. The domestic limited partnership does not pay the annual report late filing penalty as required by section 530;
[2003, c. 631, §36 (new).]
4. Failure to maintain registered agent or registered office. The domestic limited partnership fails to appoint or maintain a registered agent or registered office in this State as required
by section 407;
[2003, c. 631, §36 (new).]
5. Failure to notify of change of registered agent or registered office. The domestic limited partnership does not notify the Secretary of State that its registered agent or registered office has
been changed or that its registered agent has resigned as required by section 407; or
[2003, c. 631, §36 (new).]
6. Filing of false information. A general partner, limited partner or agent of the domestic limited partnership signed a document with the knowledge that
the document was false in a material respect and with the intent that the document be delivered to the Secretary of State
for filing.
[2003, c. 631, §36 (new).]
Section History:
PL 2003,
Ch. 631,
§36
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §408-B. Procedure for and effect of administrative dissolution of domestic limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§408-B. Procedure for and effect of administrative dissolution of domestic limited partnership
1. Notice of determination to administratively dissolve domestic limited partnership. If the Secretary of State determines that one or more grounds exist under section 408-A for dissolving a domestic limited
partnership, the Secretary of State shall issue a written notice of that determination to the limited partnership's last registered
office address.
[2003, c. 631, §36 (new).]
2. Administrative dissolution. The domestic limited partnership will be administratively dissolved if within 60 days after the notice under subsection
1 was issued the Secretary of State determines that the limited partnership has failed to correct the ground or grounds for
the dissolution. The Secretary of State shall send notice to the limited partnership at its last registered office address
that recites the ground or grounds for dissolution and the effective date of dissolution.
[2003, c. 631, §36 (new).]
3. Effect of administrative dissolution; prohibition. A domestic limited partnership administratively dissolved continues its existence but may not transact any business in this
State except as necessary to wind up the affairs of the limited partnership.
[2003, c. 631, §36 (new).]
4. Liability of limited partners. A limited partner of a domestic limited partnership is not liable as a general partner of the limited partnership solely
by reason of the limited partnership having been administratively dissolved under this section.
[2003, c. 631, §36 (new).]
5. Validity of contracts; right to be sued; right to defend suit. The administrative dissolution of a domestic limited partnership under this section does not impair:
A. The validity of any contract or act of the domestic limited partnership;
[2003, c. 631, §36 (new).]
B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
[2003, c. 631, §36 (new).]
C. The right of the domestic limited partnership to defend any action, suit or proceeding in any court of this State.
[2003, c. 631, §36 (new).]
[2003, c. 631, §36 (new).]
6. Authority of registered agent. The administrative dissolution of a domestic limited partnership does not terminate the authority of its registered agent.
[2003, c. 631, §36 (new).]
7. Protecting domestic limited partnership name after administrative dissolution. The name of a domestic limited partnership remains in the Secretary of State's record of limited partnership names and is
protected for a period of 3 years following administrative dissolution.
[2003, c. 631, §36 (new).]
8. Notice to Superintendent of Financial Institutions in case of financial institution or credit union. In the case of a financial institution authorized to do business in this State or a credit union authorized to do business
in this State, as defined in Title 9-B, the Secretary of State shall notify the Superintendent of Financial Institutions within
a reasonable time prior to administratively dissolving the financial institution or credit union under this section.
[2003, c. 631, §36 (new).]
Section History:
PL 2003,
Ch. 631,
§36
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §408-C. Reinstatement following administrative dissolution of domestic limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§408-C. Reinstatement following administrative dissolution of domestic limited partnership
1. Application for reinstatement. A domestic limited partnership administratively dissolved under section 408-B may apply to the Secretary of State for reinstatement
within 6 years after the effective date of dissolution. The application must:
A. State the name of the domestic limited partnership and the effective date of its administrative dissolution;
[2003, c. 631, §36 (new).]
B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and
[2003, c. 631, §36 (new).]
C. State that the domestic limited partnership's name satisfies the requirements of section 403-A.
[2003, c. 631, §36 (new).]
[2003, c. 631, §36 (new).]
2. Reinstatement after administrative dissolution. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied
by the reinstatement fee set forth in section 526, subsection 6-A, and that the information is correct, the Secretary of State
shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the
effective date of reinstatement. The Secretary of State shall send notice to the domestic limited partnership at its last
registered office address.
[2003, c. 631, §36 (new).]
3. Effect of reinstatement. When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of
the administrative dissolution, and the domestic limited partnership resumes business as if the administrative dissolution
had not occurred.
[2003, c. 631, §36 (new).]
Section History:
PL 2003,
Ch. 631,
§36
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §408-D. Appeal from denial of reinstatement of domestic limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§408-D. Appeal from denial of reinstatement of domestic limited partnership
1. Denial of reinstatement. If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative
dissolution, the Secretary of State shall mail a written notice that explains the reason or reasons for denial to the limited
partnership at its last registered office address.
[2003, c. 631, §36 (new).]
2. Appeal. A domestic limited partnership may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county
where the limited partnership's principal office is located or, if there is no principal office in this State, in Kennebec
County within 30 days after the date of the notice of denial. The limited partnership appeals by petitioning the court to
set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution,
the limited partnership's application for reinstatement and the Secretary of State's notice of denial.
[2003, c. 631, §36 (new).]
3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited partnership
or may take other action the court considers appropriate.
[2003, c. 631, §36 (new).]
4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings.
[2003, c. 631, §36 (new).]
Section History:
PL 2003,
Ch. 631,
§36
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §408-E. Reinstatement of suspended domestic limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§408-E. Reinstatement of suspended domestic limited partnership
1. Reinstatement after suspension. A domestic limited partnership that was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement
and the reinstatement may be granted, if:
A. The Secretary of State determines that the application contains the information required under section 408-C, subsection
1;
[2003, c. 631, §36 (new).]
B. The application for reinstatement is accompanied by the reinstatement fee set forth in section 526, subsection 6-A; and
[2003, c. 631, §36 (new).]
C. The application for reinstatement is received by the Secretary of State by June 30, 2010.
[2003, c. 631, §36 (new).]
[2003, c. 631, §36 (new).]
2. Effect on domestic limited partnership failing to reinstate by June 30, 2010. A domestic limited partnership that fails to meet the requirements of subsection 1 is administratively dissolved and may
not reinstate.
[2003, c. 631, §36 (new).]
3. Protecting domestic limited partnership name after suspension. The name of a domestic limited partnership that is suspended remains in the Secretary of State's record of limited partnership
names and is protected for a period of 3 years following suspension.
[2003, c. 631, §36 (new).]
Section History:
PL 2003,
Ch. 631,
§36
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §408. Suspension by Secretary of State (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§408. Suspension by Secretary of State (REPEALED)
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1991,
Ch. 780,
§U25
(AMD).
PL 1999,
Ch. 638,
§10-12
(AMD).
PL 2003,
Ch. 631,
§35
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §409. Service of process upon domestic limited partnerships
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§409. Service of process upon domestic limited partnerships
1. Serving process; general provisions. Legal process on a domestic limited partnership may be served upon:
A. Any general partner of the limited partnership in this State;
[1991, c. 552, §2 (new); §4 (aff).]
B. The registered agent of the limited partnership; or
[1991, c. 552, §2 (new); §4 (aff).]
C. Any liquidating trustee of the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Service on Secretary of State. If a domestic limited partnership fails to appoint or maintain a registered agent in this State, or its registered agent
can not with reasonable diligence be found at the registered office, then the Secretary of State is an agent of that limited
partnership upon whom any process, notice or demand may be served. Service on the Secretary of State of any such process,
notice or demand must be made as provided by the Maine Rules of Civil Procedure, Rule 4(d)(8) as amended.
[1991, c. 552, §2 (new); §4 (aff).]
3. Other means of service. Nothing in this section limits or impairs the right to serve any process, notice or demand required or permitted by law
to be served upon a domestic limited partnership in any other manner permitted by law or rule of court.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §410. Service of nonresident general partners of domestic limited partnerships
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§410. Service of nonresident general partners of domestic limited partnerships
1. Secretary of State; agent to receive service. Each general partner of a domestic limited partnership who is a nonresident of this State at the time of appointment or
who becomes a nonresident during the period of appointment, by acceptance of appointment or by continuing to serve in the
capacity of general partner, is deemed to have appointed the Secretary of State as an agent to receive service of process
upon that general partner in any action or proceeding relating to actions of such limited partnership and arising while that
general partner was serving in the capacity of general partner.
[1991, c. 552, §2 (new); §4 (aff).]
2. Method of serving process. Service of any such process upon the Secretary of State must be made in the same manner as is provided by the Maine Rules
of Civil Procedure, Rule 4(d)(8) as amended, in the case of service upon the Secretary of State as an agent of a foreign limited
partnership.
A. A copy of the process must be mailed to the nonresident general partner at the business, residence or mailing address of
the general partner shown on the certificate of limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
3. Service on nonresident general partner. Service under this section may also be made by delivery of a copy of the process to the nonresident general partner at that
general partner's address outside the State. Proof of such delivery must be made by affidavit of the person making delivery
and the affidavit must be filed with the clerk of the court in which the action or proceeding is pending.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §411. Nature of business permitted
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§411. Nature of business permitted
A limited partnership may carry on any business that a partnership without limited partners may carry on, except as otherwise
prohibited by law.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §412. Business transactions of partner with partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§412. Business transactions of partner with partnership
Unless otherwise provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor
or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business
with the limited partnership. Subject to other applicable law, the partner has the same rights and obligations with respect
thereto as a person who is not a partner.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §413. Rules
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§413. Rules
The Secretary of State may adopt rules not inconsistent with this chapter pertaining to the filing of documents with the Secretary
of State. These may include, but are not limited to, rules to:
[1991, c. 552, §2 (new); §4 (aff).]
1. Forms. Prescribe forms for any or all documents required or permitted to be delivered for filing under this chapter, and to refuse
to file documents not utilizing these prescribed forms;
[1991, c. 552, §2 (new); §4 (aff).]
2. Approve filing. Refuse to file any document that is not clearly legible, or that may not be clearly reproducible photographically;
[1991, c. 552, §2 (new); §4 (aff).]
3. Appoint designee. Appoint a designee or other agent to receive documents for filing and to file documents on behalf of the Secretary of State;
[1991, c. 552, §2 (new); §4 (aff).]
4. Electronic filings; facsimile signatures. Permit the filing of documents by electronic transmission and permit facsimile signatures on documents to be filed;
[1991, c. 552, §2 (new); §4 (aff).]
5. Deceptively similar.
[2003, c. 631, §37 (rp).]
6. Effective dates of filings. Unless specifically stated in this chapter, set forth the effective dates of filings required by this chapter; and
[1991, c. 780, Pt. U, §26 (amd).]
7. Annual report filing date. Provide alternative dates for filing annual reports and for determining the dates covered by those reports.
[1991, c. 780, Pt. U, §27 (new).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1991,
Ch. 780,
§U26,27
(AMD).
PL 2003,
Ch. 631,
§37
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §414. Expedited service
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§414. Expedited service
The Secretary of State may provide an expedited service for the processing of documents in accordance with this chapter.
If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance
with the Maine Administrative Procedure Act. All fees collected for expedited service must be deposited into a fund for the
use by the Secretary of State in providing an improved filing service.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §415. Access to data base
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§415. Access to data base
The Secretary of State may provide public access to the data base through a dial-in modem, through public terminals and through
electronic duplicates of the data base. If access to the data base is provided to the public, the Secretary of State may
adopt rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures.
[1993, c. 316, §52 (new).]
Section History:
PL 1993,
Ch. 316,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §416-A. Certificate of existence; certificate of authority; certificate of fact
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§416-A. Certificate of existence; certificate of authority; certificate of fact
1. Application. Any person may apply to the Secretary of State for a certificate of existence for a domestic limited partnership or a certificate
of authority for a foreign limited partnership.
[2003, c. 631, §38 (new).]
2. Contents. A certificate of existence or certificate of authority sets forth:
A. The limited partnership's name used in this State;
[2003, c. 631, §38 (new).]
B. That, if a domestic limited partnership, the limited partnership is duly formed under the laws of this State and the date
of its formation;
[2003, c. 631, §38 (new).]
C. That, if a foreign limited partnership, the foreign limited partnership is authorized to transact business in this State,
the date on which the limited partnership was authorized to transact business in this State and its jurisdiction of organization;
[2003, c. 631, §38 (new).]
D. That all fees and penalties owed to this State have been paid if:
(1) Payment is reflected in the records of the Secretary of State; and
(2) Nonpayment affects the existence or authorization of the domestic or foreign limited partnership;
[2003, c. 631, §38 (new).]
E. That the limited partnership's most recent annual report required by section 529 has been delivered to the Secretary of
State; and
[2003, c. 631, §38 (new).]
F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[2003, c. 631, §38 (new).]
[2003, c. 631, §38 (new).]
3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by
the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited partnership is in existence
or is authorized to transact business in this State.
[2003, c. 631, §38 (new).]
4. Certificate of fact. In addition to the certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to
any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[2003, c. 631, §38 (new).]
Section History:
PL 2003,
Ch. 631,
§38
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §416. Publications
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§416. Publications
1. Fee schedule. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to
cover the cost of printing and distribution of publications and to set the procedures for the sale of these publications.
[1993, c. 316, §52 (new).]
2. Deposit in fund. All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose
of replacing and updating publications offered in accordance with this chapter and for funding new publications.
[1993, c. 316, §52 (new).]
Section History:
PL 1993,
Ch. 316,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §417. Merger or consolidation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§417. Merger or consolidation
1. Definitions. For purposes of this section, "other business entity" means any association or legal entity, other than a domestic or foreign
limited partnership, organized to conduct business, including, without limitation, a corporation, general partnership, limited
liability partnership, limited liability company, joint venture, joint stock company and business trust authorized by applicable
statutes to merge or consolidate with a limited partnership.
[1999, c. 638, §13 (new).]
