31 M.R.S. § 1364 — ME Code / Title 31 / Chapter 19 / Section 1364
31 §1364. Interim distributions
Status: in_force

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1672 — ME Code / Title 31 / Chapter 21 / Section 1672
31 §1672. Filing duty of Secretary of State
Status: in_force

1. Duty to file. If a document delivered to the office of the Secretary of State for filing pursuant to this chapter satisfies the requirements of this chapter, the Secretary of State shall file the document. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Recording as filed; acknowledgment. The Secretary of State files a document pursuant to subsection 1 by recording it as filed on the date of receipt. After filing a document, the Secretary of State shall deliver to the limited liability company or foreign limited liability company or its representative a copy of the document with an acknowledgement of the date of filing. If the person delivering the document for filing so requests, the acknowledgment must further include the hour and minute of filing. [PL 2011, c. 113, Pt. B, §13 (AMD).]

3. Refusal to file; written explanation. If the Secretary of State refuses to file a document, the Secretary of State shall return it to the limited liability company or foreign limited liability company or its representative within 5 days after the document was delivered, together with a brief written explanation of the reason for the refusal. [PL 2011, c. 113, Pt. B, §14 (AMD).]

4. Ministerial. The Secretary of State's duty to file a document under this chapter is ministerial, and the filing or refusal to file a document does not: A. Affect the validity or invalidity of the document in whole or in part; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Relate to the correctness or incorrectness of information contained in the document; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1555 — ME Code / Title 31 / Chapter 21 / Section 1555
31 §1555. Limitations on distribution and liability for improper distributions
Status: in_force

1. Improper distribution. A limited liability company may not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited must be included in the assets of the limited liability company only to the extent that the fair value of the property exceeds that liability. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Liability for improper distribution. A person who receives a distribution in violation of subsection 1 , and who knew at the time of the distribution that the distribution violated subsection 1 , is liable to the limited liability company for the amount of the distribution. A person who receives a distribution in violation of subsection 1 , and who did not know at the time of the distribution that the distribution violated subsection 1 , is not liable for the amount of the distribution. Subject to subsection 4 , this subsection does not affect any obligation or liability of a person under an agreement or other applicable law for the amount of a distribution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Action barred after 2 years. An action under this section is barred if not commenced within 2 years after the distribution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Distribution exclusions. For purposes of this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Distribution made in accordance with section 1601. This section does not apply to distributions made in accordance with section 1601 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1063 — ME Code / Title 31 / Chapter 17 / Section 1063
31 §1063. Effect of partner's dissociation
Status: in_force

1. Appreciation of law. If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter 8 applies; otherwise, subchapter 7 applies. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Internal effects of partner's dissociation. Upon a partner's dissociation: A. The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 1083 ; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The partner's duty of loyalty under section 1044, subsection 2, paragraph C terminates; and [PL 2005, c. 543, Pt. A, §2 (NEW).] C. The partner's duty of loyalty under section 1044, subsection 2, paragraphs A and B and duty of care under section 1044, subsection 3 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 1083 . [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1502 — ME Code / Title 31 / Chapter 21 / Section 1502
31 §1502. Definitions
Status: in_force

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Articles of organization. "Articles of organization" means the articles described in former chapter 13, section 622 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Certificate of formation. "Certificate of formation" means the certificate described in section 1531 , and the certificate as amended or restated. [PL 2011, c. 113, Pt. A, §1 (AMD).]

3. Constituent limited liability company. "Constituent limited liability company" means a constituent organization that is a limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Constituent organization. "Constituent organization" means an organization that is party to a merger. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Converted organization. "Converted organization" means the organization into which a converting organization converts pursuant to sections 1645 to 1648 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Converting limited liability company. "Converting limited liability company" means a converting organization that is a limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Converting organization. "Converting organization" means an organization that converts into a converted organization pursuant to section 1645 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

8. Debtor in bankruptcy. "Debtor in bankruptcy" means a person that is the subject of: A. An order for relief under Title 11 of the United States Code or a successor statute of general application; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. A comparable order under federal, state or foreign law governing insolvency. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

9. Distribution. "Distribution," except as otherwise provided in section 1555, subsection 4 , means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

10. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

11. Foreign limited liability company. "Foreign limited liability company" means an organization that is: A. An unincorporated association or entity; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Organized under laws of a state other than the laws of this State, or under the laws of any foreign country; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Organized under a statute pursuant to which an association or an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the association or entity; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Not required to be registered or organized under any statute of this State other than this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

12. Foreign organization. "Foreign organization" means an organization that is formed under the laws of a jurisdiction other than this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

13. Governing statute. "Governing statute" means the statute that governs an organization's internal affairs. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

14. Limited liability company. "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter or under former chapter 13 and having one or more members and a limited liability company agreement. The fact that the limited liability company has a certificate of formation filed with the office of the Secretary of State and has one or more members is conclusive evidence that a limited liability company agreement exists. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

15. Limited liability company agreement. "Limited liability company agreement" means any agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its activities. A limited liability company agreement of a limited liability company having only one member is not unenforceable by reason of there being only one person who is a party to the limited liability company agreement. A limited liability company agreement includes any amendments to the limited liability company agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

16. Low-profit limited liability company. "Low-profit limited liability company" means a limited liability company that satisfies the requirements of section 1611 . [PL 2011, c. 113, Pt. A, §2 (AMD).]

17. Majority of the members. Unless otherwise provided in the limited liability company agreement, "majority of the members" means members who own more than 50% of the interests in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate. [PL 2011, c. 113, Pt. A, §3 (AMD).]

18. Member. "Member" means a person that has been admitted as a member of a limited liability company under section 1551 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

19. Organization. "Organization" means, whether domestic or foreign: a partnership, whether general or limited; a limited liability company; a business trust; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a state, county or any other governmental subdivision, agency or instrumentality; or other entity. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

20. Organizational documents. "Organizational documents" means: A. For a domestic or foreign general partnership, its partnership agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. For a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute; [PL 2011, c. 113, Pt. B, §3 (AMD).] D. For a domestic or foreign business trust, its agreement of trust and declaration of trust, or comparable records as provided in its governing statute; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. For a domestic or foreign nonprofit corporation, its articles of incorporation, bylaws and other agreements that are authorized by its governing statute, or comparable records as provided in its governing statute; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. For a domestic or foreign professional corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. For any other organization, the basic records that create the organization, determine its internal governance and determine the relations among the persons that own it, have an interest in it or are members of it. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. B, §3 (AMD).]

21. Person. "Person" means, whether domestic or foreign: an individual; a partnership, whether general or limited; a limited liability company; a trust; a business trust; an estate; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a country, state, county or any other governmental subdivision, agency or instrumentality; a custodian; a nominee; a trustee; a personal representative; a fiduciary; or any other individual or entity, or series thereof, in its own or any representative capacity. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

22. Record. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

23. Secretary of State. "Secretary of State" means the Secretary of State for this State. [PL 2011, c. 113, Pt. A, §4 (AMD).]

24. Sign. "Sign" means, with the present intent to authenticate or adopt a record: A. To execute or adopt a tangible symbol; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. To attach to or logically associate with the record an electronic symbol, sound or process. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

25. State. "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

26. Statement of authority. "Statement of authority" means a statement described in section 1542, subsection 1 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

27. Surviving organization. "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

28. Transfer. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

29. Transferable interest. "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the limited liability company agreement, whether or not the person remains a member or continues to own any part of the right. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

30. Transferee. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1531 — ME Code / Title 31 / Chapter 21 / Section 1531
31 §1531. Formation of limited liability company; certificate of formation
Status: in_force

1. Formation requirements. In order to form a limited liability company: A. One or more authorized persons must execute a certificate of formation. The certificate of formation must be filed in the office of the Secretary of State and set forth: (1) The name of the limited liability company; (2) The information required by Title 5, section 105, subsection 1 ; and (3) Any other matters the members determine to include. The certificate of formation may include the information required for a statement of authority as provided in section 1542, subsection 1 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. A limited liability company agreement must be entered into or otherwise existing. The limited liability company agreement may be entered into either before, after or at the time of the filing of a certificate of formation. Whether entered into or otherwise existing before, after or at the time of the filing of a certificate of formation, a limited liability company agreement may be made effective as of the formation of the limited liability company or at another time or date as provided in or reflected by the limited liability company agreement; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The limited liability company must have one or more members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Time formed. A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter is a separate legal entity. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Notice. The fact that a certificate of formation is on file in the office of the Secretary of State is notice of the matters required to be included by subsection 1, paragraph A , subparagraphs (1) and (2) and matters that may be included pursuant to section 1611, subsection 2 , but is not notice of any other fact. [PL 2011, c. 113, Pt. A, §8 (AMD).]
31 M.R.S. § 1023 — ME Code / Title 31 / Chapter 17 / Section 1023
31 §1023. Partnership property
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1678 — ME Code / Title 31 / Chapter 21 / Section 1678
31 §1678. Liability for incorrect or inaccurate information in filed record
Status: in_force

1. Incorrect or inaccurate information. If a record delivered to the office of the Secretary of State for filing under this chapter and filed by the Secretary of State contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate at the time the record was signed. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Affirmation that facts are true. [PL 2011, c. 113, Pt. A, §27 (RP).]