2. Merger or consolidation. Pursuant to a plan of merger or consolidation that complies with and is approved in accordance with this section, any one
or more limited partnerships may merge or consolidate with or into one or more limited partnerships or other business entities,
with the limited partnership or the other business entity as the agreement provides being the surviving or resulting limited
partnership or other business entity.
[1999, c. 638, §13 (new).]
3. Agreement or plan of merger or consolidation. A limited partnership and other business entity that is merging or consolidating pursuant to subsection 2 shall enter into
a written agreement or plan of merger or consolidation. The agreement or plan must state:
A. The names and current jurisdictions of the participating limited partnerships or other business entities and the name and
jurisdiction of the surviving or resulting limited partnership or other business entity into which they propose to merge or
consolidate;
[1999, c. 638, §13 (new).]
B. The terms and conditions of the merger or consolidation;
[1999, c. 638, §13 (new).]
C. The mode of carrying the merger or consolidation into effect;
[1999, c. 638, §13 (new).]
D. The manner of converting the partnership interests of each limited partnership and the shares or the ownership interests
of each other business entity into shares or other ownership interests of the entity surviving or resulting from the merger
or consolidation. If any partnership interests of any limited partnership or any shares or other ownership interests of any
other business entity are not to be converted solely into shares, ownership interests or other securities of the entity surviving
or resulting from the merger or consolidation, the agreement or plan must state the cash, property, rights or securities of
any other business entity that the holders of the shares or ownership interests are to receive in connection with the merger
or consolidation; and
[1999, c. 638, §13 (new).]
E. Any other details or provisions as are determined desirable, including, but not limited to, a provision for the payment
of cash in lieu of the issuance of fractional shares or interests of the surviving or resulting limited partnership or other
business entity.
[1999, c. 638, §13 (new).]
Any of the terms of the agreement or plan of merger or consolidation may be made dependent upon facts ascertainable outside
of the agreement or plan, as long as the manner in which the facts operate upon the terms of the agreement or plan is clearly
and expressly set forth in the agreement or plan of merger or consolidation.
[1999, c. 638, §13 (new).]
4. Manner of approval. Unless otherwise provided in the partnership agreement, a merger or consolidation must be approved by each limited partnership
that is a party to the merger or consolidation by all general partners and by the limited partners or, if there is more than
one class or group of limited partners, then by each class or group of limited partners, by limited partners who own more
than 50% of the then-current percentage or other interest in the profits of the limited partnership owned by all of the limited
partners or by the limited partners in each class or group. Each foreign limited partnership or other business entity that
is a party to a proposed merger or consolidation shall approve the merger or consolidation in the manner and by the vote required
by the laws applicable to a foreign limited partnership or other business entity and, to the extent allowed under such laws,
its governing documents. In connection with a merger or consolidation under this section, rights or interests in a limited
partnership or other business entity that is a constituent party to the merger or consolidation may be exchanged for or converted
into cash, property, rights or interests in the surviving limited partnership or other business entity or in lieu thereof
may be exchanged for or converted into cash, property, rights or interests in a limited partnership or other business entity
that is not the surviving or resulting limited partnership or other business entity in the merger or consolidation. Notwithstanding
prior approval, an agreement or plan of merger or consolidation may be terminated or amended pursuant to a provision for the
termination or amendment contained in the agreement or plan at any time before the articles of merger or consolidation are
filed with the Secretary of State. If, as a result of the merger or consolidation, one or more partners of a domestic limited
partnership would become subject to personal liability for the obligations or liabilities of any other person or entity, approval
of the plan of merger or consolidation must require the execution by each such partner of a separate written consent to become
subject to such personal liability.
[1999, c. 638, §13 (new).]
5. Articles of merger or consolidation. After a plan or agreement of merger or consolidation is adopted and approved in the manner required by subsection 4, the
surviving or resulting limited partnership or other business entity shall deliver to the Secretary of State for filing articles
of merger or consolidation setting forth:
A. The name and current jurisdiction of each of the limited partnerships or other business entities that are to merge or consolidate;
[1999, c. 638, §13 (new).]
B. That an agreement or plan of merger or consolidation has been approved, adopted and executed by each limited partnership
and other business entity, if any, that is a party to the merger or consolidation;
[1999, c. 638, §13 (new).]
C. The name of the surviving or resulting limited partnership or other business entity;
[1999, c. 638, §13 (new).]
D. If the surviving or resulting limited partnership or other business entity is not organized under the laws of this State,
a statement that the surviving or resulting limited partnership or other business entity:
(1) Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party
to the merger or consolidation that was organized under the laws of this State, as well as for enforcement of an obligation
of the surviving or resulting limited partnership or other business entity arising from the merger or consolidation; and
(2) Appoints the Secretary of State as its agent for service of process in any such proceeding, and the surviving or resulting
limited partnership or other business entity shall specify the address to which a copy of the process must be mailed by the
Secretary of State;
[1999, c. 638, §13 (new).]
E. If shareholder approval of any corporation party to the merger or consolidation was not required, a statement to that effect;
[1999, c. 638, §13 (new).]
F. If approval of the shareholders of one or more corporations party to the merger or consolidation was required:
(1) The designation, number of outstanding shares and number of shares entitled to vote on the written agreement or plan
of merger or consolidation as to each corporation; the number of shares voted for and against the agreement or plan; and a
statement that the number of votes cast for the agreement or plan was sufficient for approval by the shareholders; and
(2) If the shares of any class were entitled to vote as a class, the designation and number of outstanding shares of each
such class, the number of shares of each such class voted for and against the written agreement or plan and a statement that
the number of votes cast for the agreement or plan by each class was sufficient for approval by that class;
[1999, c. 638, §13 (new).]
G. In the case of a merger, a statement of any changes in or a restatement of the organizing documents of the surviving limited
partnership or other business entity, a statement that the organizing documents of the surviving limited partnership or other
business entity remain unchanged or, in the case of a consolidation, with respect to the resulting limited partnership or
other business entity, all of the statements required to be set forth in the organizing documents for that type of business
entity;
[1999, c. 638, §13 (new).]
H. That the executed agreement or plan of merger or consolidation is on file at a place of business of the surviving or resulting
limited partnership or other business entity and stating the address of such place of business and that a copy of the agreement
of merger or consolidation will be furnished by the surviving or resulting limited partnership or other business entity, on
request and without cost, to a person holding an interest in a limited partnership or other business entity that is to merge
or consolidate;
[1999, c. 638, §13 (new).]
I. The date when the merger or consolidation is to take effect, not to exceed 60 days subsequent to the filing date of the
articles of merger or consolidation;
[1999, c. 638, §13 (new).]
J. A statement to the effect that the merger or consolidation was effected in compliance with the laws applicable to mergers
or consolidations of all parties to the merger or consolidation; and
[1999, c. 638, §13 (new).]
K. An agreement that the surviving or resulting limited partnership or other business entity shall continue to comply with
all provisions of all laws applicable to mergers or consolidations of all parties to the merger or consolidation, including,
without limitation, provisions on payment of amounts to which dissenting shareholders are entitled.
[1999, c. 638, §13 (new).]
[1999, c. 638, §13 (new).]
6. Effective date. A merger or consolidation under this section takes effect upon the later of the effective date of the filing of the articles
of merger or consolidation or the date set forth in the articles of merger or consolidation.
[1999, c. 638, §13 (new).]
7. Cancellation; certificate of limited partnership. Articles of merger or consolidation act as a certificate of cancellation for a domestic limited partnership or other business
entity that is not the surviving or resulting business entity in the merger or consolidation.
[1999, c. 638, §13 (new).]
8. Amendment to partnership agreement. A partnership agreement containing a specific reference to this subsection may provide that an agreement or plan of merger
or consolidation approved in accordance with subsection 4 may effect any amendment to the partnership agreement or effect
the adoption of a new partnership agreement for a limited partnership if it is the surviving or resulting business entity
in the merger or consolidation and such a provision is binding on the partnership even though the partnership agreement may
contain contrary provisions relative to the general amendment of the partnership agreement. Any amendment to a partnership
agreement or adoption of a new partnership agreement made pursuant to this subsection is effective at the effective date and
time of the merger or consolidation. The provisions of this subsection may not be construed to limit the accomplishment of
a merger or consolidation by any other means provided for in a partnership agreement or other agreement or as otherwise permitted
by law, including that the limited partnership agreement of any constituent limited partnership to the merger or consolidation,
including a limited partnership formed for the purpose of consummating the merger, is the partnership agreement of the surviving
or resulting limited partnership.
[1999, c. 638, §13 (new).]
9. General effect of merger or consolidation. A merger or consolidation has the following effects.
A. The limited partnerships or other business entities that are parties to the merger or consolidation agreement become a single
entity, which in the case of a merger is the limited partnership or other business entity designated in the plan of merger
as the survivor and in the case of a consolidation is the resulting limited partnership or other business entity provided
for in the plan of consolidation.
[1999, c. 638, §13 (new).]
B. The separate existence of each party to the merger or consolidation agreement, except for the surviving or resulting limited
partnership or other business entity ceases.
[1999, c. 638, §13 (new).]
C. The surviving or resulting limited partnership or other business entity possesses all the rights, privileges, immunities,
powers and franchises of each constituent limited partnership or other business entity and is subject to all the restrictions,
disabilities and duties of each of the parties to the extent that those rights, privileges, immunities, powers, franchises,
restrictions, disabilities and duties are applicable.
[1999, c. 638, §13 (new).]
D. All property, real, personal and mixed; all debts due, including promises to make capital contributions and subscriptions
for shares or interests; all other choses in action; and all other interests of or belonging to or due to each of the constituent
entities vest in the surviving or resulting limited partnership or other business entity without further act or deed.
[1999, c. 638, §13 (new).]
E. The title to all real estate and any interests in real estate vested in a constituent limited partnership or other business
entity do not revert and are not in any way impaired by reason of the merger or consolidation.
[1999, c. 638, §13 (new).]
F. The surviving or resulting limited partnership or other business entity is liable for all liabilities and obligations of
each of the constituent limited partnerships or other business entities so merged or consolidated and any claim existing or
action or proceeding pending by or against a constituent limited partnership or other business entity may be prosecuted as
if the merger or consolidation had not taken place or the surviving or resulting limited partnership or other business entity
may be substituted in the action.
[1999, c. 638, §13 (new).]
G. Neither the rights of creditors nor any liens on the property of a constituent limited partnership or other business entity
are impaired by the merger or consolidation.
[1999, c. 638, §13 (new).]
H. The partnership or other interests in a limited partnership or the shares or other interests of another business entity
that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the merger or
consolidation agreement are so converted and the former holders of the partnership or other interest are entitled only to
the rights provided in the merger or consolidation agreement or the rights otherwise provided by law.
[1999, c. 638, §13 (new).]
I. Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger
or consolidation of a limited partnership that has become effective may not affect any obligation or liability existing at
the time of the merger or consolidation of a general partner of a limited partnership that is merging or consolidating.
[1999, c. 638, §13 (new).]
J. If a limited partnership is a constituent party to a merger or consolidation that is effective, but the limited partnership
is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a general partner of
the limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a
claim against the surviving or resulting business entity of the merger or consolidation unless:
(1) A judgment based on the same claim has been obtained against the surviving or resulting business entity of the merger
or consolidation and writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The surviving or resulting business entity of the merger or consolidation is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not
the surviving or resulting business entity of the merger or consolidation;
(4) The general partner has agreed that the creditor need not exhaust the assets of the surviving or resulting business
entity of the merger or consolidation;
(5) A court grants permission to the judgment creditor to levy execution against the assets of the general partner based
on a finding that the assets of the surviving or resulting business entity of the merger or consolidation that are subject
to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting
business entity of the merger or consolidation is excessively burdensome or that the grant of permission is an appropriate
exercise of the court's equitable powers; or
(6) Liability is imposed on the general partner by law or contract independent of the existence of the surviving or resulting
business entity of the merger or consolidation.
[1999, c. 638, §13 (new).]
[1999, c. 638, §13 (new).]
Section History:
PL 1999,
Ch. 638,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §418. Conversion of limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§418. Conversion of limited partnership
1. Definitions. For purposes of this section, "business entity" means any association or legal entity organized to conduct business, including
a domestic or foreign corporation, limited liability company, limited partnership, general partnership, limited liability
partnership, joint venture, joint stock company and business trust.
[1999, c. 638, §13 (new).]
2. Authority. A limited partnership may convert to another type of business entity by complying with the requirements of section 419 and
Title 13-C, chapter 9, subchapter 4.
[2003, c. 344, Pt. D, §18 (amd).]
Section History:
PL 1999,
Ch. 638,
§13
(NEW).
PL 2003,
Ch. 344,
§D18
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §419. Approval of conversion of limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1991, c. 552, @2)
§419. Approval of conversion of limited partnership
A limited partnership may convert to another business entity, as specified in section 418, other than a limited partnership,
upon the authorization of the conversion in accordance with this section and to the extent authorized by and in accordance
with applicable statutes to convert to another business entity. If the partnership agreement specifies the manner of authorizing
a conversion of the limited partnership, the conversion is authorized as specified in the provisions of the partnership agreement,
as long as the provisions do not explicitly exclude conversions. If the partnership agreement does not specify the manner
of authorizing a conversion of the limited partnership and does not prohibit a conversion, the conversion is authorized in
the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the limited
partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner
of converting a limited partnership or the merger or consolidation of the limited partnership, the conversion is authorized
in the same manner as is specified in section 417 authorizing a merger or consolidation that involves the limited partnership
that is a constituent party to the merger or consolidation. If, as a result of the conversion, one or more partners of a
domestic limited partnership would become subject to personal liability for the obligations or liabilities of any other person
or entity, approval of the plan of conversion must require the execution by each such partner of a separate written consent
to become subject to such personal liability.
[1999, c. 638, §13 (new).]
Section History:
PL 1999,
Ch. 638,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §421. Certificate of limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§421. Certificate of limited partnership
1. Certificate of limited partnership. In order to form a limited partnership, a certificate of limited partnership must be filed with the Secretary of State.