3. Unsworn falsification. The execution of a certificate or articles containing one or more false statements constitutes unsworn falsification under Title 17-A, section 453 . [PL 2011, c. 113, Pt. A, §28 (NEW).]
31 M.R.S. § 823 — ME Code / Title 31 / Chapter 15 / Section 823
31 §823. Amendment to certificate
Status: in_force

1. Certificate of amendment. The certificate of limited liability 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 registered limited liability partnership; and [PL 1995, c. 633, Pt. B, §1 (NEW).] B. The amendment or amendments to the certificate. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Inaccuracies. A partner who becomes aware that a statement in the certificate of limited liability 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. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Amendment required. An amendment to the certificate of limited liability partnership reflecting the event or events must be filed by a partner no later than 90 days after the following event or events occur: A. A change in the name of the registered limited liability partnership; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. [PL 2007, c. 323, Pt. E, §12 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] B-1. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent; [PL 2007, c. 323, Pt. E, §13 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] C. A partner becomes aware that the certificate of limited liability partnership contains a false or an erroneous statement; or [PL 1995, c. 633, Pt. B, §1 (NEW).] D. A change in the name or the address of the contact partner. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 2007, c. 323, Pt. E, §§12, 13 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

4. Amendment not required. An amendment to the certificate of limited liability partnership is not required as a result of a change in the number of partners of the registered limited liability partnership or in the business in which the registered limited liability partnership engages. To the extent that any partnership is terminated by any such change and a successor partnership comes into existence, that successor partnership is covered by the prior partnership's certificate of limited liability partnership and succeeds to the status of the prior partnership as a registered limited liability partnership. [PL 1995, c. 633, Pt. B, §1 (NEW).]

5. Right to amend at any time. Except as otherwise provided in the certificate of limited liability partnership, a certificate of limited liability partnership may be amended at any time for any other purpose. [PL 1995, c. 633, Pt. B, §1 (NEW).]

6. Restated certificate of limited liability partnership. A registered limited liability partnership may at any time file a restatement of its certificate of limited liability partnership that integrates into a single document the provisions of its certificate of limited liability partnership giving effect to all amendments previously adopted and, if authorized, further amendments. The restated certificate of limited liability partnership, either in the heading or in an introductory paragraph, must set forth: A. That it is a restatement; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. The registered limited liability partnership's present name; [PL 1995, c. 633, Pt. B, §1 (NEW).] C. If the name has been changed, the name under which it was originally filed; and [PL 1995, c. 633, Pt. B, §1 (NEW).] D. The date of filing of the initial certificate of limited liability partnership. [PL 1995, c. 633, Pt. B, §1 (NEW).] The restated certificate of limited liability partnership must be executed and filed in the manner provided for any other amendment to the certificate of limited liability partnership. Upon filing of the restated certificate of limited liability partnership by the Secretary of State, the restatement, including further amendments made as a result of the restatement, constitutes the certificate of the limited liability partnership pursuant to section 822 . [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1632 — ME Code / Title 31 / Chapter 21 / Section 1632
31 §1632. Derivative action
Status: in_force

A member may maintain a derivative action to enforce a right of a limited liability company if: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Demand. The member first makes a demand on the limited liability company to take suitable action, and the limited liability company does not take suitable action within a reasonable time; or [PL 2011, c. 113, Pt. A, §20 (AMD).]

2. Futility of demand. A demand under subsection 1 would be futile. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1542 — ME Code / Title 31 / Chapter 21 / Section 1542
31 §1542. Statement of authority
Status: in_force

1. Statement delivered for filing. A limited liability company may deliver to the office of the Secretary of State for filing a statement of authority. The statement: A. Must include the name of the limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. May state the authority, or limitations on the authority, of a specific person or persons to enter into transactions on behalf of, or otherwise act for or bind, the limited liability company; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. With respect to any position that exists in or with respect to the limited liability company, may state the authority, or limitations on the authority, of all persons holding the position to enter into transactions on behalf of, or otherwise act for or bind, the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Amendment or cancellation delivered for filing. To amend or cancel a statement of authority filed with the office of the Secretary of State, a limited liability company must deliver to the office of the Secretary of State for filing an amendment or cancellation stating: A. The name of the limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The date the statement of authority was filed; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The contents of the amendment or a declaration that the statement of authority being affected is cancelled. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Effective statement of authority conclusive. An effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value the person has knowledge to the contrary. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Certificate of cancellation. Upon filing, a certificate of cancellation filed pursuant to section 1533 operates as a cancellation under subsection 2 of each statement of authority. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Statement of denial. Upon filing, a statement of denial filed pursuant to section 1543 operates as an amendment under subsection 2 of the statement of authority to which the statement of denial pertains. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1091 — ME Code / Title 31 / Chapter 17 / Section 1091
31 §1091. Definitions
Status: in_force

As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2005, c. 543, Pt. A, §2 (NEW).]

1. Corporation. "Corporation" means a corporation created under the Maine Business Corporation Act, predecessor law or comparable law of another jurisdiction. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. General partner. "General partner" means a partner in a partnership, a general partner in a limited partnership, a general partner in a limited liability partnership and a general partner in a limited liability limited partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Limited liability company. "Limited liability company" means a limited liability company created under the Maine Limited Liability Company Act, predecessor law or comparable law of another jurisdiction. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Limited liability limited partnership. "Limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Limited partner. "Limited partner" means a limited partner in a limited partnership and a limited partner in a limited liability partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Limited partnership. "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, predecessor law or comparable law of another jurisdiction. [PL 2005, c. 543, Pt. A, §2 (NEW).]

7. Member. "Member" means a person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company. [PL 2005, c. 543, Pt. A, §2 (NEW).]

8. Partner. "Partner" includes both a general partner and a limited partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]

9. Partnership. "Partnership" means a partnership formed under section 1022 or any predecessor law. [PL 2005, c. 543, Pt. A, §2 (NEW).]

10. Shareholder. "Shareholder" means the person in whose name the units into which proprietary interests in a corporation are divided are registered in the records of the corporation or the beneficiary owner of such units to the extent of the rights granted by a nominee certificate on file with a corporation. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1557 — ME Code / Title 31 / Chapter 21 / Section 1557
31 §1557. Indemnification, advancement, reimbursement and insurance
Status: in_force

A limited liability company may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person and purchase and maintain insurance on behalf of a member or other person. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1372 — ME Code / Title 31 / Chapter 19 / Section 1372
31 §1372. Effect of dissociation as limited partner
Status: in_force

1. Rights; obligations; interests. Upon a person's dissociation as a limited partner: A. Subject to section 1384 , the person does not have further rights as a limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The person's obligation of good faith and fair dealing as a limited partner under section 1345, subsection 2 continues only as to matters arising and events occurring before the dissociation; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Subject to section 1384 and subchapter 11 , any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Obligations to partnership and partners. A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 812 — ME Code / Title 31 / Chapter 15 / Section 812
31 §812. Rules
Status: in_force

The Secretary of State may adopt rules consistent with this chapter pertaining to the filing of documents with the Secretary of State. These rules may include, but are not limited to: [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Forms. Prescribing forms for documents required or permitted to be delivered for filing under this chapter and refusing to file documents not utilizing these prescribed forms; [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Disapproved filing. Disapproving the filing of a document that is not clearly legible or one that may not be clearly reproducible photographically; [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Appointed designee. Appointing a designee or other agent to receive documents for filing and to file documents on behalf of the Secretary of State; [PL 1995, c. 633, Pt. B, §1 (NEW).]

4. Electronic filing; facsimile signatures. Permitting the filing of documents by electronic transmission and permitting facsimile signatures on documents to be filed; [PL 1995, c. 633, Pt. B, §1 (NEW).]

5. Definition of deceptively similar. [PL 2003, c. 631, §68 (RP).]

6. Effective dates of filings. Unless specifically stated in this chapter, setting forth the effective dates of filings required by this chapter; and [PL 1995, c. 633, Pt. B, §1 (NEW).]

7. Annual report filing date. Providing alternative dates for filing annual reports and for determining the dates covered by those reports. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1036 — ME Code / Title 31 / Chapter 17 / Section 1036
31 §1036. Liability of purported partner
Status: in_force

1. Liability of purported partner. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Purported partner as agent. If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Liability of dissociated partner. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Nonpartners not liable as partners. Except as otherwise provided in subsections 1 and 2 , persons who are not partners as to each other are not liable as partners to other persons. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1434 — ME Code / Title 31 / Chapter 19 / Section 1434
31 §1434. Filings required for conversion; effective date
Status: in_force

1. Deliver to Secretary of State articles of conversion; certificate of limited partnership. After a plan of conversion is approved: A. A converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include: (1) A statement that the limited partnership has been converted into another organization; (2) The name and form of the organization and the jurisdiction of its governing statute; (3) The date the conversion is effective under the governing statute of the converted organization; (4) A statement that the conversion was approved as required by this chapter; (5) A statement that the conversion was approved as required by the governing statute of the converted organization; and (6) If the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that may be used for service of process under section 1435, subsection 3 ; and [PL 2007, c. 323, Pt. F, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. If the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by section 1321 : (1) A statement that the limited partnership was converted from another organization; (2) The name and form of the organization and the jurisdiction of its governing statute; and (3) A statement that the conversion was approved in a manner that complied with the organization's governing statute. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Conversion effective. A conversion becomes effective: A. If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 802-A — ME Code / Title 31 / Chapter 15 / Section 802-A
31 §802-A. Definitions
Status: in_force

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2005, c. 302, §16 (NEW).]

1. Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. [PL 2005, c. 302, §16 (NEW).]

2. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient. [PL 2005, c. 302, §16 (NEW).]

3. Foreign limited liability partnership. "Foreign limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of that jurisdiction. [PL 2005, c. 302, §16 (NEW).]

4. Registered limited liability partnership. "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the Uniform Partnership Act and registered under this Act. [PL 2005, c. 302, §16 (NEW).]

5. Sign; signature. "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature. [PL 2005, c. 302, §16 (NEW).]
31 M.R.S. § 1303 — ME Code / Title 31 / Chapter 19 / Section 1303
31 §1303. Knowledge and notice
Status: in_force

1. Knowledge. A person knows a fact if the person has actual knowledge of it. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Notice. A person has notice of a fact if the person: A. Knows of it; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Has received a notification of it; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Has reason to know it exists from all of the facts known to the person at the time in question; or [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Has notice of it under subsection 3 or 4 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Certificate of limited partnership. A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection 4 , the certificate is not notice of any other fact. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Notice of certain events. A person has notice of: A. Another person's dissociation as a general partner 90 days after the effective date of an amendment to the certificate of limited partnership that states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. A limited partnership's dissolution 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. A limited partnership's termination 90 days after the effective date of a statement of termination; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. A limited partnership's conversion under subchapter 11 90 days after the effective date of the articles of conversion; or [PL 2005, c. 543, Pt. C, §2 (NEW).] E. A merger under subchapter 11 90 days after the effective date of the articles of merger. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Notifies or gives notification. A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Receives notification. A person receives a notification when the notification: A. Comes to the person's attention; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Person other than individual; reasonable diligence. Except as otherwise provided in subsection 8 , a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice or receives a notification of the fact or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. General partner. A general partner's knowledge, notice or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to or receipt of a notification by the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1046 — ME Code / Title 31 / Chapter 17 / Section 1046
31 §1046. Continuation of partnership beyond definite term or particular undertaking
Status: in_force

1. Rights and duties as at expiration or completion. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Presumption of agreement to continue. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 825 — ME Code / Title 31 / Chapter 15 / Section 825
31 §825. Certificate of renunciation
Status: in_force

1. Renunciation of status. A partnership may renounce its status as a registered limited liability partnership by filing a certificate of renunciation with the Secretary of State, setting forth: A. The name of the registered limited liability partnership; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. The date of filing of its certificate of limited liability partnership; [PL 1995, c. 633, Pt. B, §1 (NEW).] C. The reason for filing the certificate of renunciation; [PL 1995, c. 633, Pt. B, §1 (NEW).] D. The future effective date or time of renunciation, which must be a date or time not more than 90 days after the filing of the certificate, if it is not to be effective upon the filing of the certificate; and [PL 2009, c. 56, §22 (AMD).] E. Any other information the person filing the certificate of renunciation determines necessary. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 2009, c. 56, §22 (AMD).]

2. Effect of renunciation. Renunciation of the status of a registered limited liability partnership does not affect the existence of that partnership or the liability of the partners of the partnership with regard to events, acts or omissions occurring before the date of renunciation. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Other requirements at the time of filing a certificate of renunciation of status. At the time of filing the certificate under this section, the Secretary of State may require the limited liability partnership to file the annual report required to be filed under section 873 and pay any fees or penalties owed to the Secretary of State under section 808‑A . [PL 2007, c. 231, §33 (NEW).]
31 M.R.S. § 1042 — ME Code / Title 31 / Chapter 17 / Section 1042
31 §1042. Distributions in kind
Status: in_force

A partner has no right to receive, and may not be required to accept, a distribution in kind. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1416 — ME Code / Title 31 / Chapter 19 / Section 1416
31 §1416. Revocation of authority
Status: in_force

1. Grounds for revocation of authority. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under subsection 2 to revoke the authority of a foreign limited partnership authorized to transact business in this State if: A. The foreign limited partnership does not pay when they are due any fees or penalties imposed by this chapter or other law; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The foreign limited partnership does not deliver its annual report to the Secretary of State as required by section 1330, subsection 1 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The foreign limited partnership does not pay the annual report late filing penalty as required by section 1330, subsection 3 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The foreign limited partnership is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. F, §28 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] E. The foreign limited partnership does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111 ; or [PL 2007, c. 323, Pt. F, §29 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] F. 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §§28, 29 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Procedure for revocation of foreign limited partnership. If the Secretary of State determines that one or more grounds exist under subsection 1 for the revocation of authority of the foreign limited partnership, the Secretary of State shall serve the foreign limited partnership with a written notice of that determination as required by subsection 7 . [PL 2007, c. 323, Pt. F, §30 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Revocation of authority. The foreign limited partnership's authority is revoked if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 7 the Secretary of State determines that the foreign limited partnership has failed to correct the ground or grounds for the revocation. The Secretary of State shall send notice to the foreign limited partnership as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation. [PL 2007, c. 323, Pt. F, §31 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

4. Authority to transact business ceases. The authority of a foreign limited partnership to transact business in this State ceases on the effective date of revocation of its authority. [PL 2005, c. 543, Pt. C, §2 (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 foreign limited partnership. [PL 2005, c. 543, Pt. C, §2 (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. [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, of the foreign limited partnership. [PL 2007, c. 323, Pt. F, §32 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1650 — ME Code / Title 31 / Chapter 21 / Section 1650
31 §1650. Subchapter not exclusive
Status: in_force

This subchapter does not preclude an entity from being merged or converted under law other than this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1507 — ME Code / Title 31 / Chapter 21 / Section 1507
31 §1507. Rules of construction
Status: in_force

1. Freedom of contract. It is the policy of this chapter and this State to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Principles of law and equity. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. No application. Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Subject to amendment or repeal. A limited liability company and a foreign limited liability company are subject to any amendment or repeal of this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Assignments. Title 11, sections 9‑1406 and 9‑1408 do not apply to any interest in a limited liability company, including all rights, powers and interests arising under a limited liability company agreement or this chapter. This subsection prevails over Title 11, sections 9‑1406 and 9‑1408 and is intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Title 11, sections 9‑1406 and 9‑1408 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1648 — ME Code / Title 31 / Chapter 21 / Section 1648
31 §1648. Effect of conversion
Status: in_force

1. Same organization. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting organization remains vested in the converted organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. All debts, obligations or other liabilities of the converting organization continue as debts, obligations or other liabilities of the converted organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred, or the converted organization may be, but need not be, substituted in the action; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. Except as otherwise agreed, the converting organization is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of that converting organization. When a converting organization has been converted to a limited liability company pursuant to this subchapter, the limited liability company is deemed to be the same organization as the converting organization, and the conversion constitutes a continuation of the existence of the converting organization in the form of a limited liability company; [PL 2011, c. 113, Pt. A, §24 (AMD).] G. The rights, privileges, powers and interests in property of the converting organization, as well as the debts, liabilities and duties of the converting organization, are not deemed, as a consequence of the conversion, to have been transferred to the converted organization; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. If the converted organization is a limited liability company, the existence of the limited liability company is deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated or otherwise came into being. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §24 (AMD).]

3. Jurisdiction. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this State on the debt, obligation or other liability. Service of process on a converted organization that is a foreign organization and not authorized to conduct business in this State for purposes of enforcing a debt, obligation or other liability under this subsection may be made in the same manner and has the same consequences as provided in Title 5, chapter 6-A as if the converted organization were a foreign limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1591 — ME Code / Title 31 / Chapter 21 / Section 1591
31 §1591. Grounds for administrative dissolution of limited liability company
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 1592 to administratively dissolve a limited liability company if: [PL 2011, c. 113, Pt. A, §11 (AMD).]

1. Nonpayment of fees or penalties. The limited liability company does not pay when due any fees or penalties imposed by this chapter or other law; [PL 2011, c. 113, Pt. A, §11 (AMD).]

2. Failure to file annual report. The limited liability company does not deliver its annual report to the Secretary of State as required by section 1665 ; [PL 2011, c. 113, Pt. A, §11 (AMD).]

3. Failure to pay late filing penalty. The limited liability company does not pay the annual report late filing penalty as required by section 1667 ; [PL 2011, c. 113, Pt. A, §11 (AMD).]

4. Failure to maintain registered agent. The limited liability company is without a registered agent in this State as required by section 1661 and Title 5, section 105, subsection 1 ; [PL 2011, c. 113, Pt. A, §11 (AMD).]

5. Failure to notify of change of registered agent or address. The limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111 ; or [PL 2011, c. 113, Pt. A, §11 (AMD).]