The certificate must set forth:
A. The name of the limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
B. The address of the registered office and the name and address of the registered agent for service of process required to
be maintained by section 407;
[1991, c. 552, §2 (new); §4 (aff).]
C. The name and the business, residence or mailing address of each general partner; and
[1991, c. 552, §2 (new); §4 (aff).]
D. Any other matters the partners determine to include therein.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Date of formation. A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the Secretary
of State if there has been substantial compliance with the requirements of this section. A limited partnership formed under
this chapter is a separate legal entity, the existence of which as a separate legal entity continues until cancellation of
the limited partnership's certificate of limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §422-A. Certificate of correction
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§422-A. Certificate of correction
A general partner who becomes aware that any statement in a certificate of limited partnership, or any certificate filed under
this chapter, was inaccurate when made shall file a certificate of correction with the Secretary of State. The certificate
of correction must specify the inaccuracy or defect to be corrected and set forth that portion of the instrument in corrected
form. The corrected instrument is effective as of the date the original instrument was filed, except as to those persons
who are substantially and adversely affected by the correction and as to those persons the corrected instrument is effective
from the filing date.
[1995, c. 633, Pt. C, §13 (amd).]
Section History:
PL 1993,
Ch. 316,
§54
(NEW).
PL 1995,
Ch. 633,
§C13
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §422. Amendment to certificate
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§422. Amendment to certificate
1. Certificate of amendment. A certificate of limited partnership is amended by filing a certificate of amendment with the Secretary of State. The certificate
of amendment must set forth:
A. The name of the limited partnership; and
[1991, c. 552, §2 (new); §4 (aff).]
B. The amendment or amendments to the certificate.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Inaccuracies. A general partner who becomes aware that any statement in a certificate of limited partnership, or any certificate filed
under this section has become inaccurate in any material respect as a result of subsequent events, shall promptly amend the
certificate.
[1993, c. 316, §53 (amd).]
3. Amendment required. No later than 90 days after the happening of any of the following events an amendment to a certificate of limited partnership
reflecting the occurrence of the event or events must be filed by a general partner:
A. The admission of a new general partner;
[1991, c. 552, §2 (new); §4 (aff).]
B. The withdrawal of a general partner;
[1999, c. 594, §20 (amd).]
C. A change in the name of the limited partnership;
[1999, c. 594, §20 (amd).]
D. A change in the registered agent and registered office as provided in section 407, subsection 2, paragraph A or a change
in the registered office or a change in the name of any person acting as the registered agent as provided in section 407,
subsection 2, paragraph B; or
[1999, c. 594, §21 (new).]
E. A resignation of a registered agent as provided in section 407, subsection 3.
[1999, c. 594, §21 (new).]
[1999, c. 594, §§20, 21 (amd).]
4. Right to amend at any time. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.
[1991, c. 552, §2 (new); §4 (aff).]
5. Between dissolution and cancellation. If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided in
section 423 a certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited
partnership, or a person other than an individual shown on a certificate of limited partnership as a general partner is winding
up the limited partnership's affairs, then the certificate of limited partnership must be amended to set forth the name and
the business, residence or mailing address of each person winding up the limited partnership's affairs. Each person winding
up the affairs shall execute and file a certificate of amendment. Such a person is not subject to liability as a general
partner by reason of such amendment. A general partner who is not winding up a limited partnership's affairs need not execute
a certificate of amendment under this subsection.
[1991, c. 552, §2 (new); §4 (aff).]
6. Restated certificate of limited partnership. A limited partnership may at any time file a restatement of its certificate of limited partnership that integrates into
a single document all of the provisions of its certificate of limited partnership, giving effect to all amendments previously
adopted and, if authorized, any further amendments. A restated certificate of limited partnership, either in its heading
or in an introductory paragraph, must set forth:
A. That it is a restatement;
[1991, c. 552, §2 (new); §4 (aff).]
B. The limited partnership's present name;
[1991, c. 552, §2 (new); §4 (aff).]
C. If the name has been changed, the name under which it was originally filed; and
[1991, c. 552, §2 (new); §4 (aff).]
D. The date of filing of the initial certificate of limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
A restated certificate of limited partnership must be executed and filed in the manner provided for any other amendment to
a certificate of limited partnership. Upon filing of the restated certificate by the Secretary of State, the restatement,
including any further amendments made as a result of the restatement, constitutes the certificate of limited partnership of
the limited partnership pursuant to section 421.
[1991, c. 552, §2 (new); §4 (aff).]
7. Change in address of general partners. If there is a change in the address of one or more of the general partners from that appearing on the record of the office
of the Secretary of State, the certificate of limited partnership must be amended to set forth the new business, residence
or mailing address of each general partner.
[1995, c. 458, §14 (new).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§53
(AMD).
PL 1995,
Ch. 458,
§14
(AMD).
PL 1999,
Ch. 594,
§20,21
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §423. Cancellation of certificate
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§423. Cancellation of certificate
1. Cancellation upon dissolution. A certificate of limited partnership is canceled upon the dissolution and the completion of winding up of the partnership,
or at any other time there are no limited partners. A certificate of cancellation must be filed with the Secretary of State
and must set forth:
A. The name of the limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
B. The date of filing of its certificate of limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
C. The reason for filing the certificate of cancellation;
[1991, c. 552, §2 (new); §4 (aff).]
D. The future effective date or time, which must be a date or time certain, of cancellation if it is not to be effective upon
the filing of the certificate; and
[1991, c. 552, §2 (new); §4 (aff).]
E. Any other information the person filing the certificate of cancellation determines.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §424. Execution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§424. Execution
Each certificate delivered to the Secretary of State for filing pursuant to this chapter must be executed in the following
manner.
[1991, c. 552, §2 (new); §4 (aff).]
1. Signatures. The documents must be signed by at least one general partner, except as follows:
A. In the case of an initial certificate of limited partnership, by all general partners and by the registered agent as required
by section 407, subsection 1-A;
[1997, c. 376, §34 (amd).]
B. In the case of a certificate of amendment or restatement or certificate of correction:
(1) By at least one general partner; and
(2) By each other general partner designated in the certificate of amendment as a new general partner.
If the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by
that former general partner; or
[1991, c. 552, §2 (new); §4 (aff).]
C. In the case of a certificate of cancellation or other certificate filed after the dissolution of a limited partnership:
(1) By all general partners;
(2) If neither the general nor the limited partners are winding up the limited partnership's affairs, then by all liquidating
trustees; or
(3) If the limited partners are winding up the limited partnership's affairs, then by a majority in interest of the limited
partners.
[1991, c. 552, §2 (new); §4 (aff).]
[1997, c. 376, §34 (amd).]
2. Signature by agent. Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment to a certificate
or enter in a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including
a power of attorney, to sign any certificate or amendment to a certificate or to enter into a partnership agreement or amendment
to an agreement need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed with the Secretary
of State, but if in writing, must be retained by a general partner.
[1991, c. 552, §2 (new); §4 (aff).]
3. Unsworn falsification. The execution of a certificate containing false statements constitutes unsworn falsification under Title 17-A, section 453.
[1997, c. 376, §35 (rpr).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§55
(AMD).
PL 1997,
Ch. 376,
§34,35
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §425. Execution, amendment or cancellation by judicial order
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§425. Execution, amendment or cancellation by judicial order
If a person required to execute a partnership agreement or amendment to the agreement or required by section 424 to execute
any certificate fails or refuses to do so, then any other person who is adversely affected by the failure or refusal may petition
the Superior Court to direct the execution of the agreement, amendment or certificate as follows.
[1991, c. 552, §2 (new); §4 (aff).]
1. Agreement or amendment. If the court finds that the partnership agreement or amendment to the agreement should be executed and that the person designated
to execute the agreement or amendment has failed or refused to do so, it shall enter an order granting appropriate relief.
[1991, c. 552, §2 (new); §4 (aff).]
2. Certificate. If the court finds that the certificate should be executed and that the person or persons designated to execute the certificate
have failed or refused to do so, it shall order the Secretary of State to record an appropriate certificate.
[1991, c. 552, §2 (new); §4 (aff).]
3. Venue. Venue for any action under this section lies in the county in this State in which the registered office of the limited partnership
is located or, if there is no registered office in this State, then in the Superior Court of Kennebec County.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §426. Filing
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§426. Filing
1. Original filing. An original signed copy of any certificate or other document authorized to be filed under any provision of this chapter
must be delivered to the Secretary of State.
A. A person who executes a document as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing.
[1991, c. 552, §2 (new); §4 (aff).]
B. Unless the Secretary of State finds that the certificate or other document on its face does not conform to law, upon receipt
of all filing fees required by law, the Secretary of State shall attest that the document has been filed with the Secretary
of State by endorsing thereon the word "filed" and the day, month and year of the filing, and by signing or initialing such
endorsement in person or by agent. If the person delivering the document for filing so requests, the endorsement must further
include the hour and minute of the filing of the document.
[1991, c. 552, §2 (new); §4 (aff).]
C. The endorsement is known as the "filing date" of the document, and is conclusive of the date, and the time if included in
the endorsement, of filing in the absence of actual fraud.
[1991, c. 552, §2 (new); §4 (aff).]
D. The Secretary of State may use an identifying mark in lieu of signing or initialing.
[1991, c. 552, §2 (new); §4 (aff).]
E. The filing date is the date first received unless otherwise specified by statute or rule.
[1991, c. 552, §2 (new); §4 (aff).]
F. The Secretary of State shall file and index the original.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Attested copy. The Secretary of State shall promptly make a copy of the original, and shall attest the copy by marking upon it the same
endorsement that is required to appear upon the original, together with a further endorsement that the copy is a true copy
of the original document. The attested copy must be returned to the person submitting the document for filing, or that person's
representative.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §427. Materially inaccurate statement
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§427. Materially inaccurate statement
1. Liability. If any certificate of limited partnership or certificate of amendment or cancellation contains a materially inaccurate statement,
one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
A. Any general partner who executes the certificate and knew or should have known the statement to be inaccurate in any material
respect at the time the certificate was executed; and
[1991, c. 552, §2 (new); §4 (aff).]
B. Any general partner who thereafter knows that any arrangement or other fact described in the certificate is inaccurate in
any material respect or has changed, making the statement inaccurate in any material respect, if that general partner had
sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement
was reasonably relied upon.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Exception. Notwithstanding subsection 1, no general partner has any liability for failing to cause the amendment or cancellation of
a certificate to be filed or failing to file a petition for its amendment or cancellation pursuant to subsection 1 if the
certificate of amendment, certificate of cancellation or petition is filed within 90 days of when that general partner knew
or should have known the certificate was inaccurate in any material respect.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §428. Notice
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 2: FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP (Enacted by PL 1991, c. 552, @2)
§428. Notice
The fact that a certificate of limited partnership is on file with the Secretary of State is notice that the partnership is
a limited partnership and is notice of all other facts set forth in the certificate that are required to be set forth in a
certificate of limited partnership by section 421, subsection 1, paragraphs A to B and by section 422, subsection 6.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §431. Admission of limited partners
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§431. Admission of limited partners
1. Date of admission. A person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership:
A. In connection with the formation of a limited partnership, upon the later to occur of:
(1) The formation of the limited partnership; or
(2) The time provided in and upon compliance with the partnership agreement; or
[1991, c. 552, §2 (new); §4 (aff).]
B. After the formation of a limited partnership:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership:
(a) At the time provided in and upon compliance with the partnership agreement; or
(b) If the partnership agreement does not so provide, upon the consent of all partners and when the person's admission is
reflected in the records of the limited partnership; or
(2) In the case of an assignee of a partnership interest, as provided in section 474:
(a) At the time provided in and upon compliance with the partnership agreement; or
(b) If the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records
of the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Contribution not required. A person may be admitted to a limited partnership as a limited partner of the limited partnership and may receive a partnership
interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited
partnership.
[1991, c. 552, §2 (new); §4 (aff).]
3. Written agreement. A written partnership agreement or other written agreement or writing:
A. May provide that a person is admitted as a limited partner of a limited partnership, or becomes an assignee of a partnership
interest or other rights or powers of a limited partner to the extent assigned, and becomes bound by the partnership agreement
if that person, or a representative authorized by that person orally, in writing or by other action such as payment for a
partnership interest:
(1) Executes the partnership agreement or any other writing evidencing the intent of that person to become a limited partner
or assignee; or
(2) Does not execute the agreement or writing but complies with the conditions for becoming a limited partner or assignee
as set forth in the partnership agreement or any other writing and requests, orally, in writing or by other action such as
payment for a partnership interest, that the records of the limited partnership reflect the admission or assignment; and
[1991, c. 552, §2 (new); §4 (aff).]
B. May not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming
an assignee as provided in paragraph A, subparagraph (1), or by reason of its having been signed by a representative as provided
in this chapter.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §432. Classes and voting
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§432. Classes and voting
1. Provision to establish classes or groups of limited partners. A partnership agreement may:
A. Provide for classes or groups of limited partners having such relative rights, powers and duties as the partnership agreement
may provide;
[1991, c. 552, §2 (new); §4 (aff).]
B. Make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups
of limited partners having those relative rights, powers and duties as may from time to time be established, including rights,
powers and duties senior to existing classes and groups of limited partners; or
[1991, c. 552, §2 (new); §4 (aff).]
C. Provide for the taking of an action by all or a class or group of general partners, without other general or limited partners
having the right to participate, including the amendment of the partnership agreement to create under the provisions of the
partnership agreement a class or group of partnership interests that was not previously outstanding.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Voting. The partnership agreement may grant to all or certain identified limited partners or a specified class or group of the limited
partners the right to vote separately or with all or any class or group of the limited partners or the general partners, on
any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.
[1991, c. 552, §2 (new); §4 (aff).]
3. Notice of meetings. A partnership agreement that grants a right to vote may set forth provisions relating to:
A. Notice of the time, place or purpose of any meeting at which any matter is to be voted on by any limited partners;
[1991, c. 552, §2 (new); §4 (aff).]