6. Filing of false information. A member, manager or agent of the limited liability company 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 office of the Secretary of State for filing. [PL 2011, c. 113, Pt. A, §11 (AMD).]
31 M.R.S. § 830 — ME Code / Title 31 / Chapter 15 / Section 830
31 §830. Notice
Status: in_force

The fact that a certificate of limited liability partnership is on file with the Secretary of State constitutes notice of facts set forth in the certificate that are required by section 822, subsection 1 and by section 823, subsection 6 . [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1510 — ME Code / Title 31 / Chapter 21 / Section 1510
31 §1510. Assumed or fictitious name of limited liability company
Status: in_force

1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. "Assumed name" means a trade name or any name other than the real name of a limited liability company except a fictitious name. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. "Fictitious name" means a name adopted by a foreign limited liability company that has filed a statement of foreign qualification in this State because its real name is unavailable pursuant to section 1508 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Authorized to transact business. Upon complying with this section, a limited liability company or foreign limited liability company that has filed a statement of foreign qualification in this State may transact its business in this State under one or more assumed or fictitious names. [PL 2011, c. 113, Pt. B, §5 (AMD).]

3. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited liability company shall execute and deliver to the office of the Secretary of State for filing a statement setting forth: A. The limited liability company name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. That the limited liability company intends to transact business under an assumed or fictitious name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The assumed or fictitious name that the limited liability company proposes to use; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. If the assumed name is not to be used at all of the limited liability company's places of business in this State, the locations where that name will be used; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. If the company is a foreign limited liability company: (1) The jurisdiction of organization; and (2) The date on which it was authorized to transact business in this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] A separate statement must be executed and delivered to the office of the Secretary of State for filing with respect to each assumed or fictitious name that the limited liability company proposes to use. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Compliance required. An assumed or fictitious name must comply with the requirements of section 1508 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Enjoin use of assumed or fictitious name. If a limited liability company 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. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. 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 by the Attorney General or by any person adversely affected by such use if: A. The assumed or fictitious name did not, at the time the statement required by subsection 3 was filed, comply with the requirements of section 1508 ; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The assumed or fictitious name is not distinguishable on the records of the office 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 and common law copyright or similar law. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] The mere filing of a statement pursuant to subsection 3 does not constitute actual use of the assumed or fictitious name set out in that statement for the purpose of determining priority of rights. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Terminate use of assumed or fictitious name. A limited liability company may terminate an assumed or fictitious name by executing and delivering to the office of the Secretary of State a statement setting forth: A. The name of the limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. That the limited liability company no longer intends to transact business under the assumed or fictitious name; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The assumed or fictitious name the limited liability company intends to terminate. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1412-A — ME Code / Title 31 / Chapter 19 / Section 1412-A
31 §1412-A. Amendments to application
Status: in_force

1. 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. The statement must include: A. The name of the foreign limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The jurisdiction of organization and the date of its organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The date the foreign limited partnership was granted authority to transact business in this State; and [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The information that is causing the amendment to be filed. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Changes requiring prompt delivery of amendment. A foreign limited partnership shall promptly deliver to the Secretary of State for filing an amended application for authority to reflect: A. The admission of a new general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The dissociation of a person as a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The 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; or [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The address of the registered or principal office of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Responsibility of general partner. A general partner that knows that any information in a filed application of authority was false when the certificate was filed or has become false due to changed circumstances shall promptly: A. Cause the application to be amended; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If appropriate, deliver to the Secretary of State for filing a statement of change pursuant to section 1315 or a statement of correction pursuant to section 1327 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Amendment at any time. An application for authority may be amended at any time for any other proper purpose as determined by the foreign limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Effective when filed. Subject to section 1326, subsection 3 , an amended application for authority is effective when filed by the Secretary of State. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1670 — ME Code / Title 31 / Chapter 21 / Section 1670
31 §1670. Access to database
Status: in_force

The Secretary of State may provide public access to the database through a medium approved by the Secretary of State, through public terminals and through electronic duplicates of the database. If access to the database 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. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1328 — ME Code / Title 31 / Chapter 19 / Section 1328
31 §1328. Liability for false information in filed record
Status: in_force

1. Damages for record containing false information. If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: A. A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 1322 , file a petition pursuant to section 1325 or deliver to the Secretary of State for filing a change of registered agent as required by Title 5, section 108 or a statement of correction as required by section 1327 . [PL 2007, c. 323, Pt. F, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. F, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Signing constitutes affirmation. Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1330 — ME Code / Title 31 / Chapter 19 / Section 1330
31 §1330. Annual report and amended annual report of domestic and foreign limited partnerships; failure to file annual report; penalty
Status: in_force

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. A. The annual report must set forth: (1) The name of the domestic or foreign limited partnership; (1-A) The jurisdiction of organization of the limited partnership; (2) The information required by Title 5, section 105, subsection 1 ; (3) A brief statement of the character of the business in which the limited partnership is actually engaged in this State, if any; (4) The name and business or residence address of each general partner, including the street or rural route number, town or city and state; and (5) The address of its principal office, wherever located. [PL 2007, c. 323, Pt. F, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in paragraph C . The information contained in the annual report must be current as of the date the report is signed. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The annual report must be executed and signed by a general partner or any other duly authorized individual. Subject to rules adopted under section 1456 , the report must be delivered to the Secretary of State or a designee for filing. 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, or delivered by electronic means as provided by the Secretary of State, 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 the report 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Amended annual report; period for filing. If the information contained in an annual report filed under subsection 1 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 in subsection 1 , paragraph C . A. An amended annual report must set forth: (1) The name of the domestic or foreign limited partnership, the jurisdiction of its formation and its date of formation; (2) The date on which the original annual report was filed; and (3) The information that has changed and the date on which it changed. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. An amended annual report 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Failure to file annual report; penalty. A domestic or foreign limited partnership that is required to deliver an annual report for filing as provided in subsection 1 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 1460, subsection 1 9 , 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 1399 to administratively dissolve a domestic limited partnership and the procedure set forth in section 1416 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 1399 must follow the requirements set forth in section 1400 to reinstate. A. 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 subsection 1 , the report must be returned for correction. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the annual report of a domestic or foreign limited partnership is not delivered for filing within the time specified in subsection 1 , 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1103 — ME Code / Title 31 / Chapter 17 / Section 1103
31 §1103. Effective date
Status: in_force

This chapter takes effect July 1, 2007. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1454 — ME Code / Title 31 / Chapter 19 / Section 1454
31 §1454. Savings clause
Status: in_force

This chapter does not affect an action commenced, proceeding brought or right accrued before this chapter takes effect. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1594 — ME Code / Title 31 / Chapter 21 / Section 1594
31 §1594. Appeal from denial of reinstatement of limited liability company
Status: in_force

1. Denial of reinstatement. If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under section 1592, subsection 8 with a written notice that explains the reason or reasons for denial. [PL 2011, c. 113, Pt. A, §14 (AMD).]

2. Appeal. A limited liability company may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the limited liability company'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 liability company 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 liability company's application for reinstatement and the Secretary of State's notice of denial. [PL 2011, c. 113, Pt. A, §14 (AMD).]

3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved limited liability company or may take other action the court considers appropriate. [PL 2011, c. 113, Pt. A, §14 (AMD).]

4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1693 — ME Code / Title 31 / Chapter 21 / Section 1693
31 §1693. Application to existing relationships
Status: in_force

1. Existing on effective date. This chapter applies to all limited liability companies in existence on July 1, 2011, except as provided in subsections 2 and 3 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Formed before effective date. For purposes of applying this chapter to a limited liability company formed before July 1, 2011: A. The limited liability company's articles of organization are deemed to be the limited liability company's certificate of formation; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Solely for purposes of applying section 1541 , the limited liability company's articles of organization operate as a statement of authority filed pursuant to section 1542 . For this purpose, the designation of the company's management structure in the articles of organization must be treated as a statement described in section 1542, subsection 1, paragraph C and the statement of the name of the limited liability company must be treated as satisfying the requirement under section 1542, subsection 1, paragraph A . [PL 2011, c. 113, Pt. A, §32 (AMD).] [PL 2011, c. 113, Pt. A, §32 (AMD).]

3. Foreign limited liability company. This chapter applies to each foreign limited liability company that does not have a certificate of authority in effect on July 1, 2011. Former chapter 13 applies to each foreign limited liability company with a valid application of authority to do business in this State in effect on July 1, 2011 until the due date of the first annual report required to be filed by that foreign limited liability company on or after July 1, 2011, after which due date this chapter applies to that foreign limited liability company, and such application for authority to do business in this State, for purposes of this chapter, constitutes a statement of foreign qualification. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Certain assignments. The provisions of section 1507, subsection 5 do not apply to a security interest with an effective date before July 1, 2011. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Administrative dissolution prior to effective date. A limited liability company administratively dissolved under former chapter 13 is deemed to have been administratively dissolved under section 1592 for purposes of reinstatement following administrative dissolution under section 1593 . [PL 2011, c. 113, Pt. A, §33 (AMD).]
31 M.R.S. § 801 — ME Code / Title 31 / Chapter 15 / Section 801
31 §801. Short title
Status: in_force

This Act is known and may be cited as the "Maine Limited Liability Partnership Act." [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 861-A — ME Code / Title 31 / Chapter 15 / Section 861-A
31 §861-A. Service of process upon foreign limited liability partnership authorized to do business in State
Status: in_force

Service of process, notice or demand required or permitted by law on a foreign limited liability partnership authorized to transact business in this State is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. E, §30 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1602 — ME Code / Title 31 / Chapter 21 / Section 1602
31 §1602. Revocation of dissolution
Status: in_force