B. Waiver of any such notice;
[1991, c. 552, §2 (new); §4 (aff).]
C. Action by consent without a meeting;
[1991, c. 552, §2 (new); §4 (aff).]
D. The establishment of a record date;
[1991, c. 552, §2 (new); §4 (aff).]
E. Quorum requirements;
[1991, c. 552, §2 (new); §4 (aff).]
F. Voting in person or by proxy; or
[1991, c. 552, §2 (new); §4 (aff).]
G. Any other matter with respect to the exercise of any such right to vote.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §433. Powers and liabilities
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§433. Powers and liabilities
1. Participation in management. Except as provided in the partnership agreement or applicable law, a limited partner may not participate in the management
of the partnership's business.
[1991, c. 552, §2 (new); §4 (aff).]
2. Limited liability. A limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general
partner or, in addition to the exercise of rights and powers as a limited partner, the limited partner participates in the
control of the business. If the limited partner does participate in the control of the business, the limited partner is liable
only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's
conduct, that the limited partner is a general partner.
[1991, c. 552, §2 (new); §4 (aff).]
3. Participation in control of business, defined. A limited partner does not participate in the control of the business within the meaning of subsection 2 by virtue of the
limited partner possessing, or regardless of whether or not the limited partner has the rights or powers, exercising or attempting
to exercise one or more of the following rights or powers; or regardless of whether or not the limited partner has the rights
or powers, having acted or attempting to act in one or more of the following capacities:
A. To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or
employee of, the limited partnership or a general partner, or to be an officer, director or stockholder of a corporate general
partner, or to be a limited partner of a partnership that is a general partner of the limited partnership, or to be a trustee,
administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust that is a general partner, or to
be a trustee, officer, advisor, stockholder or beneficiary of a business trust that is a general partner;
[1991, c. 552, §2 (new); §4 (aff).]
B. To consult with or advise a general partner with respect to any matter, including the business of the limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
C. To act as surety, guarantor or endorser for the limited partnership or a general partner, to guaranty or assume one or more
obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner,
to lend money to the limited partnership or a general partner or to provide collateral for the limited partnership or a general
partner;
[1991, c. 552, §2 (new); §4 (aff).]
D. To call, request, attend or participate at a meeting of the partners or the limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
E. To wind up a limited partnership pursuant to section 483;
[1991, c. 552, §2 (new); §4 (aff).]
F. To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in
the right of the limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
G. To serve on a committee of the limited partnership or the limited partners;
[1991, c. 552, §2 (new); §4 (aff).]
H. To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or
disapproving, by voting or otherwise, with respect to one or more of the following matters:
(1) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election
to continue the business of the limited partnership;
(2) The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in,
any asset or assets of the limited partnership;
(3) The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership;
(4) A change in the nature of the business;
(5) The admission, removal or retention of a general partner;
(6) The admission, removal or retention of a limited partner;
(7) A transaction or other matter involving an actual or potential conflict of interest;
(8) An amendment to the partnership agreement or certificate of limited partnership;
(9) In respect of a limited partnership that is registered as an investment company under the Investment Company Act of 1940,
15 United States Code, Section 81a-1 et seq., as amended, any matter required by the Investment Company Act of 1940, as amended,
or the rules and regulations of the Securities and Exchange Commission thereunder, to be approved by the holders of beneficial
interests in an investment company, including the electing of directors or trustees of the investment company, the approving
or terminating of investment advisory or underwriting contracts and the approving of auditors;
(10) The indemnification of any partner or other person; or
(11) Such other matters as are stated in the partnership agreement or in any other agreement or in writing;
[1991, c. 552, §2 (new); §4 (aff).]
I. To serve on the board of directors or a committee of, to consult with or advise, to be an officer, director, stockholder,
partner, agent or employee of, or to be a fiduciary for, any person in which the limited partnership has an interest; or
[1991, c. 552, §2 (new); §4 (aff).]
J. To exercise any right or power granted or permitted to limited partners under this chapter and not specifically enumerated
in this subsection.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
4. Other powers. The enumeration in subsection 3 does not mean that the possession or exercise of any other powers or having or acting in
other capacities by a limited partner constitutes participation by the limited partner in the control of the business of the
partnership.
[1991, c. 552, §2 (new); §4 (aff).]
5. Use of name in name of limited partnership. A limited partner does not participate in the control of the business within the meaning of subsection 2 by virtue of the
fact that all or any part of the name of such limited partner is included in the name of the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
6. Rights or powers not created. This section does not create rights or powers of limited partners. Such rights and powers may be created only by a certificate
of limited partnership, a partnership agreement or any other agreement or in writing, or other sections of this chapter.
[1991, c. 552, §2 (new); §4 (aff).]
7. Frequency. A limited partner does not participate in the control of the business within the meaning of subsection 2 regardless of the
nature, extent, scope, number or frequency of the limited partner's possessing or, regardless of whether or not the limited
partner has the rights or powers, exercising or attempting to exercise one or more of the rights or powers or having acted
or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in one or more
of the capacities permitted under this section.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §434. Person erroneously believing self to be a limited partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§434. Person erroneously believing self to be a limited partner
1. Not a general partner. Except as provided in subsection 2, a person who erroneously but in good faith believes that the person has become a limited
partner in the limited partnership is not a general partner in the partnership and is not bound by the obligations of a general
partner by reason of making a contribution to a partnership, receiving distributions from the partnership or exercising any
rights of a limited partner, if, within a reasonable time after ascertaining the mistake, the person causes an appropriate
certificate of limited partnership or a certificate of amendment to be executed and filed, or files or causes to be filed
with the Secretary of State a writing entitled "Filing Pursuant to Title 31, section 434" that sets forth:
A. In the case of a person who wishes to be a limited partner:
(1) The name of the limited partnership;
(2) The name and mailing address of the person signing the writing;
(3) That the person signing the writing acquired a limited partnership interest in the partnership;
(4) That the person signing the writing has done one or both of the following:
(a) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required
by this chapter; and
(b) Instituted a proceeding pursuant to section 425 to cause the general partner to file an amended certificate, which proceeding
has not been concluded; and
(5) That the writing is being filed pursuant to paragraph A, and that the person signing the writing is claiming not to be
a general partner of the limited partnership named in the writing; or
[1991, c. 552, §2 (new); §4 (aff).]
B. In the case of a person who wishes to withdraw from the partnership:
(1) The information described in paragraph A, subparagraphs (1) to (3);
(2) That the person signing the writing has renounced future equity participation in the enterprise; and
(3) That the writing is being filed pursuant to this paragraph and that the person signing the writing is claiming status
as a limited partner of the enterprise for the period including and prior to the filing of the certificate pursuant to this
subsection.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Liable to 3rd party. A person who makes a contribution of the kind described in subsection 1 is liable as a general partner to any 3rd party
who transacts business with the partnership only if the 3rd party actually believes in good faith that the person was a general
partner at the time of the transaction and acted in reasonable reliance on that belief in entering the transaction:
A. Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
[1991, c. 552, §2 (new); §4 (aff).]
B. Before an appropriate certificate is filed to show that the person is not a general partner.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §435. Access to information
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§435. Access to information
1. Right to information. Each limited partner has the right, subject to such reasonable standards, including standards governing what information
and documents are to be furnished, at what time and location and at whose expense, as may be set forth in the partnership
agreement or otherwise established by the general partners, to obtain from the general partners from time to time upon reasonable
demand for any purpose reasonably related to the limited partner's interest as a limited partner:
A. True and full information regarding the status of the business and financial condition of the limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
B. Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each
year;
[1991, c. 552, §2 (new); §4 (aff).]
C. A current list of the name and last known business, residence or mailing address of each partner;
[1991, c. 552, §2 (new); §4 (aff).]
D. A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with
executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all
amendments thereto have been executed;
[1991, c. 552, §2 (new); §4 (aff).]
E. True and full information regarding the amount of cash and a description and statement of the agreed value of any other property
or services contributed by each partner and that each partner has agreed to contribute in the future, and the date on which
each became a partner; and
[1991, c. 552, §2 (new); §4 (aff).]
F. Other information regarding the affairs of the limited partnership as is just and reasonable.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Confidential information. Except for those items contained in subsection 1, paragraphs A to E and those items specifically required to be disclosed
by the partnership agreement, a general partner has the right to keep confidential from limited partners for such a period
of time as the general partner deems reasonable, any information not required to be disclosed by the partnership agreement
that the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which
the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited
partnership or its business or that the limited partnership is required by law or by agreement with a 3rd party to keep confidential.
[1991, c. 552, §2 (new); §4 (aff).]
3. Records; medium. A limited partnership may maintain its records in other than written form if such form is capable of conversion into written
form within a reasonable time.
[1991, c. 552, §2 (new); §4 (aff).]
4. Demands in writing. Except for information or documents requested under subsection 1, paragraphs B to E, any demand under this section must
be in writing and must state the purpose of the demand.
[1991, c. 552, §2 (new); §4 (aff).]
5. Actions; Superior Court. Any action to enforce any right arising under this section must be brought in Superior Court of the county in which the
principal office of the limited partnership is located or in Superior Court in Kennebec County.
[1991, c. 552, §2 (new); §4 (aff).]
6. Court costs. In any action under this section, if the court finds the failure of the partnership to comply with the requirements of this
section to have been without justification, the court may award an amount sufficient to reimburse the partners bringing the
action for the reasonable expenses incurred by the partners, including attorney's fees, in connection with the action or proceeding.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §436. Remedies for breach of partnership agreement by limited partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§436. Remedies for breach of partnership agreement by limited partner
A partnership agreement may provide that a limited partner who fails to perform in accordance with, or to comply with the
terms and conditions of, the partnership agreement is subject to specified penalties or specified consequences. The agreement
may also specify at what time or upon the happening of which events the penalties or consequences take effect.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §437. Disclosure of limited partners (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 3: LIMITED PARTNERS (Enacted by PL 1991, c. 552, @2)
§437. Disclosure of limited partners (REPEALED)
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1999,
Ch. 638,
§14
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §441. Admission of general partners
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§441. Admission of general partners
1. Written consent of partners. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the
partnership agreement, additional general partners may be admitted only with the written consent of each partner.
[1991, c. 552, §2 (new); §4 (aff).]
2. Contribution not required. A person may be admitted to a limited partnership as a general partner of the limited partnership and may receive a partnership
interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited
partnership. Nothing contained in this subsection affects the first sentence of section 443, subsection 2.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §442. Events of withdrawal
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§442. Events of withdrawal
1. Reasons for withdrawal of general partner. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
A. The general partner withdraws from the limited partnership as provided in section 462;
[1991, c. 552, §2 (new); §4 (aff).]
B. The general partner ceases to be a general partner of the limited partnership as provided in section 472;
[1991, c. 552, §2 (new); §4 (aff).]
C. The general partner is removed as a general partner in accordance with the partnership agreement;
[1991, c. 552, §2 (new); §4 (aff).]
D. Unless otherwise provided in the partnership agreement, or with the written consent of all partners, the general partner:
(1) Makes an assignment for the benefit of creditors;
(2) Files a voluntary petition in bankruptcy;
(3) Is adjudged bankrupt or insolvent or is a person against whom an order of relief has been entered in any bankruptcy
or insolvency proceeding;
(4) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation;
(5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against
the general partner in any proceeding of this nature; or
(6) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of
all or any substantial part of the general partner's properties;
[1991, c. 552, §2 (new); §4 (aff).]
E. Unless otherwise provided in the partnership agreement, or with the written consent of all partners, 120 days after the commencement
of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment liquidation,
dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90
days after the appointment without the general partner's consent or acquiescence of a trustee, receiver or liquidator of the
general partner or of all or any substantial part of the general partner's properties, the appointment is not vacated or stayed,
or within 90 days after the expiration of any such stay, the appointment is not vacated;
[1991, c. 552, §2 (new); §4 (aff).]
F. In the case of a general partner who is a natural person:
(1) The general partner's death; or
(2) The entry by court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner's
person or the general partner's property;
[1991, c. 552, §2 (new); §4 (aff).]
G. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination
of the trust; but not merely the substitution of a new trustee;
[1991, c. 552, §2 (new); §4 (aff).]
H. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate
partnership;
[1991, c. 552, §2 (new); §4 (aff).]
I. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for
the corporation or the suspension of its charter and the expiration of 90 days after the date of notice to the corporation
of suspension without a reinstatement of its charter; or
[1991, c. 552, §2 (new); §4 (aff).]
J. Unless otherwise provided in the partnership agreement, or with the written consent of all partners, in the case of a general
partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Notification in writing. A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under
subsection 1, paragraph D or E shall notify each other general partner, or in the event that there are no other general partners,
each limited partner, of the occurrence of the event within 30 days after the date of occurrence of the event of withdrawal.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §443. General powers and liabilities
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§443. General powers and liabilities
1. Rights and powers. Except as provided in this chapter or in the partnership agreement, a general partner but not a limited partner of a limited
partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
[1991, c. 552, §2 (new); §4 (aff).]
2. Liabilities. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership
without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter
or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership
without limited partners to the partnership and to the other partners.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §444. Contributions by a general partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§444. Contributions by a general partner
A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and
losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions
to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited
partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and except as
provided in the partnership agreement also has the rights and powers, and is subject to the restrictions, of a limited partner
to the extent of the general partner's participation in the partnership as a limited partner.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §445. Classes and voting
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§445. Classes and voting
1. Classes or groups of general partners. A partnership agreement may provide for classes or groups of general partners having such relative rights, powers and duties
as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership
agreement of additional classes or groups of general partners having such relative rights, powers and duties as may from time
to time be established, including rights, powers and duties senior to existing classes and groups of general partners. A
partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without
the vote or approval of any general partner or class or group of general partners, including an action to create under the
provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding.
[1991, c. 552, §2 (new); §4 (aff).]