1. Continued; conditions. Notwithstanding the occurrence of an event set forth in section 1595, subsection 1, paragraph A , B or C , a limited liability company may not be dissolved and its affairs may not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary of State, the limited liability company is continued, effective as of the occurrence of such event, pursuant to the following conditions: A. The affirmative vote or consent has been obtained from the members or other persons entitled to vote or consent at the time that is: (1) Required to prevent or revoke dissolution under its limited liability company agreement; or (2) If its limited liability company agreement does not state the vote or consent required to prevent or revoke dissolution, sufficient for dissolution under this chapter, or such greater or lesser vote or consent as is required for dissolution under its limited liability company agreement; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The members and other persons having authority under this chapter and under its limited liability company agreement to bring about or prevent dissolution of the limited liability company have not, before or at the time of the vote or consent required by paragraph A , voted against revocation of dissolution or delivered to the limited liability company their written objection to revocation of dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Agreement; vote; consent; objection. To the extent that a limited liability company's limited liability company agreement provides for the voting rights of members or other persons, for the calling of meetings, for notices of meetings, for consents and actions of members and other persons without a meeting, for establishing a record date for meetings or for other matters concerning the voting or consent of members and other persons, such provisions govern the vote or consent required by subsection 1, paragraph A with respect to the limited liability company and the vote or objection of members and other persons under subsection 1, paragraph B with respect to the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1102 — ME Code / Title 31 / Chapter 17 / Section 1102
31 §1102. Short title
Status: in_force

This chapter may be known and cited as "the Uniform Partnership Act." [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 5 — ME Code / Title 31 / Chapter 1 / Section 5
31 §5. Failure to file; penalty
Status: in_force

Whoever fails to deposit seasonably the certificate required by sections 1 and 2 shall be punished by a fine of $5 for each day he is in default.
31 M.R.S. § 1625 — ME Code / Title 31 / Chapter 21 / Section 1625
31 §1625. Grounds for revocation of statement of foreign qualification
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 1626 to revoke a statement of foreign qualification if: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Nonpayment of fees or penalties. The foreign limited liability company does not pay when due any fees or penalties imposed by this chapter or other law; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Failure to file annual report. The foreign limited liability company does not deliver its annual report to the Secretary of State as required by section 1665 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Failure to pay late filing penalty. The foreign limited liability company does not pay the annual report late filing penalty as required by section 1680 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Failure to maintain registered agent. The foreign limited liability company is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Failure to notify of change of registered agent or address. The foreign limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or fails to appoint a replacement registered agent after its registered agent has resigned under Title 5, section 111 ; [PL 2011, c. 113, Pt. A, §17 (AMD).]

6. Filing of false information. A member, manager or agent of the foreign limited liability company 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Amended application. The foreign limited liability company fails to file with the Secretary of State an amended application for authority required by section 1622, subsection 3 ; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

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 liability company records in the state or other jurisdiction under whose law the foreign limited liability company is formed stating that the foreign limited liability company has been cancelled or has disappeared as the result of a merger. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 817 — ME Code / Title 31 / Chapter 15 / Section 817
31 §817. Certificate of existence; certificate of authority; certificate of fact
Status: in_force

1. Application. Any person may apply to the Secretary of State for a certificate of existence for a registered limited liability partnership or a certificate of authority for a foreign limited liability partnership. [PL 2003, c. 631, §69 (NEW).]

2. Contents. A certificate of existence or certificate of authority under subsection 1 sets forth: A. The limited liability partnership's name used in this State; [PL 2003, c. 631, §69 (NEW).] B. That, if a registered limited liability partnership, the registered limited liability partnership is duly registered under the laws of this State and the date of its registration; [PL 2003, c. 631, §69 (NEW).] C. That, if a foreign limited liability partnership, the foreign limited liability partnership is authorized to transact business in this State, the date on which the limited liability partnership was authorized to transact business in this State and its jurisdiction of organization; [PL 2003, c. 631, §69 (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 registered or foreign limited liability partnership; [PL 2003, c. 631, §69 (NEW).] E. That the registered or foreign limited liability partnership's most recent annual report required by section 873 has been delivered to the Secretary of State; and [PL 2003, c. 631, §69 (NEW).] F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2003, c. 631, §69 (NEW).] [PL 2003, c. 631, §69 (NEW).]

3. Evidence of existence or authority. Subject to any qualification stated in the certificate under subsection 2 , a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the registered or foreign limited liability partnership is in existence or is authorized to transact business in this State. [PL 2003, c. 631, §69 (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 . [PL 2003, c. 631, §69 (NEW).]
31 M.R.S. § 1101 — ME Code / Title 31 / Chapter 17 / Section 1101
31 §1101. Uniformity of application and construction
Status: in_force

This chapter must be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1453 — ME Code / Title 31 / Chapter 19 / Section 1453
31 §1453. Application to existing relationships
Status: in_force

1. Before July 1, 2008. Before July 1, 2008, this chapter governs only: A. A limited partnership formed on or after July 1, 2007; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as otherwise provided in subsections 3 and 4 , a limited partnership formed before July 1, 2007 that elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. On or after July 1, 2008. Except as otherwise provided in subsection 3 , on and after July 1, 2008, this chapter governs all limited partnerships. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Existing limited partnerships. With respect to a limited partnership formed before July 1, 2007, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement. A. Section 1304, subsection 3 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2007. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The limited partnership is not required to amend its certificate of limited partnership to comply with section 1321, subsection 1, paragraph D . [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Sections 1371 and 1372 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2007. [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Section 1373, subsection 4 does not apply. [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Section 1373, subsection 5 does not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2007. [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Section 1391, subsection 3 does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2007. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Limited partnership that elects to be subject. With respect to a limited partnership that elects pursuant to subsection 1, paragraph B to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to 3rd parties apply: A. Before July 1, 2008, to: (1) A 3rd party that had not done business with the limited partnership in the year before the election took effect; and (2) A 3rd party that had done business with the limited partnership in the year before the election took effect only if the 3rd party knows or has received a notification of the election; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. On and after July 1, 2008, to all 3rd parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph A , subparagraph (2). [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Effect of nonelection by limited partnership formed before July 1, 2007. A limited partnership formed before July 1, 2007 that does not elect pursuant to subsection 1, paragraph B to be subject to this chapter continues to be governed by the provisions of former chapter 11 until July 1, 2008. [PL 2007, c. 502, §1 (NEW); PL 2007, c. 502, §2 (AFF).]
31 M.R.S. § 1004 — ME Code / Title 31 / Chapter 17 / Section 1004
31 §1004. Supplemental principles of law
Status: in_force

1. Law and equity. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Interest rate. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 14, section 1602-B . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1041 — ME Code / Title 31 / Chapter 17 / Section 1041
31 §1041. Partner's rights and duties
Status: in_force

1. Partner's account. Each partner is deemed to have an account that is: A. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that the partner contributes to the partnership and the partner's share of the partnership profits; and [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that is distributed by the partnership to the partner and the partner's share of the partnership losses. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Partnership profits and losses. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Reimbursement and indemnification. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Advance to partnership. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Loan to partnership; interest. A payment or advance made by a partner that gives rise to a partnership obligation under subsection 3 or 4 constitutes a loan to the partnership that accrues interest from the date of the payment or advance. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Management and conduct of business. Each partner has equal rights in the management and conduct of the partnership business. [PL 2005, c. 543, Pt. A, §2 (NEW).]

7. Use or possess partnership property. A partner may use or possess partnership property only on behalf of the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

8. Remuneration. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

9. Consent of all partners required. A person may become a partner only with the consent of all of the partners. [PL 2005, c. 543, Pt. A, §2 (NEW).]

10. Decision by majority or unanimous. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. [PL 2005, c. 543, Pt. A, §2 (NEW).]

11. Obligations to other persons. This section does not affect the obligations of a partnership to other persons under section 1031 . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1400 — ME Code / Title 31 / Chapter 19 / Section 1400
31 §1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership
Status: in_force

1. Reinstatement following administrative dissolution. A domestic limited partnership administratively dissolved under section 1399 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. A. The application for reinstatement must: (1) State the name of the domestic limited partnership and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (3) State that the domestic limited partnership's name satisfies the requirements of section 1308 . [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the Secretary of State determines that the application contains the information required under this subsection and is accompanied by the reinstatement fee set forth in section 1460, subsection 6 , 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 use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership. [PL 2007, c. 323, Pt. F, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. When the reinstatement is effective under this subsection, 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Reinstatement after suspension. A domestic limited partnership that was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement. A. The reinstatement may be granted if: (1) The Secretary of State determines that the application contains the information required under subsection 1 ; (2) The application for reinstatement is accompanied by the reinstatement fee set forth in section 1460, subsection 6 ; and (3) The application for reinstatement is received by the Secretary of State by June 30, 2010. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. A domestic limited partnership that fails to meet the requirements of this subsection is administratively dissolved and may not reinstate. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1098 — ME Code / Title 31 / Chapter 17 / Section 1098
31 §1098. Nonexclusive
Status: in_force

This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 826 — ME Code / Title 31 / Chapter 15 / Section 826
31 §826. Execution
Status: in_force

Each document delivered to the Secretary of State for filing pursuant to this chapter must be executed in the following manner. [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Signatures. Except as provided in subsection 2 , the documents must be signed as follows: A. In the case of the initial certificate of limited liability partnership, by one or more partners who are authorized; [PL 2007, c. 323, Pt. E, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. In the case of a certificate of amendment, restatement, certificate of correction or any other document filed under this chapter not otherwise provided for, by at least one partner; or [PL 1995, c. 633, Pt. B, §1 (NEW).] C. In the case of a certificate of renunciation or other document filed after the dissolution of a registered limited liability partnership: (1) If the partners are winding up the registered limited liability partnership's affairs, then by the contact partner or by a majority in interest of the partners; or (2) If the partners are not winding up the registered limited liability partnership's affairs, then by all liquidating trustees. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 2007, c. 323, Pt. E, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Signature by agent. Any person may sign any certificate or amendment to a certificate, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment to a certificate need not be in writing, sworn to, verified or acknowledged and need not be filed with the Secretary of State, but if in writing, it must be retained by a partner. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Unsworn falsification. The execution of a certificate containing false statements constitutes unsworn falsification under Title 17-A, section 453 . [PL 1997, c. 376, §65 (RPR).]
31 M.R.S. § 851 — ME Code / Title 31 / Chapter 15 / Section 851
31 §851. Laws governing foreign limited liability partnerships
Status: in_force

1. Laws governing. Unless otherwise provided by the Constitution of Maine: A. The laws of the state or country under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability of its partners, provided that each partner, employee or agent of a foreign limited liability partnership who performs professional services in this State on behalf of such a foreign limited liability partnership is personally and fully liable for any omission, negligence, wrongful act, misconduct or malpractice by that person or any person under that person's direct supervision and control arising out of those professional services performed in this State; and [PL 1995, c. 633, Pt. B, §1 (NEW).] B. A foreign limited liability partnership may not be denied the authority to do business by reason of a difference between the laws referred to in this subsection and the laws of this State. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Type of business. A foreign limited liability partnership may transact any business in this State that may be transacted by a registered limited liability partnership. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1395 — ME Code / Title 31 / Chapter 19 / Section 1395
31 §1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner
Status: in_force

1. General partner liable for inappropriate act after dissolution. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 1394, subsection 1 by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: A. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Dissociated general partner liable for incurring obligation. If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 1394, subsection 2 , the person is liable: A. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1104 — ME Code / Title 31 / Chapter 17 / Section 1104
31 §1104. Applicability
Status: in_force

1. Application before July 1, 2007. Before July 1, 2007, this chapter governs only a partnership formed: A. After July 1, 2007, except a partnership that is continuing the business of a dissolved partnership under former Title 31, section 318 ; and [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Before July 1, 2007 that elects, as provided by subsection 3 , to be governed by this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Application on and after July 1, 2007. On and after July 1, 2007, this chapter governs all partnerships. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Election before July 1, 2007. Before July 1, 2007, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to 3rd parties apply to limit those partners' liability to a 3rd party who had done business with the partnership within one year before the partnership's election to be governed by this chapter only if the 3rd party knows or has received a notification of the partnership's election to be governed by this chapter. A partnership may elect to be governed by this chapter by filing a statement of election stating the name of the partnership and that the partnership has made the election pursuant to this section. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1413 — ME Code / Title 31 / Chapter 19 / Section 1413
31 §1413. Activities not constituting transacting business
Status: in_force

1. Activities not constituting transacting business. Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this subchapter include: A. Maintaining, defending and settling an action or proceeding; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Holding meetings of its partners or carrying on any other activity concerning its internal affairs; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Maintaining accounts in financial institutions; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Selling through independent contractors; [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; [PL 2005, c. 543, Pt. C, §2 (NEW).] G. Creating or acquiring indebtedness, mortgages or security interests in real or personal property; [PL 2005, c. 543, Pt. C, §2 (NEW).] H. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; [PL 2005, c. 543, Pt. C, §2 (NEW).] I. Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and [PL 2005, c. 543, Pt. C, §2 (NEW).] J. Transacting business in interstate commerce. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Ownership of property. For purposes of this subchapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection 1 , constitutes transacting business in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Service of process, taxation or regulation under other law. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation under any other law of this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1582 — ME Code / Title 31 / Chapter 21 / Section 1582
31 §1582. Events causing dissociation
Status: in_force

A person is dissociated as a member from a limited liability company when: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Notice. The limited liability company has notice from the person of the person's express will to dissociate as a member, except if the person specifies in the notice a dissociation date later than the date the limited liability company had notice the person is dissociated as a member, on that later date; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Event. An event stated in the limited liability company agreement as causing the person's dissociation occurs; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Expulsion pursuant to agreement. The person is expelled as a member pursuant to the limited liability company agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Expulsion upon unanimous consent. The person is expelled as a member by the unanimous consent of the other members. A person is expelled under this subsection if: A. It is unlawful to carry on the limited liability company's activities with the person as a member; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. There has been a transfer of all of the person's transferable interest in the limited liability company other than a transfer for security purposes; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, its charter has been revoked or its right to conduct activities has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct activities has not been reinstated; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. The person is an organization that has been dissolved and whose activities are being wound up; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Expulsion by judicial order. On application by the limited liability company, the person is expelled as a member by judicial order because the person: A. Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited liability company's activities; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Has willfully and persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person's duty or obligation under this chapter or other applicable law; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Has engaged, or is engaging, in conduct relating to the limited liability company's activities that makes it not reasonably practicable to carry on the activities with the person as a member; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Death; appointment of guardian or conservator; determination. In the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the limited liability company agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Bankruptcy; assignment; appointment of trustee, receiver or liquidator. The person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors or seeks, consents or acquiesces to the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property. This subsection does not apply to a person who is the sole remaining member of a limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

8. Successor trustee. In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

9. Estate; personal representative of estate. In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

10. Termination of legal existence. In the case of a member that is not an individual, the legal existence of the person otherwise terminates; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

11. Transfer of remaining interest. A person who is a member transfers the person's entire remaining transferable interest but not until the later of: A. The transferee's becoming a member; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The time the transfer is completed. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1664 — ME Code / Title 31 / Chapter 21 / Section 1664
31 §1664. Certificate of existence; certificate of qualification; certificate of fact
Status: in_force

1. Certificate of existence; certificate of qualification. The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company or certificate of qualification for a foreign limited liability company if the records filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this State or authorized to transact business in this State. A certificate of existence or certificate of qualification must state: A. The limited liability company's name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. That, if a limited liability company, the limited liability company is duly formed under the laws of this State and the date of formation; [PL 2011, c. 113, Pt. B, §7 (AMD).] C. That, if a foreign limited liability company, the foreign limited liability company is authorized to transact business in this State, the date on which the limited liability company was authorized to transact business in this State and its jurisdiction of organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. That all fees and penalties owed to the State have been paid in full, if: (1) Payment is reflected in the records of the office of the Secretary of State; and (2) Nonpayment affects the existence or authorization of the limited liability company or foreign limited liability company; [PL 2011, c. 113, Pt. B, §7 (AMD).] E. That the limited liability company's most recent annual report required by section 1519 has been filed by the Secretary of State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. Whether the limited liability company has delivered to the office of the Secretary of State for filing a certificate of cancellation by a limited liability company or a statement of cancellation of foreign qualification; and [PL 2011, c. 113, Pt. B, §7 (AMD).] G. Other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. B, §7 (AMD).]

2. Conclusive evidence. Subject to any condition stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business or conduct activities in this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Certificate of fact. In addition to the certificate authorized under subsection 1 , the Secretary of State may issue a certificate of fact attesting to any fact of record in the office of the Secretary of State that may be requested. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1661 — ME Code / Title 31 / Chapter 21 / Section 1661
31 §1661. Registered agent for limited liability company
Status: in_force

A limited liability company must have and continuously maintain a registered agent in this State as defined by Title 5, section 102, subsection 27 . [PL 2011, c. 113, Pt. A, §25 (AMD).]
31 M.R.S. § 1598 — ME Code / Title 31 / Chapter 21 / Section 1598
31 §1598. Power to bind limited liability company after dissolution
Status: in_force

After dissolution, a limited liability company is bound by: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Act of authorized person if appropriate. The act of a person authorized to wind up the affairs if the act is appropriate for winding up the limited liability company's activities; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Act of authorized person if binding before dissolution. The act of a person authorized to act on behalf of the limited liability company before dissolution if the act would have bound the limited liability company before dissolution, if the other party to the transaction did not have notice of the dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 873 — ME Code / Title 31 / Chapter 15 / Section 873
31 §873. Annual report of registered and foreign limited liability partnerships
Status: in_force

1. Annual report. Each registered limited liability partnership and each foreign limited liability 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 registered or foreign limited liability partnership; [PL 2007, c. 323, Pt. E, §38 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] A-1. The jurisdiction of organization of the limited liability partnership; [PL 2007, c. 323, Pt. E, §39 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. E, §40 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. A brief statement of the character of the business in which the limited liability partnership is actually engaged in this State, if any; and [PL 1995, c. 633, Pt. B, §1 (NEW).] D. The street address of the partnership's chief executive office, the street address of an office of the partnership in this State and the name and street address of the contact partner. [PL 2005, c. 543, Pt. B, §12 (RPR); PL 2005, c. 543, Pt. B, §15 (AFF).] [PL 2007, c. 323, Pt. E, §§38-40 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

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. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Execution, delivery and penalties. This subsection governs execution, delivery and penalties. A. The annual report must be executed and signed by a partner or any other duly authorized individual. [PL 1995, c. 633, Pt. B, §1 (NEW).] B. Subject to rules adopted under section 812 , the report must be delivered to the Secretary of State or a designee for filing. The annual report 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 an annual report 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 considered a compliance with this requirement. [PL 1995, c. 633, Pt. B, §1 (NEW).] C. 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 conform, the Secretary of State shall promptly mail or otherwise return the report to the limited liability partnership for any necessary correction. [PL 1995, c. 633, Pt. B, §1 (NEW).] D. 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 the report was mailed or otherwise returned to the limited liability partnership by the Secretary of State. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1421 — ME Code / Title 31 / Chapter 19 / Section 1421
31 §1421. Direct action by partner
Status: in_force

1. Action against limited partnership or partner. Subject to subsection 2 , a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Plead and prove actual or threatened injury. A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Accrual of right of action; time limitation. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1679 — ME Code / Title 31 / Chapter 21 / Section 1679
31 §1679. Address
Status: in_force

Whenever a provision of this subchapter requires that a document for filing state an address, the document must state: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Street or rural route. An actual street address or rural route box number; and [PL 2011, c. 113, Pt. A, §29 (AMD).]