2. Voting. The partnership agreement may grant to all or certain identified general partners or a specified class or group of the general
partners the right to vote, separately or with all or any class or group of the limited partners or the general partners,
on any matter. Voting by general partners may be on a per capita, number, financial interest, class, group or any other basis.
[1991, c. 552, §2 (new); §4 (aff).]
3. Notice of meetings. A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place or purpose
of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent
without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter
with respect to the exercise of any such right to vote.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §446. Nature of general partner's services
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§446. Nature of general partner's services
A general partner's services are deemed to be personal in nature and, unless the partnership agreement otherwise provides,
may not be assumed by another party without the consent of all partners.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §447. Remedies for breach of partnership agreement by general partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 4: GENERAL PARTNERS (Enacted by PL 1991, c. 552, @2)
§447. Remedies for breach of partnership agreement by general partner
A partnership agreement may provide that:
[1991, c. 552, §2 (new); §4 (aff).]
1. Failure to comply. A general partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership
agreement is subject to specified penalties or specified consequences; and
[1991, c. 552, §2 (new); §4 (aff).]
2. Subject to penalties. At the time or upon the happening of events specified in the partnership agreement, a general partner is subject to specified
penalties or specified consequences.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §451. Form of contribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 5: FINANCE (Enacted by PL 1991, c. 552, @2)
§451. Form of contribution
The contribution of a partner may be in cash, tangible or intangible property, or services rendered, or a promissory note
or other obligation to contribute cash or property or to perform services.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §452. Liability for contribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 5: FINANCE (Enacted by PL 1991, c. 552, @2)
§452. Liability for contribution
1. Contribution. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise
to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability
or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated
at the option of the limited partnership to contribute cash equal to that portion of the agreed value as stated in the records
of the limited partnership of the contribution that has not been made. The option of the limited partnership is in addition
to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have
against such a partner under the partnership agreement or applicable law.
[1991, c. 552, §2 (new); §4 (aff).]
2. Liability limited. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution, or to pay any
interest payable on the contribution, or return money or other property paid or distributed in violation of this chapter may
be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who
acts or refrains from acting in reasonable reliance on that obligation, and who does not know of such compromise, may enforce
the obligation. A conditional obligation of a partner to make a contribution or return money or other property to a limited
partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by that partner.
Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner
prior to the time the call occurs.
[1991, c. 552, §2 (new); §4 (aff).]
3. Penalty. A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner
is obligated to make is subject to specified penalties for, or specified consequences of, such a failure. The penalty or
consequence may take the form of reducing or eliminating the defaulting partner's proportionate interest in the limited partnership,
subordinating the partner's partnership interest to that of nondefaulting partners, a forced sale of the partner's partnership
interest, forfeiture of the partner's partnership interest, the lending by other partners of the amount necessary to meet
the partner's commitment, a fixing of the value of the partner's partnership interest by appraisal or by formula and redemption
or sale of the partner's partnership interest at that value, or other penalty or consequence.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §453. Allocation of profits and losses
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 5: FINANCE (Enacted by PL 1991, c. 552, @2)
§453. Allocation of profits and losses
The profits and losses of a limited partnership must be allocated among the partners, and among classes or groups of partners,
in the manner provided in the partnership agreement. If the partnership agreement does not so provide, the profits and losses
must be allocated on the basis of the agreed value, as stated in the records of the limited partnership, of the contributions
made by each partner to the extent they have been received by the limited partnership and have not been returned.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §454. Allocation of distributions
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 5: FINANCE (Enacted by PL 1991, c. 552, @2)
§454. Allocation of distributions
Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes or
groups of partners, in the manner provided in the partnership agreement.
[1991, c. 552, §2 (new); §4 (aff).]
div>
If the partnership agreement does not so provide, distributions must be made on the basis of the agreed value, as stated in
the records of the limited partnership, of the contributions made by each partner to the extent they have been received by
the limited partnership and have not been returned.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §461. Interim distributions
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§461. Interim distributions
Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in the
partnership agreement, a partner is entitled to receive from a limited partnership distributions before the partner's withdrawal
from the limited partnership and before the dissolution and winding up of the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §462. Withdrawal of general partner and assignment of general partner's partnership interest
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§462. Withdrawal of general partner and assignment of general partner's partnership interest
1. Terms of withdrawal in partnership agreement. A general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership
agreement and in accordance with the partnership agreement.
[1991, c. 552, §2 (new); §4 (aff).]
2. Penalty, violation of withdrawal terms in partnership agreement. A partnership agreement may provide that a general partner does not have the right to withdraw as a general partner of a
limited partnership. Notwithstanding that a partnership agreement provides that a general partner does not have the right
to withdraw as a general partner of a limited partnership, a general partner may withdraw from a limited partnership at any
time by giving written notice to the other partners. If the withdrawal of a general partner violates the partnership agreement,
in addition to any remedies otherwise available under applicable law, the limited partnership may recover from the withdrawing
general partner damages for breach of the partnership agreement and offset the damages against any amounts otherwise distributable
or payable to the withdrawing general partner under the partnership agreement or otherwise.
[1991, c. 552, §2 (new); §4 (aff).]
3. Prohibition on assignment of interest. Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a general partner
may not assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §463. Withdrawal of limited partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§463. Withdrawal of limited partner
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership
agreement and in accordance with the partnership agreement. If the partnership agreement does not specify the time or the
events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of
the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general
partner at the general partner's address as set forth in the certificate of limited partnership filed with the Secretary of
State. Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a limited
partner may not withdraw from a limited partnership or assign a partnership interest in a limited partnership prior to the
dissolution and winding up of the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §464. Distribution upon withdrawal
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§464. Distribution upon withdrawal
Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to
which the partner is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement,
the partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the partner's interest in
the limited partnership as of the date of withdrawal.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §465. Distribution in kind
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§465. Distribution in kind
Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no
right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in
the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership
to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal
to the percentage in which the partner shares in distributions from the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §466. Right to distribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§466. Right to distribution
Subject to sections 467 and 484, and unless otherwise provided in the partnership agreement, at the time a partner becomes
entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor
of the limited partnership with respect to the distribution. A partnership agreement may provide for the establishment of
a record date with respect to allocations and distributions by the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §467. Limitations on distribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1991, c. 552, @2)
§467. Limitations on distribution
1. Limit on distributions. A limited partnership may not make a distribution to a partner to the extent that at the time of the distributions, after
giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account
of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the
limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property
that is subject to a liability for which the recourse of creditors is limited is included in the assets of the limited partnership
only to the extent that the fair value of that property exceeds that liability.
[1991, c. 552, §2 (new); §4 (aff).]
2. Liability for receipt of distributions in excess of allowable amount. A partner who receives a distribution in violation of subsection 1 is liable to the limited partnership for the amount
of the distribution. Subject to subsection 3, this subsection does not affect any obligation or liability of a limited partner
under a partnership agreement or under applicable law for the amount of a distribution.
[1991, c. 552, §2 (new); §4 (aff).]
3. Limited partners liability for receipt of distributions in excess of the allowable amount. Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership has no liability under
this chapter or other applicable law for the amount of the distribution after the expiration of 6 years from the date of the
distribution.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §471. Nature of partnership interest
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 7: ASSIGNMENT OF PARTNERSHIP INTERESTS (Enacted by PL 1991, c. 552, @2)
§471. Nature of partnership interest
A partnership interest is personal property. A partner has no interest in specific limited partnership property.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §472. Assignment of partnership interest
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 7: ASSIGNMENT OF PARTNERSHIP INTERESTS (Enacted by PL 1991, c. 552, @2)
§472. Assignment of partnership interest
1. General rules. Unless otherwise provided in the partnership agreement:
A. A partnership interest is assignable in whole or in part;
[1991, c. 552, §2 (new); §4 (aff).]
B. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise
any rights or powers of a partner;
[1991, c. 552, §2 (new); §4 (aff).]
C. An assignment entitles the assignee to share in profits and losses, to receive distribution or distributions and to receive
such allocation of income, gain, loss, deduction or credit or similar item to which the assignor was entitled, to the extent
assigned. An assignment is not binding upon the partnership unless it has notice of the assignment; and
[1991, c. 552, §2 (new); §4 (aff).]
D. Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have
the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned. On the
assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status
as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Evidence of interest. The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate
of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership
interest represented by such a certificate and make other provisions with respect to the certificates.
[1991, c. 552, §2 (new); §4 (aff).]
3. Liability of assignee. Unless otherwise provided in a partnership agreement and to the extent assumed by agreement, until an assignee of a partnership
interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §473. Rights of judgment creditor
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 7: ASSIGNMENT OF PARTNERSHIP INTERESTS (Enacted by PL 1991, c. 552, @2)
§473. Rights of judgment creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership
interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the
judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner
of the benefit of any exemption laws applicable to that partner's partnership interest.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §474. Right of assignee to become limited partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 7: ASSIGNMENT OF PARTNERSHIP INTERESTS (Enacted by PL 1991, c. 552, @2)
§474. Right of assignee to become limited partner
1. Right to become limited partner. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to
the extent that:
A. The partnership agreement so provides; or
[1991, c. 552, §2 (new); §4 (aff).]
B. All other partners and the assignee consent.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Rights; powers; restrictions; liabilities of assignee who becomes limited partner. An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions
and liabilities of a limited partner under the partnership agreement and this chapter. Notwithstanding the foregoing, unless
otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of
the assignee's assignor to make contributions as provided in section 452, but is not liable for the obligations of the assignee's
assignor under subchapter VI. The assignee is not obligated for liabilities, including the obligations of the assignee's
assignor to make contributions as provided in section 452, unless these liabilities are known to the assignee at the time
the assignee became a limited partner or could have been ascertained from the partnership agreement.
[1991, c. 552, §2 (new); §4 (aff).]
3. Assignor's continuing liabilities. Unless otherwise provided in the partnership agreement, whether or not an assignee of a partnership interest becomes a limited
partner, the assignor is not released from the assignor's liability to the limited partnership under subchapters V and VI.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §475. Powers of estate of deceased or incompetent partner
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 7: ASSIGNMENT OF PARTNERSHIP INTERESTS (Enacted by PL 1991, c. 552, @2)
§475. Powers of estate of deceased or incompetent partner
If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage
the partner's person or property, the partner's executor, administrator, guardian, conservator or other legal representative
may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property,
including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation,
trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative
or successor.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §481. Nonjudicial dissolution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 8: DISSOLUTION (Enacted by PL 1991, c. 552, @2)
§481. Nonjudicial dissolution
A limited partnership is dissolved and its affairs are wound up upon the first to occur of the following:
[1991, c. 552, §2 (new); §4 (aff).]
1. Specified time or event. At the time or upon the happening of events specified in the partnership agreement;
[1991, c. 552, §2 (new); §4 (aff).]
2. Consent. Written consent of all partners;
[1991, c. 552, §2 (new); §4 (aff).]
3. Withdrawal of general partner. An event of withdrawal of a general partner, unless at the time there is at least one other general partner and the partnership
agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner
does so; but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal
if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership
and to the appointment, effective as of the date of withdrawal, of one or more additional general partners if necessary or
desired; or
[1991, c. 552, §2 (new); §4 (aff).]
4. Judicial dissolution. Entry of decree of judicial dissolution under section 482.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §482. Judicial dissolution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 8: DISSOLUTION (Enacted by PL 1991, c. 552, @2)
§482. Judicial dissolution
On application by or for a partner, the Superior Court may decree dissolution of a limited partnership whenever it is not
reasonably practicable to carry on the business in conformity with the partnership agreement.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §483. Winding up
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 8: DISSOLUTION (Enacted by PL 1991, c. 552, @2)
§483. Winding up
1. Persons authorized to wind up a partnership. Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited
partnership or, if none, the limited partners or one or more liquidating trustees approved by the limited partners or, if
there is more than one class or group of limited partners, then by each class or group of limited partners, in either case
by a majority in interest of the limited partners, may wind up the limited partnership's affairs; but the Superior Court,
upon cause shown, may wind up the limited partnership's affairs upon application of any partner or a partner's legal representative
or assignee, and in connection with the winding up, may appoint a liquidating trustee.
[1991, c. 552, §2 (new); §4 (aff).]
2. Liquidation process. Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section
423, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership
prosecute and defend suits, whether civil, criminal or administrative, settle and close the limited partnership's business,
dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's
liabilities and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability
of limited partners and without imposing the liability of a general partner on the liquidating trustee.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §484. Distribution of assets
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 8: DISSOLUTION (Enacted by PL 1991, c. 552, @2)
§484. Distribution of assets
1. Priority of distribution. Upon the winding up of a limited partnership, the assets must be distributed as follows:
A. To the creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership, whether
by payment or the making of reasonable provision for payment, other than liabilities for which reasonable provision for payment
has been made and liabilities for distributions to partners under section 461 or 464;
[1991, c. 552, §2 (new); §4 (aff).]
B. Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for
distributions under section 461 or 464; and
[1991, c. 552, §2 (new); §4 (aff).]
C. Unless otherwise provided in the partnership agreement, to partners:
(1) For the return of their contributions; and
(2) Respecting their partnership interests, in the proportions in which the partners share in distributions.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Payment or provisions for payment for liabilities. A limited partnership that has dissolved shall pay or make reasonable provision to pay all claims and obligations, including
all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations
that are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient
assets, the claims and obligations must be paid in full and any such provision for payment made must be made in full. If
there are insufficient assets, the claims and obligations must be paid or provided for according to their priority and, among
claims and obligations of equal priority, ratably to the extent of assets available therefore. Unless otherwise provided
in a partnership agreement, any remaining assets must be distributed as provided in this chapter. Any liquidating trustee
winding up a limited partnership's affairs who has complied with this section is not personally liable to the claimants of
the dissolved limited partnership by reason of that person's actions in winding up the limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §491. Law governing
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§491. Law governing
1. Law governing. Unless otherwise provided by the Constitution of Maine:
A. The laws of the state, territory, possession or other jurisdiction, including the District of Columbia or the Commonwealth
of Puerto Rico, or country under which a foreign limited partnership is organized govern its organization and internal affairs
and the liability of its limited partners; and
[1991, c. 552, §2 (new); §4 (aff).]