2. Mailing address. A mailing address, if different from the address under subsection 1 . [PL 2011, c. 113, Pt. A, §30 (AMD).]
31 M.R.S. § 1014 — ME Code / Title 31 / Chapter 17 / Section 1014
31 §1014. Penalty for signing false document
Status: in_force

A person commits a Class E crime if that person signs a document pursuant to this chapter knowing it is false in any material respect with intent that the document be delivered to the Secretary of State for filing. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 857 — ME Code / Title 31 / Chapter 15 / Section 857
31 §857. Cancellation of authority to do business
Status: in_force

A foreign limited liability 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 liability partnership with respect to causes of action arising out of the doing of business in this State. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1543 — ME Code / Title 31 / Chapter 21 / Section 1543
31 §1543. Statement of denial
Status: in_force

A person named in a filed statement of authority may deliver to the office of the Secretary of State for filing a statement of denial that: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Name and date. States the name of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Denial of authority. Denies the person's authority; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Notice to limited liability company. States that the person has furnished the limited liability company with a copy of the statement of denial. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1595 — ME Code / Title 31 / Chapter 21 / Section 1595
31 §1595. Events causing dissolution
Status: in_force

1. Events causing dissolution. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: A. An event or circumstance that the limited liability company agreement states causes dissolution; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The consent of all the members; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The passage of 90 consecutive days during which the limited liability company has no members; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. On application by a member, the entry by the Superior Court of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company's activities in conformity with the limited liability company agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. On application by a member, the entry by the Superior Court of an order dissolving the limited liability company on the grounds that the members in control of the limited liability company have acted, are acting or will act in a manner that is illegal or fraudulent; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. On application by a holder of a transferable interest, the entry by the Superior Court of an order dissolving the limited liability company on the grounds that the limited liability company has no members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Other remedy. In a proceeding brought under subsection 1, paragraph E , the court may order a remedy other than dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1641 — ME Code / Title 31 / Chapter 21 / Section 1641
31 §1641. Merger
Status: in_force

1. Merger requirements. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 1642 to 1644 and a plan of merger, if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Each of the other organizations complies with its governing statute in effecting the merger. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Plan of merger. A plan of merger must be in a record and must include: A. The name, current jurisdiction and form of each constituent organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The name, jurisdiction and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration as allowed in subsection 3 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record or a statement that the organizing documents remain unchanged. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Exchange or conversion. In connection with a merger, rights or securities of or interests in the constituent organization may be exchanged for or converted into cash, property or rights or securities of or interests in the surviving organization or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property or rights or securities of or interests in another organization or may be cancelled. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1324 — ME Code / Title 31 / Chapter 19 / Section 1324
31 §1324. Signing of records
Status: in_force

1. Required signatures. Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner. A. An initial certificate of limited partnership must be signed by all general partners listed in the certificate. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. An amendment designating as general partner a person admitted under section 1391, subsection 3, paragraph B following the dissociation of a limited partnership's last general partner must be signed by that person. [PL 2005, c. 543, Pt. C, §2 (NEW).] D. An amendment required by section 1393, subsection 3 following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Any other amendment must be signed by: (1) At least one general partner listed in the certificate; (2) Each other person designated in the amendment as a new general partner; and (3) Each person that the amendment indicates has dissociated as a general partner, unless: (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) The person has previously delivered to the Secretary of State for filing a statement of dissociation. [PL 2005, c. 543, Pt. C, §2 (NEW).] F. A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph. [PL 2005, c. 543, Pt. C, §2 (NEW).] G. A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 1393, subsection 3 or 4 to wind up the dissolved limited partnership's activities. [PL 2005, c. 543, Pt. C, §2 (NEW).] H. Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] I. Articles of merger must be signed as provided in section 1438, subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).] J. Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate. [PL 2005, c. 543, Pt. C, §2 (NEW).] K. A statement by a person pursuant to section 1375, subsection 1, paragraph D stating that the person has dissociated as a general partner must be signed by that person. [PL 2005, c. 543, Pt. C, §2 (NEW).] L. A statement of withdrawal by a person pursuant to section 1346 must be signed by that person. [PL 2005, c. 543, Pt. C, §2 (NEW).] M. A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] N. Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Attorney-in-fact. Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 807-A — ME Code / Title 31 / Chapter 15 / Section 807-A
31 §807-A. Registered agent of limited liability partnership
Status: in_force

Each registered limited liability partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A . [PL 2007, c. 535, Pt. B, §8 (NEW).]
31 M.R.S. § 1384 — ME Code / Title 31 / Chapter 19 / Section 1384
31 §1384. Power of estate of deceased partner
Status: in_force

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 1382 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 1344 . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1035 — ME Code / Title 31 / Chapter 17 / Section 1035
31 §1035. Actions by and against partnership and partners
Status: in_force

1. Sue and be sued. A partnership may sue and be sued in the name of the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Action against partnership and partners. An action may be brought against the partnership and, to the extent not inconsistent with section 1034 , any or all of the partners in the same action or in separate actions. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Judgment against partnership; partner. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Execution against assets of partner. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 1034 and: A. A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The partnership is a debtor in bankruptcy; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. The partner has agreed that the creditor need not exhaust partnership assets; [PL 2005, c. 543, Pt. A, §2 (NEW).] D. A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or [PL 2005, c. 543, Pt. A, §2 (NEW).] E. Liability is imposed on the partner by law or contract independent of the existence of the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Application to partnership liability or obligation. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 1036 . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1680 — ME Code / Title 31 / Chapter 21 / Section 1680
31 §1680. Filing and copying fees; penalties
Status: in_force

A document filed under this chapter is not effective until the applicable fee required in this section is paid. The following fees or penalties must be paid to the office of the Secretary of State: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Reservation. For filing of an application for reservation of name or a notice of transfer of reservation pursuant to section 1509 , a fee of $20 for each limited liability company affected; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Assumed or fictitious name. For filing of a statement for use of an assumed name under section 1510 , a fee of $125, and for filing a statement for use of a fictitious name under section 1510 , a fee of $40; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Termination of assumed or fictitious name. For filing of a termination of an assumed or fictitious name under section 1510 , a fee of $20; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Registered name. For filing of an application for a registered name of a foreign limited liability company under section 1511 , 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 $200; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 1664 , a fee in the amount of $30; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Annual report. For filing of an annual report under section 1665 , a fee of $85 for a limited liability company or a fee of $150 for a foreign limited liability company; [PL 2011, c. 113, Pt. B, §17 (AMD).]

7. Application for excuse. For filing a statement for excuse under section 1665, subsection 5 , a fee of $40; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

8. Certificate of resumption. For filing a statement of resumption under section 1665, subsection 6 , a fee of $100; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

9. Amended annual report. For filing of an amended annual report under section 1666 , a fee of $85 for a limited liability company or a fee of $150 for a foreign limited liability company; [PL 2011, c. 113, Pt. B, §18 (AMD).]

10. 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

11. Statement of correction. For filing of a statement of correction under section 1675 , a fee of $50; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

12. Certificate of cancellation. For filing a certificate of cancellation under section 1533 , a fee of $75; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

13. Certificate of formation. For filing of a certificate of formation under section 1531 , a fee of $175; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

14. Amendment or restatement of certificate of formation. For filing an amended certificate of formation under section 1532 , a fee of $50; and for filing a restatement of certificate of formation under section 1532, subsection 4 , a fee of $80; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

15. Statement of authority; amendment or cancellation. For filing a statement of authority under section 1542 , a fee of $50; for filing an amended statement of authority under section 1542, subsection 2 , a fee of $50; and for filing a cancellation of a statement of authority under section 1542, subsection 2 , a fee of $50; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

16. Statement of denial. For filing a statement of denial under section 1543 , a fee of $50; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

17. 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, a fee of $150; for failure to notify the Secretary of State that the registered agent or the address of the registered agent has been changed or failure to appoint a replacement registered agent after the registered agent has resigned, a fee of $150; and for filing false information, a fee of $150; [PL 2011, c. 113, Pt. A, §31 (AMD).]