B. A foreign limited partnership may not be denied the authority to do business by reason of any difference between the laws
referred to in this subsection and the laws of this State.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. Type of business. A foreign limited partnership may transact any business in this State that may be transacted by a domestic limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §492. Authority to do business required; application
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§492. Authority to do business required; application
Before doing business in this State, a foreign limited partnership must obtain authority to do business from the Secretary
of State.
[1991, c. 552, §2 (new); §4 (aff).]
1. Definitions. As used in this subchapter, "doing business," "the doing of business" or "business done in this State," by any foreign limited
partnership means the course or practice of carrying on any business activities in this State. Without excluding other activities
that may not constitute transacting business in this State, a foreign limited partnership is not considered to be transacting
business in this State, exclusively for the purpose of qualification under this subchapter, solely by reason of carrying on
in this State any one or more of the following activities:
A. Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the
settlement of claims or disputes;
[1991, c. 552, §2 (new); §4 (aff).]
B. Holding meetings of its partners or carrying on other activities concerning its internal affairs;
[1991, c. 552, §2 (new); §4 (aff).]
C. Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank
or trust company or stock or bond brokerage accounts;
[1991, c. 552, §2 (new); §4 (aff).]
D. Maintaining offices or agencies for the transfer, exchange and registration of its partnership interests or appointing and
maintaining trustees or depositaries with relation to its partnership interests;
[1991, c. 552, §2 (new); §4 (aff).]
E. Effecting sales through independent contractors;
[1991, c. 552, §2 (new); §4 (aff).]
F. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, when the orders require acceptance
outside this State before becoming binding contracts and when the contracts do not involve any local performance other than
delivery and installation;
[1991, c. 552, §2 (new); §4 (aff).]
G. Making loans or creating or acquiring evidences of debt, mortgages or liens on real or personal property, or recording same;
[1991, c. 552, §2 (new); §4 (aff).]
H. Securing or collecting debts or enforcing any rights in property securing the same;
[1991, c. 552, §2 (new); §4 (aff).]
I. Effecting transactions in interstate or foreign commerce;
[1991, c. 552, §2 (new); §4 (aff).]
J. Owning or controlling a subsidiary corporation incorporated in or transacting business within this State;
[1991, c. 552, §2 (new); §4 (aff).]
K. Owning or controlling a general or limited partnership organized or transacting business within this State;
[1991, c. 552, §2 (new); §4 (aff).]
L. Conducting an isolated transaction not in the course of a number of repeated transactions of like nature;
[1991, c. 552, §2 (new); §4 (aff).]
M. Serving as trustee, executor, administrator or guardian, or in like fiduciary capacity, when permitted so to serve by the
laws of this State; or
[1991, c. 552, §2 (new); §4 (aff).]
N. Being a partner in a domestic limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. General partner. The foreign limited partnership shall submit an application for authority to do business to the Secretary of State executed
by a general partner and by the registered agent as required by section 494, subsection 2-A on a form prescribed by or furnished
by the Secretary of State.
[1997, c. 376, §36 (amd).]
3. Contents of the application. The application must include:
A. The name of the foreign limited partnership and, if different, the name under which it proposes to apply for authority to
do business in this State;
[1991, c. 552, §2 (new); §4 (aff).]
B. The state, territory, possession or other jurisdiction, including the District of Columbia or the Commonwealth of Puerto
Rico, or country where organized, the date of its organization and a statement that, as of the date of filing, the foreign
limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization;
[1991, c. 552, §2 (new); §4 (aff).]
C. The nature of the business or purposes to be conducted or promoted in this State;
[1991, c. 552, §2 (new); §4 (aff).]
D. The address of the registered office and the name and address of the registered agent for service of process required to
be maintained by section 494, subsection 2;
[1991, c. 552, §2 (new); §4 (aff).]
E. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process;
[1991, c. 552, §2 (new); §4 (aff).]
F. The name and business, residence or mailing address of each of the general partners;
[1991, c. 552, §2 (new); §4 (aff).]
G. The date on which the foreign limited partnership first did, or intends to do, business in this State;
[1993, c. 316, §56 (amd).]
H. A certificate of existence or a document of similar import duly authenticated by the secretary of state or other official
having custody of limited partnership records in the state or country under whose law the foreign limited partnership is organized.
The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing;
and
[2003, c. 344, Pt. C, §9 (amd).]
I. The address of the registered or principal office of the limited partnership in the jurisdiction of its organization or
the principal office wherever located.
[1997, c. 376, §37 (amd).]
[2003, c. 344, Pt. C, §9 (amd).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§56
(AMD).
PL 1993,
Ch. 316,
§57
(AMD).
PL 1997,
Ch. 376,
§36,37
(AMD).
PL 2003,
Ch. 344,
§C9
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §493. Evidence of authority to do business
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§493. Evidence of authority to do business
If the Secretary of State finds that an application for the authority to do business conforms to the requirements of this
chapter and all requisite fees have been paid, the Secretary of State shall:
[1991, c. 552, §2 (new); §4 (aff).]
1. Attest application. Attest that the application has been filed by:
A. Endorsing upon the original application the word "filed" and the day, month and year of the filing. The person delivering
the application for filing may have the endorsement include the hour and minute of the filing of the application. This endorsement
is conclusive of the date, and time if included in the endorsement, and of its filing, in the absence of actual fraud; and
[1991, c. 552, §2 (new); §4 (aff).]
B. Signing, initialing or placing an identifying mark on the endorsement in paragraph A in person or by agent.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
2. File the application. File and index the endorsed application; and
[1991, c. 552, §2 (new); §4 (aff).]
3. Copy to limited partnership. Furnish to the registered agent an attested copy of the application.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §494. Name; registered office; registered agent
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§494. Name; registered office; registered agent
1. Name. A foreign limited partnership may apply to the Secretary of State to do business in this State under any name that conforms
with the requirements of section 403-A. The name does not need to be the same as the name under which it is authorized to
do business in the jurisdiction of its organization.
[2003, c. 344, Pt. C, §10 (amd).]
2. Registered office and registered agent. Each foreign limited partnership must have and maintain in this State:
A. A registered office, which may, but need not, be a place of its business in this State; and
[1991, c. 552, §2 (new); §4 (aff).]
B. A registered agent for service of process on the limited partnership. The agent may be either:
(1) An individual resident of this State whose business office or residential address is identical with the limited partnership's
registered office; or
(2) A domestic or foreign corporation, whether business or nonprofit, authorized to do business or carry on activities in
this State whose registered office also serves as the registered office of the limited partnership.
[1993, c. 316, §58 (amd).]
[1993, c. 316, §58 (amd).]
2-A. Acceptance of designation of agent. Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor
registered agent on whom process may be served is not effective until the agent delivers a written statement to the Secretary
of State accepting the appointment.
[1997, c. 376, §38 (new).]
3. Change in registered office or registered agent. The registered office and registered agent may be changed by:
A. Filing a certificate of amendment under section 495; or
[1991, c. 552, §2 (new); §4 (aff).]
B. Executing and filing a certificate by the registered agent. The certificate must include:
(1) For the change of address of the registered office of the limited partnerships for which the agent is the registered
agent to another address in this State:
(a) A list of the names of all the limited partnerships represented by that registered agent;
(b) The address at which the registered agent has maintained the registered office for each of the limited partnerships;
and
(c) The new address to which the registered office will be changed; or
(2) For a change in the name of any person acting as the registered agent:
(a) The new name of the registered agent;
(b) The name of the registered agent before it was changed;
(c) A list of the names of all the limited partnerships represented by the agent; and
(d) The address at which the registered agent has maintained the registered office for each of the limited partnerships.
Any registered agent filing a certificate under this paragraph shall upon filing promptly mail or otherwise deliver a copy
of the certificate to a general partner of each limited partnership affected by the change.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
4. Resignation of registered agent. A registered agent may resign by filing a certificate with the Secretary of State. The certificate must include:
A. When the registered agent appoints a successor:
(1) A statement of resignation;
(2) A list of the names of all the limited partnerships represented by the agent for which the agent is resigning as agent;
(3) The name and address of the successor registered agent; and
(4) An attached statement executed by each affected limited partnership, signed by a general partner, ratifying and approving
the change of registered agent; or
[1991, c. 552, §2 (new); §4 (aff).]
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited partnerships; and
(3) An affidavit, signed by the registered agent, setting forth the date on which the notice of resignation was sent by
certified or registered mail to the registered or principal office of each limited partnership, wherever located, from which
the registered agent is resigning as registered agent.
A resignation takes effect under this paragraph upon filing the certificate with the Secretary of State.
[2001, c. 66, §3 (rpr).]
[2001, c. 66, §3 (amd).]
5. Secretary of State. The Secretary of State shall furnish to the current registered agent an attested copy of any certificate filed under this
section.
[1991, c. 552, §2 (new); §4 (aff).]
6. Resignation of agent; appointment by partnership; service of process. After receipt of the notice of the resignation of its registered agent under subsection 3, paragraph B, a limited partnership
shall file a certificate of amendment designating a new registered agent. If the partnership fails to appoint a new registered
agent within 30 days after the filing of the certificate of resignation, the authority of that foreign limited partnership
to carry on business in this State is canceled and the foreign limited partnership may not carry on business in this State.
A.
[1993, c. 316, §60 (rp).]
B.
[1993, c. 316, §60 (rp).]
[1993, c. 316, §60 (amd).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§58-60
(AMD).
PL 1997,
Ch. 376,
§38
(AMD).
PL 2001,
Ch. 66,
§3
(AMD).
PL 2003,
Ch. 344,
§C10
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §495-A. Certificate of correction
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§495-A. Certificate of correction
If any statement in the application for authority to do business of a foreign limited partnership was materially inaccurate
when made, the foreign limited partnership shall promptly file with the Secretary of State a certificate, executed by a general
partner, correcting the statement. The certificate of correction must specify the inaccuracy or defect to be corrected and
set forth that portion of the instrument in corrected form. The corrected instrument is effective as of the date the original
instrument was filed, except as to those persons who are substantially and adversely affected by the corrections, and as to
those persons the corrected instrument is effective from the filing date.
[1993, c. 316, §62 (new).]
Section History:
PL 1993,
Ch. 316,
§62
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §495. Amendments to application
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§495. Amendments to application
If any statement in the application for authority to do business of a foreign limited partnership requires change as a result
of subsequent events, the foreign limited partnership shall promptly file with the Secretary of State a certificate, executed
by a general partner, amending the statement.
[1995, c. 458, §15 (amd).]
div>
If there is a change in the address of one or more of the general partners from that appearing on the record of the office
of the Secretary of State, the application must be amended to set forth the new business, residence or mailing address of
each partner. A general partner shall also file an amendment to the application if the address of the registered or principal
office of the limited partnership changes.
[1997, c. 376, §39 (amd).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§61
(AMD).
PL 1995,
Ch. 458,
§15
(AMD).
PL 1997,
Ch. 376,
§39
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §496. Cancellation of authority to do business
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§496. Cancellation of authority to do business
A foreign limited partnership may cancel its authority to do business by filing with the Secretary of State a certificate
of cancellation. A cancellation does not terminate the authority of the Secretary of State to accept service of process on
the foreign limited partnership with respect to causes of action arising out of the doing of business in this State.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §497. Doing business without authority; right to sue and be sued; liability of limited partners; penalties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§497. Doing business without authority; right to sue and be sued; liability of limited partners; penalties
1. Prohibition against bringing an action, suit or proceeding. A foreign limited partnership doing business in this State may not maintain any action, suit or proceeding in this State
until it is granted authority to do business in this State and pays to the State all fees and penalties for the years or parts
of years during which it did business in this State without having been granted the authority to do business.
[1991, c. 552, §2 (new); §4 (aff).]
2. Validity of contracts; right to be sued; right to defend suit. The failure of a foreign limited partnership to obtain authority to do business in this State in accordance with this chapter
does not impair:
A. The validity of any contract or act of the foreign limited partnership;
[1991, c. 552, §2 (new); §4 (aff).]
B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
[1991, c. 552, §2 (new); §4 (aff).]
C. The right of the foreign limited partnership to defend any action, suit or proceeding in any court of this State.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
3. Liability of limited partners. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership
solely by reason of the limited partnership having done business in this State without being granted the authority to do business
in this State.
[1991, c. 552, §2 (new); §4 (aff).]
4. Penalty. The Secretary of State may fine any foreign limited partnership doing business in this State without first having been granted
the authority to do business in this State $750 for each year or part of a year during which the foreign limited partnership
failed to obtain authority to do business in this State.
[1993, c. 616, §8 (amd).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 616,
§8
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §498-A. Grounds for revocation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§498-A. Grounds for revocation
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section
498-B to revoke the authority of a foreign limited partnership authorized to transact business in this State if:
[2003, c. 631, §40 (new).]
1. Nonpayment of fees or penalties. The foreign limited partnership does not pay when they are due any fees or penalties imposed by this Act or other law;
[2003, c. 631, §40 (new).]
2. Failure to file annual report. The foreign limited partnership does not deliver its annual report to the Secretary of State as required by section 529;
[2003, c. 631, §40 (new).]
3. Failure to pay late filing penalty. The foreign limited partnership does not pay the annual report late filing penalty as required by section 530;
[2003, c. 631, §40 (new).]
4. Failure to maintain registered agent or registered office. The foreign limited partnership fails to appoint or maintain a registered agent or registered office in this State as required
by section 494;
[2003, c. 631, §40 (new).]
5. Failure to notify of change of registered agent or registered office. The foreign limited partnership does not notify the Secretary of State that its registered agent or registered office has
been changed or that its registered agent has resigned as required by section 494;
[2003, c. 631, §40 (new).]
6. Filing of false information. A general partner, limited partner or agent of the foreign limited partnership signed a document with the knowledge that
the document was false in a material respect and with the intent that the document be delivered to the Secretary of State
for filing;
[2003, c. 631, §40 (new).]
7. Amended application. The foreign limited partnership fails to file with the Secretary of State an amended application for authority required
by section 495; or
[2003, c. 631, §40 (new).]
8. Authenticated certificate of cancellation or merger. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody
of limited partnership records in the state or country under whose law the foreign limited partnership is formed stating that
the foreign limited partnership has been cancelled or has disappeared as the result of a merger.
[2003, c. 631, §40 (new).]
Section History:
PL 2003,
Ch. 631,
§40
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §498-B. Procedure for and effect of revocation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§498-B. Procedure for and effect of revocation
1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 498-A for the revocation of authority,
the Secretary of State shall issue a written notice of that determination to the limited partnership's last registered office
in this State and to its last registered or principal office in its jurisdiction of organization.
[2003, c. 631, §40 (new).]
2. Revocation. The foreign limited partnership's authority is revoked if within 60 days after the notice under subsection 1 was issued
the Secretary of State determines that the limited partnership has failed to correct the ground or grounds for revocation.
The Secretary of State shall send notice to the limited partnership at its last registered office address in this State and
to its last registered or principal office address in its jurisdiction of organization that recites the ground or grounds
for revocation and the effective date of the revocation.
[2003, c. 631, §40 (new).]
3. Authority to transact business ceases. The authority of a foreign limited partnership to transact business in this State ceases on the date of revocation of its
authority.
[2003, c. 631, §40 (new).]
4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a foreign limited partnership's authority appoints the Secretary of State as the
foreign limited partnership's agent for service of process in any proceeding based on a cause of action that arose during
the time the foreign limited partnership was authorized to transact business in this State. Service of process on the Secretary
of State under this subsection is service on the foreign limited partnership. Upon receipt of process, the Secretary of State
shall mail a copy of the process to the foreign limited partnership at its principal office shown in its most recent annual
report or in any subsequent communication received from the limited partnership stating the current mailing address of its
principal office or, if no other address is on file, in its application for authority.
[2003, c. 631, §40 (new).]
5. Registered agent; not terminated. Revocation of a foreign limited partnership's authority to transact business in this State does not terminate the authority
of the registered agent of the limited partnership.
[2003, c. 631, §40 (new).]
6. Authorization after revocation. A foreign limited partnership whose authority to transact business in this State has been revoked under this section and
that wishes to transact business again in this State must be authorized as provided in this chapter.
[2003, c. 631, §40 (new).]
Section History:
PL 2003,
Ch. 631,
§40
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §498-C. Appeal from revocation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§498-C. Appeal from revocation
1. Petition to appeal revocation. A foreign limited partnership may appeal the Secretary of State's revocation of its authority to the Kennebec County Superior
Court within 30 days after the notice of revocation. The foreign limited partnership may appeal by petitioning the court to
set aside the revocation and attaching to the petition copies of its application for authority and the Secretary of State's
notice of revocation.
[2003, c. 631, §40 (new).]
2. Court order. The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers
appropriate.
[2003, c. 631, §40 (new).]
3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings.
[2003, c. 631, §40 (new).]
Section History:
PL 2003,
Ch. 631,
§40
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §498. Doing business without authority; court injunction; revocation by Secretary of State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§498. Doing business without authority; court injunction; revocation by Secretary of State
1. Enjoin from doing business. The Superior Court has jurisdiction to enjoin any foreign limited partnership or any agent of the foreign limited partnership
from doing any business in this State if the foreign limited partnership has not been granted the authority to do business
under this subchapter. The Attorney General may file a complaint in any county in which the foreign limited partnership is
doing or has done business for the purpose of obtaining an injunction under this subsection.
[1991, c. 552, §2 (new); §4 (aff).]
2. Revocation by Secretary of State.
[2003, c. 631, §39 (rp).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1991,
Ch. 780,
§U28
(AMD).
PL 1993,
Ch. 316,
§63
(AMD).
RR 1993,
Ch. 1,
§80
(COR).
PL 1999,
Ch. 547,
§B51
(AMD).
PL 1999,
Ch. 547,
§B80
(AFF).
PL 2003,
Ch. 344,
§C11,12
(AMD).
PL 2003,
Ch. 631,
§39
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §499. Execution of documents; liability for false statements
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§499. Execution of documents; liability for false statements
1. Signature on document. Documents must be signed by at least one general partner, except as otherwise provided.
[RR 1993, c. 1, §81 (cor).]
2. Unsworn falsification. Section 424, subsection 3, governing unsworn falsification, and section 427, on liability for materially inaccurate statements,
apply to foreign limited partnerships as if the application for authority to do business were a certificate of limited partnership.
[1997, c. 376, §40 (rpr).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1993,
Ch. 316,
§64
(RPR).
RR 1993,
Ch. 1,
§81
(COR).
PL 1997,
Ch. 376,
§40
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §500. Service of process on foreign limited partnerships authorized to do business in State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§500. Service of process on foreign limited partnerships authorized to do business in State
1. General partner. Process may be served on any general partner that is present or found in this State.
[1991, c. 552, §2 (new); §4 (aff).]
2. Registered agent. Process may be served on the registered agent of the foreign limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
3. Service on Secretary of State. If a foreign limited partnership authorized to do business in this State fails to appoint or maintain a registered agent
in this State, any such registered agent can not with reasonable diligence be found at the registered office or the authority
of a foreign limited partnership is revoked, the Secretary of State is an agent of that foreign limited partnership upon whom
any such process, notice or demand may be served. Service on the Secretary of State of any such process, notice or demand
must be made as provided in section 502.
[1991, c. 552, §2 (new); §4 (aff).]
4. Other means of service. Nothing in this section limits or affects the right to serve any process, notice or demand required or permitted by law
to be served upon a foreign limited partnership in any other manner permitted by statute or rule of court.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §501. Service of process on foreign limited partnerships not authorized to do business in State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§501. Service of process on foreign limited partnerships not authorized to do business in State
1. Service on Secretary of State. Every foreign limited partnership that does any business in this State without having been authorized to do business in
this State thereby submits itself to the jurisdiction of the courts of this State, and also thereby designates the Secretary
of State as its agent upon whom any process, notice or demand upon it may be served in any action or proceeding arising out
of or in connection with the doing of any business in this State.
[1991, c. 552, §2 (new); §4 (aff).]
2. Method of serving process. In addition to other methods of service that may be authorized by statute or by rule, service of process may be made as
provided in section 502.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §502. Service of process on Secretary of State for foreign limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS (Enacted by PL 1991, c. 552, @2)
§502. Service of process on Secretary of State for foreign limited partnership
When any process, notice or demand is to be served on the Secretary of State as the agent of a foreign limited partnership
pursuant to a provision of this chapter:
[1991, c. 552, §2 (new); §4 (aff).]
1. Delivery to Secretary of State. The process, notice or demand must be served by delivering it to the Secretary of State or to any person designated by the
Secretary of State to receive such service;
[1991, c. 552, §2 (new); §4 (aff).]
2. Copy; foreign limited partnership. The party serving the process shall promptly send a duplicate copy of the process, notice or demand via registered or certified
mail, return receipt requested, marked "deliver to addressee only," to the foreign limited partnership at:
A. Its last registered office in this State on file in the office of the Secretary of State, if any; and
[1991, c. 552, §2 (new); §4 (aff).]
B. Its last registered or principal office in the jurisdiction of its formation on file in the office of the Secretary of State,
if any; or if no such office has been listed in the office of the Secretary of State, at the last address of the foreign limited
partnership known to the person serving the process.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
3. Proof of service. Proof of service must be by return of service on the Secretary of State and by an affidavit of the person serving the process
or that person's attorney setting forth compliance with subsection 2. The affidavit must be appended by the return receipt
signed by the foreign limited partnership or other official proof of delivery or, if acceptance was refused or the addressee
was not found at the address given, the original envelope bearing the notation of the postal authorities showing the reason
for nondelivery. Service is complete when subsections 1 and 2 have been complied with.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §511. Right to bring action
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 10: DERIVATIVE ACTIONS (Enacted by PL 1991, c. 552, @2)
§511. Right to bring action
A limited partner may bring an action in Superior Court in the right of a limited partnership to recover a judgment in its
favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general
partners to bring the action is not likely to succeed.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §512. Proper plaintiff
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 10: DERIVATIVE ACTIONS (Enacted by PL 1991, c. 552, @2)
§512. Proper plaintiff
In a derivative action, the plaintiff must:
[1991, c. 552, §2 (new); §4 (aff).]
1. At time of action. Be a partner at the time of bringing the action; and
[1991, c. 552, §2 (new); §4 (aff).]
2. At time of transaction. Either:
A. Have been a partner at the time of the transaction to which the action relates; or
[1991, c. 552, §2 (new); §4 (aff).]
B. Have acquired the status of partner by operation of law or pursuant to the terms of the partnership agreement from a person
who was a partner at the time of the transaction.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §513. Complaint
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 10: DERIVATIVE ACTIONS (Enacted by PL 1991, c. 552, @2)
§513. Complaint
In a derivative action, the complaint must set forth with particularity the effort, if any, of the plaintiff to secure initiation
of the action by a general partner or the reasons for not making the effort.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §514. Expenses
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 10: DERIVATIVE ACTIONS (Enacted by PL 1991, c. 552, @2)
§514. Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment,
compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's
fees. The court shall order that any such award be paid out of the proceeds received by the plaintiff, if any, in which case
the plaintiff shall remit to the limited partnership the remainder. If those proceeds are insufficient to reimburse plaintiff's
reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the
limited partnership.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §522. Construction and application of partnership agreement
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§522. Construction and application of partnership agreement
1. Principles. It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability
of partnership agreements.
[1991, c. 552, §2 (new); §4 (aff).]
2. Partner's duties and liabilities. To the extent that, at law or in equity, a partner has duties, including fiduciary duties, and liabilities relating to those
duties, to a limited partnership or to another partner:
A. That partner acting under a partnership agreement is not liable to the limited partnership or to any other partner for the
partner's good faith reliance on the provisions of the partnership agreement; and
[1991, c. 552, §2 (new); §4 (aff).]
B. The partner's duties and liabilities may be expanded or restricted by provisions in a partnership agreement.
[1991, c. 552, §2 (new); §4 (aff).]
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §523. Effective date
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§523. Effective date
This Act takes effect January 1, 1992. All limited partnerships formed on or after that date and all foreign limited partnerships
applying for authority to transact business within this State on or after that date are governed by this Act.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §524. Application to existing limited partnership; definition
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§524. Application to existing limited partnership; definition
1. Exemptions from requirements of chapter. Except as provided in subsection 2, all limited partnerships formed before January 1, 1992 and all foreign limited partnerships
having obtained the authority to do business in this State before January 1, 1992 are governed by this Act on and after January
1, 1992, except that:
A. The provisions of law in former chapter 7 governing distributions to a withdrawing partner, rather than the provisions of
section 464, and distribution of assets upon the winding up of a limited partnership, rather than the provisions of section
484, apply to a limited partnership formed before January 1, 1992;
[1991, c. 552, §2 (new); §4 (aff).]
B. The provisions of section 403-A, subsection 1, paragraph A requiring that the names of all limited partnerships contain the
words "Limited Partnership," the abbreviation "L.P." or the designation "LP" do not apply to a limited partnership formed
before January 1, 1992 or a foreign limited partnership having obtained the authority to do business in this State before
January 1, 1992 until such time as the limited partnership has filed an amendment to its certificate of limited partnership
or application for authority to do business as a foreign limited partnership pursuant to subsection 2;
[2003, c. 344, Pt. C, §13 (amd).]
C. The provisions of section 407, subsection 1 and section 494, subsection 2 requiring that all limited partnerships have and
maintain in this State a registered office and a registered agent for service of process apply to limited partnerships formed
before January 1, 1992 and foreign limited partnerships that obtain authority to do business in this State before January
1, 1992 as follows.
(1) By April 1, 1992 a general partner of each limited partnership shall pay a fee of $40 and file with the Secretary of
State:
(a) If the limited partnership does not have a registered agent and registered office, a certificate designating the registered
agent and registered office for the limited partnership; or
(b) If the limited partnership has a registered agent and registered office, a certificate confirming that the name and
address of its current registered agent and registered office are correct.
A limited partnership that files a certificate of limited partnership, an application for authority to do business in this
State or a restated certificate under section 422, subsection 6 after January 1, 1992 but before April 1, 1992 is not required
to file a certificate or pay the fee required under this subparagraph.
(2) Until a registered agent and a registered office are designated under subparagraph (1), the general partner first named
in the partnership's certificate of limited partnership and having an address within this State is deemed the partnership's
registered agent and that general partner's address as stated in the certificate is deemed the partnership's registered office.
(3) If the limited partnership has not filed a certificate designating a registered agent and registered office by April
1, 1992, the Secretary of State may suspend the limited partnership under section 408-A or revoke the authority of the limited
partnership to do business in this State under section 498-B; and
[2003, c. 631, §41 (amd).]
D. The provisions of law in former section 163 governing loans by and transactions with limited partners continue to apply for
the benefit of any creditors of any limited partnership whose claims arise before January 1, 1992.
[RR 1991, c. 1, §43 (cor).]
[2003, c. 631, §41 (amd).]
2. Application of chapter to existing limited partnerships. Any domestic limited partnership formed, and any foreign limited partnership granted authority to do business in this State,
before January 1, 1992 may at any time, and must at the first time after January 1, 1992 when such a limited partnership files
any amendment to its certificate of limited partnership or any amendment to its application for authority to do business in
this State as a foreign limited partnership, file with the Secretary of State a certificate of limited partnership or an application
for authority to do business as a foreign limited partnership that complies with this chapter, or a certificate of amendment
or amendment to its application for authority to do business that would cause its certificate of limited partnership or application
to comply with this chapter.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
RR 1991,
Ch. 1,
§43
(COR).
PL 1997,
Ch. 376,
§41
(AMD).
PL 2003,
Ch. 344,
§C13
(AMD).
PL 2003,
Ch. 631,
§41
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §526. Fees, penalties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§526. Fees, penalties
A document required to be filed under this chapter is not effective until the applicable fee required by this section is paid.
The following fees or penalties must be paid to and collected by the Secretary of State:
[1991, c. 552, §2 (new); §4 (aff).]
1. Reservation. For filing of an application for reservation of name or a notice of transfer or cancellation of reservation pursuant to
section 404-A, a fee in the amount of $20 for each limited partnership affected;
[2003, c. 344, Pt. C, §14 (amd).]
2. Assumed or fictitious name. For filing of an application for an assumed name under section 405-A, a fee in the amount of $125, and for filing of an
application for a fictitious name under section 405-A, a fee in the amount of $40. The addition of the words "Limited Partnership,"
the abbreviation "L.P." or the designation "LP" to a foreign limited partnership's name for use in this State is not, for
the purpose of this section, deemed an assumed name;
[2003, c. 673, Pt. WWW, §14 (amd); §37 (aff).]
3. Termination of assumed or fictitious name. For a termination of an assumed or fictitious name under section 405-A, a fee of $20;
[2003, c. 344, Pt. C, §15 (amd).]
4. Registered name. For filing of an application for a registered name of a foreign limited partnership under section 406-A, a fee of $20 per
month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing an application
to renew the registration of a registered name, a fee of $155;
[2003, c. 344, Pt. C, §16 (amd).]
4-A. Termination of registered name.
[2003, c. 344, Pt. C, §17 (rp).]
5. Change of registered agent and registered office or registered office for domestic limited partnerships. For filing of a certificate by a registered agent under section 407, subsection 2, paragraph B to change the registered
office or to change the name of the current registered agent or for filing of a certificate of amendment under section 422
to change the registered agent and registered office or for filing a notice of resignation of a registered agent under section
407, subsection 3, a fee in the amount of $35;
[2003, c. 673, Pt. WWW, §15 (amd); §37 (aff).]
6. Penalty.
[2003, c. 631, §42 (rp).]
6-A. Reinstatement fee after administrative dissolution. For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports
or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint
or maintain a registered agent or registered office, a fee of $150; for failure to notify the Secretary of State that its
registered agent or registered office has been changed, that its registered agent has resigned or that its registered office
has been discontinued, a fee of $150; for failure to file an amended application, a fee of $150; and for filing false information,
a fee of $150;
[2005, c. 12, Pt. FF, §6 (amd).]
7. Certificate of limited partnership, amendment or cancellation. For filing of a certificate of limited partnership under section 421, a fee in the amount of $175, for a certificate of
amendment under section 422, except as provided in subsection 5, a fee in the amount of $50, and for a certificate of cancellation
under section 423, a fee in the amount of $75. For filing of a certificate of amendment under section 422, subsection 7,
a fee in the amount of $20 and for filing a restated certificate of limited partnership under section 422, subsection 6, a
fee of $80;
[2003, c. 673, Pt. WWW, §16 (amd); §37 (aff).]
7-A. Certificate of correction. For filing of a certificate of correction under section 422-A, a fee in the amount of $50;
[2003, c. 673, Pt. WWW, §17 (amd); §37 (aff).]
8. Foreign limited partnerships. For filing of an application for authority to do business as a foreign limited partnership under section 492, a fee in the
amount of $250, and for a certificate of amendment under section 495, except as provided in subsection 9, or a certificate
of cancellation under section 496, a fee in the amount of $90. For filing a certificate of amendment under section 495 to
change the address of a general partner or to change the address of the registered or principal office, a fee in the amount
of $35;
[2003, c. 673, Pt. WWW, §18 (amd); §37 (aff).]
8-A. Certificate of correction for foreign limited partnerships. For filing of a certificate of correction under section 495-A, a fee in the amount of $50;
[2003, c. 673, Pt. WWW, §19 (amd); §37 (aff).]
9. Change of registered agent and registered office or registered office for foreign limited partnerships. For filing of a certificate by a registered agent under section 494, subsection 3, paragraph B to change the registered
office or to change the name of the current registered agent or for filing of a certificate of amendment under section 495
to change the registered agent and registered office or for filing a notice of resignation of a registered agent under section
494, subsection 4, a fee in the amount of $35;
[2003, c. 673, Pt. WWW, §20 (amd); §37 (aff).]
10. Photocopies. For all photocopies, whether certified or not, a fee in the amount of $2 per page. The Secretary of State may issue photocopies
of instruments on file as well as other copies;
[1991, c. 552, §2 (new); §4 (aff).]
11. Certified copies. For providing certified copies of any paper on file as provided for by this chapter, a fee in the amount of $5 for each
copy certified in addition to any fee due under subsection 10;
[1991, c. 552, §2 (new); §4 (aff).]
12. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 416-A, a
fee in the amount of $30.
[2003, c. 631, §44 (rpr).]
13. Preclearance of document. For preclearance of any document for filing, a fee in the amount of $100;
[1991, c. 780, Pt. U, §30 (amd).]
14. All other filings. For receiving and filing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which
no different fee is specifically prescribed, a fee in the amount of $20;
[1991, c. 780, Pt. U, §30 (amd).]
15. Annual report. For filing of an annual report under section 529, a fee of $85;
[2003, c. 673, Pt. XXX, §4 (amd); §10 (aff).]
(REALLOCATED TO T. 31, §526, sub-§15-B)
15-A. Amended annual report.
[2003, c. 631, §45 (new); RR 2003, c. 2, §95 (ral).]
15-A. Annual report. For filing of an annual report for a foreign limited partnership under section 529, a fee of $150;
[2003, c. 673, Pt. XXX, §5 (new); §10 (aff).]
(REALLOCATED FROM T. 31, §526, sub-§15-A)
15-B. Amended annual report. For filing an amended annual report under section 529-A, a fee of $85;
[2005, c. 12, Pt. FF, §7 (amd).]
16. Information request.
[2003, c. 631, §46 (rp).]
17. Service of process on Secretary of State as agent. For accepting service of process under sections 409, 410, 500 or 501, a fee in the amount of $20;
[1999, c. 638, §18 (amd).]
18. Report of name search.
[2003, c. 344, Pt. C, §18 (rp).]
19. Articles of merger or consolidation. Articles of merger or consolidation of a limited partnership with another type of business entity as provided by section
417, a fee in the amount of $150;
[2003, c. 631, §47 (amd).]
20. Certificate of conversion. Certificate of conversion of a limited partnership to another type of business entity as provided by section 418, a fee
in the amount of $145; and
[2005, c. 397, Pt. A, §34 (rpr); §35 (aff).]
21. Late filing penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, a fee of $50.
[2005, c. 12, Pt. FF, §8 (amd).]
div>
All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the
exception of those fees established by rule and collected for expedited service. Fees for expedited service are deposited
into a fund for use by the Secretary of State in providing an improved filing service.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
PL 1991,
Ch. 780,
§U29-31
(AMD).
PL 1993,
Ch. 316,
§65-73
(AMD).
PL 1995,
Ch. 458,
§16,17
(AMD).
PL 1997,
Ch. 376,
§42-46
(AMD).
PL 1999,
Ch. 594,
§22,23
(AMD).
PL 1999,
Ch. 638,
§16-20
(AMD).
PL 2003,
Ch. 344,
§C14-18
(AMD).
PL 2003,
Ch. 631,
§42-48
(AMD).
PL 2003,
Ch. 673,
§WWW14-21,XXX4,5
(AMD).
PL 2003,
Ch. 673,
§WWW37,XXX10
(AFF).
RR 2003,
Ch. 2,
§95
(COR).
PL 2005,
Ch. 12,
§FF6-8
(AMD).
PL 2005,
Ch. 397,
§A34
(AMD).
PL 2005,
Ch. 397,
§A35
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §528. Duty of Secretary of State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§528. Duty of Secretary of State
The Secretary of State's duty to file documents under this chapter is ministerial. The filing or refusal to file a document
does not:
[1991, c. 552, §2 (new); §4 (aff).]
1. Validity of documents. Affect the validity or invalidity of the document in whole or in part;
[1991, c. 552, §2 (new); §4 (aff).]
2. Correctness of information. Relate to the correctness or incorrectness of information contained in the document; or
[1991, c. 552, §2 (new); §4 (aff).]
3. Presumption of validity or correctness. Create a presumption that the document is valid or invalid or that the information in the document is correct or incorrect.
[1991, c. 552, §2 (new); §4 (aff).]
Section History:
PL 1991,
Ch. 552,
§2
(NEW).
PL 1991,
Ch. 552,
§4
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §529-A. Amended annual report of domestic or foreign limited partnership
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§529-A. Amended annual report of domestic or foreign limited partnership
1. Amended annual report. If the information contained in an annual report filed under section 529 has changed, a domestic or foreign limited partnership
may, if it determines it to be necessary, deliver to the Secretary of State for filing an amended annual report to change
the information on file. The amended annual report must be executed as provided by section 529, subsection 3.
[2003, c. 631, §49 (new).]
2. Contents. The amended annual report under subsection 1 must set forth:
A. The name of the domestic or foreign limited partnership and the jurisdiction of its organization;
[2003, c. 631, §49 (new).]
B. The date on which the original annual report was filed; and
[2003, c. 631, §49 (new).]
C. The information that has changed and the date on which it changed.
[2003, c. 631, §49 (new).]
[2003, c. 631, §49 (new).]
3. Period for filing. An amended annual report under subsection 1 may be filed by the domestic or foreign limited partnership after the date of
the original filing and until December 31st of that filing year.
[2003, c. 631, §49 (new).]
Section History:
PL 2003,
Ch. 631,
§49
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §529. Annual report of domestic and foreign limited partnerships
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§529. Annual report of domestic and foreign limited partnerships
1. Annual report. Each domestic limited partnership and each foreign limited partnership authorized to do business in this State shall file,
within the time prescribed by this chapter, an annual report setting forth:
A. The name of the limited partnership;
[1991, c. 780, Pt. U, §32 (new).]
B. The name of its registered agent and the address of its registered office in this State, including the street or rural route
number, town or city and state, and, in the case of a foreign limited partnership, the address of its registered or principal
office;
[1997, c. 376, §47 (amd).]
C. A brief statement of the character of the business in which the limited partnership is actually engaged in this State, if
any; and
[1991, c. 780, Pt. U, §32 (new).]
D. The name and business or residence address of each general partner, including the street or rural route number, town or
city and state.
[1991, c. 780, Pt. U, §32 (new).]
[1997, c. 376, §47 (amd).]
2. Reporting period. The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in subsection
3. The information contained in the annual report must be current as of the date the report is signed.
[1991, c. 780, Pt. U, §32 (new).]
3. Execution. The annual report must be executed and signed by a general partner or any other duly authorized individual. Subject to
rules adopted under section 413, the report must be delivered to the Secretary of State or a designee for filing. The annual
reports may be delivered to the Secretary of State on a staggered basis as defined by the Secretary of State by rule in accordance
with the Maine Administrative Procedure Act. The report must apply to the 12-month period specified by the Secretary of State.
Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery
of annual reports as established by the Secretary of State by rule, the report was deposited in the United States mail in
a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement. One copy of the
report, together with the filing fee required by this chapter, must be delivered for filing to the Secretary of State who
shall file the report, if the Secretary of State finds that it conforms to the requirements of this chapter. If the Secretary
of State finds that it does not so conform, the Secretary of State shall promptly mail or otherwise return the report to the
limited partnership for any necessary corrections. The penalties prescribed by this chapter for failure to file the report
within the time provided in this section do not apply if the report is corrected to conform to the requirements of this chapter
and returned to the Secretary of State within 30 days from the date on which it was so mailed or otherwise returned to the
limited partnership by the Secretary of State.
[1991, c. 780, Pt. U, §32 (new).]
Section History:
PL 1991,
Ch. 780,
§U32
(NEW).
PL 1997,
Ch. 376,
§47
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §530. Failure to file annual report; incorrect report; penalties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 11: MAINE REVISED UNIFORM LIMITED PARTNERSHIP ACT (Enacted by PL 1991, c. 552, @2)
Subchapter 11: MISCELLANEOUS (Enacted by PL 1991, c. 552, @2)
§530. Failure to file annual report; incorrect report; penalties
1. Failure to file annual report; penalty. A domestic or foreign limited partnership that is required to deliver an annual report for filing as provided by section
529 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular
annual report fee, the late filing penalty described in section 526, subsection 21, as long as the report is received by the
Secretary of State prior to revocation or administrative dissolution. Upon a limited partnership's failure to file the annual
report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title
5, chapter 375, shall revoke a foreign limited partnership's authority to do business in this State and administratively dissolve
a domestic limited partnership. The Secretary of State shall use the procedures set forth in section 408-B to administratively
dissolve a domestic limited partnership and the procedure set forth in section 498-B to revoke a foreign limited partnership's
authority to transact business in this State. A domestic limited partnership that has been administratively dissolved under
section 408-B must follow the requirements set forth in section 408-C to reinstate.
[2003, c. 631, §50 (amd).]
2. Nonconformity. If the Secretary of State finds that any annual report of a domestic or foreign limited partnership delivered for filing
does not conform with the requirements of section 529, the report must be returned for correction.
[2003, c. 631, §50 (amd).]
3. Suspension.
[2003, c. 631, §50 (rp).]
4. Excusable neglect. If the annual report of a domestic or foreign limited partnership is not delivered for filing within the time specified
in section 529, the limited partnership is excused from the liability provided in this section and from any other penalty
for failure to file timely the report if it establishes, to the satisfaction of the Secretary of State, that failure to file
was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns
that the Secretary of State failed to receive the original report.
[2003, c. 631, §50 (amd).]
Section History:
PL 1991,
Ch. 780,
§U33
(NEW).
PL 1995,
Ch. 458,
§18
(AMD).
PL 1999,
Ch. 547,
§B52
(AMD).
PL 1999,
Ch. 547,
§B80
(AFF).
PL 2003,
Ch. 631,
§50
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