18. Certificate of revival after dissolution. For filing a certificate of revival after dissolution for a limited liability company under section 1604 , a fee of $150; [PL 2011, c. 113, Pt. B, §19 (AMD).]

19. Statement of foreign qualification. For filing of a statement of foreign qualification under section 1622 , a fee of $250; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

20. Statement of change of foreign qualification. For filing a statement of change under section 1622, subsection 3 , except to change the address of the principal office, a fee of $90. For filing a statement of change to change the address of the principal office, a fee of $35; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

21. Statement of cancellation of foreign qualification. For filing a statement of cancellation of foreign qualification under section 1628 , a fee of $90; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

22. Statement of merger. For filing a statement of merger under section 1643 , a fee of $150; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

23. Statement of conversion. For filing a statement of conversion under section 1647 to convert to a business corporation governed by Title 13‑C , a fee of $145; for filing a statement of conversion under section 1647 to convert to a nonprofit corporation governed by Title 13‑B , a fee of $40; for filing a statement of conversion under section 1647 to convert to a limited partnership governed by chapter 19 , a fee of $175; for filing a statement of conversion under section 1647 to convert to a limited liability partnership governed by chapter 15 , a fee of $175; and for filing a statement of conversion under section 1647 to convert to a partnership governed by chapter 17 , a fee of $175; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

24. All other filings. For filing of a certificate, statement, affidavit, agreement or any other paper provided for by this chapter, for which a fee is not specifically prescribed, a fee of $35; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

25. Copies of filed documents. For all copies, whether certified or not, a fee of $2 per page. For purposes of this chapter, a filed document is any filing provided for by this chapter and filed by the Secretary of State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

26. Certified copies. For certification of copies of filed documents under this chapter, a fee of $5 for each certification in addition to any fee due under subsection 25 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

27. Preclearance of document. For the preclearance of a document for filing, a fee of $100; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

28. Service of process on Secretary of State as agent. For accepting service of process under section 1626, subsection 4 , a fee of $20. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

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. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1627 — ME Code / Title 31 / Chapter 21 / Section 1627
31 §1627. Appeal from revocation
Status: in_force

1. Petition to appeal revocation. A foreign limited liability company may appeal the Secretary of State's revocation of its statement of foreign qualification to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign limited liability company may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its statement of foreign qualification and the Secretary of State's notice of revocation. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Court order. The court may summarily order the Secretary of State to reinstate the statement of foreign qualification or may take any other action the court considers appropriate. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1675 — ME Code / Title 31 / Chapter 21 / Section 1675
31 §1675. Correcting filed record; effective time and date
Status: in_force

1. Statement of correction. A limited liability company or foreign limited liability company may deliver to the office of the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited liability company or foreign limited liability company to the office of the Secretary of State and filed by the Secretary of State if at the time of filing the record contained incorrect information or was defectively signed or if the information subsequently becomes inaccurate. [PL 2011, c. 113, Pt. B, §15 (AMD).]

2. Contents. A statement of correction under subsection 1 may not state a delayed effective date and must: A. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Specify the incorrect or inaccurate information and the reason it is incorrect or inaccurate or the manner in which the signing was defective; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Correct the incorrect or inaccurate information or the manner in which the signing was defective. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Effective retroactively; effective when filed. When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Erroneously filed record. A statement of correction may be used to render ineffective an erroneously filed record. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1 — ME Code / Title 31 / Chapter 1 / Section 1
31 §1. Filing of certificate; certificate of withdrawal
Status: in_force

Whenever 2 or more persons become associated as partners or otherwise for the purpose of engaging in any mercantile enterprise, they shall, before commencing business, deposit in the office of the clerk of the city or town in which the same is to be carried on a certificate signed and sworn to by them, setting forth their names and places of residence, the nature of the business in which they intend to engage and giving the name under which they are to transact business. Whenever any member of such partnership or association withdraws therefrom, he may certify under oath to the fact of such withdrawal, which certificate shall be deposited in the clerk's office where the partnership certificate is recorded. He shall conclusively be presumed to be a member of the firm or association to the time of his depositing such certificate.
31 M.R.S. § 1637 — ME Code / Title 31 / Chapter 21 / Section 1637
31 §1637. Closely held limited liability company
Status: in_force

1. Definition. As used in this section, "closely held limited liability company" means a limited liability company that has: A. Fewer than 35 members; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. No transferable interests listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association. [PL 2011, c. 113, Pt. A, §21 (AMD).] [PL 2011, c. 113, Pt. A, §21 (AMD).]

2. Limitation on derivative actions. Except to the extent ordered by the court in an action under subsection 3, paragraph A , sections 1632 to 1636 do not apply to a closely held limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Exception to limitation on derivative actions. If justice requires: A. A derivative action commenced by a member of a closely held limited liability company may be treated by a court as a direct action brought by the member for the member's own benefit; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Recovery in a direct or derivative action by a member of a closely held limited liability company may be paid directly to the plaintiff or to the closely held limited liability company if necessary to protect the interests of creditors or of other members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1323 — ME Code / Title 31 / Chapter 19 / Section 1323
31 §1323. Statement of termination
Status: in_force

A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Name. The name of the limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Date of initial certificate. The date of filing of its initial certificate of limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Other information. Any other information as determined by the general partners filing the statement or by a person appointed pursuant to section 1393, subsection 3 or 4 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

At the time of filing the statement under this section, the Secretary of State may require the limited partnership to file the annual report required to be filed under section 1330, subsection 1 and pay any fees or penalties owed to the Secretary of State under section 1399 . [PL 2007, c. 231, §36 (NEW); PL 2007, c. 231, §40 (AFF).]
31 M.R.S. § 1633 — ME Code / Title 31 / Chapter 21 / Section 1633
31 §1633. Proper plaintiff
Status: in_force

1. Plaintiff must be a member. Except as otherwise provided in subsection 2 , a derivative action under section 1632 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Death of plaintiff. If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1457 — ME Code / Title 31 / Chapter 19 / Section 1457
31 §1457. Expedited service
Status: in_force

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 use by the Secretary of State in providing an improved filing service. [PL 2005, c. 543, Pt. C, §2 (NEW).]

Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1072 — ME Code / Title 31 / Chapter 17 / Section 1072
31 §1072. Dissociated partner's power to bind and liability to partnership
Status: in_force

1. Apparent authority of dissociated partner. For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter 9 , is bound by an act of the dissociated partner that would have bound the partnership under section 1031 before dissociation only if at the time of entering into the transaction the other party: A. Reasonably believed that the dissociated partner was then a partner; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Did not have notice of the partner's dissociation; and [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Is not deemed to have notice under section 1074, subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Liability for obligation after dissociation. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection 1 . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1461 — ME Code / Title 31 / Chapter 19 / Section 1461
31 §1461. Effective date
Status: in_force

This chapter takes effect July 1, 2007. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1635 — ME Code / Title 31 / Chapter 21 / Section 1635
31 §1635. Special litigation committee
Status: in_force

1. Stay of court proceeding upon appointment of special litigation committee. If a limited liability company is named as or made a party in a derivative proceeding, the limited liability company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited liability company. If the limited liability company appoints a special litigation committee, on motion by the special litigation committee made in the name of the limited liability company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the special litigation committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under section 1558 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Composition of special litigation committee. A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Appointment of special litigation committee. A special litigation committee may be appointed: A. By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Determination by special litigation committee. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: A. Continue under the control of the plaintiff; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Continue under the control of the special litigation committee; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Be settled on terms approved by the special litigation committee; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Be dismissed. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Filing of determination with court. After making a determination under subsection 4 , a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the special litigation committee were disinterested and independent and whether the special litigation committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the special litigation committee having the burden of proof. If the court finds that the members of the special litigation committee were disinterested and independent and that the special litigation committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the special litigation committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection 1 and allow the action to proceed under the direction of the plaintiff. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1631 — ME Code / Title 31 / Chapter 21 / Section 1631
31 §1631. Direct action by member
Status: in_force

1. Direct action against member. Subject to subsection 2 , a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the limited liability company agreement or this chapter or arising independently of the membership relationship. [PL 2011, c. 113, Pt. A, §19 (AMD).]

2. Actual or threatened injury. A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1397 — ME Code / Title 31 / Chapter 19 / Section 1397
31 §1397. Other claims against dissolved limited partnership
Status: in_force

1. Notice of dissolution; claims. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Notice requirements. The notice must: A. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in Kennebec County; [PL 2007, c. 323, Pt. F, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 1354 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Claimants barred. If a dissolved limited partnership publishes a notice in accordance with subsection 2 , the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice: A. A claimant that did not receive notice in a record under section 1396 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Enforcement of claims. A claim not barred under this section may be enforced: A. Against the dissolved limited partnership, to the extent of its undistributed assets; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Against any person liable on the claim under section 1354 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1399 — ME Code / Title 31 / Chapter 19 / Section 1399
31 §1399. Administrative dissolution of domestic limited partnership
Status: in_force

1. Grounds for administrative dissolution. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under subsection 2 to administratively dissolve a domestic limited partnership if: A. The domestic limited partnership does not pay when they are due any fees or penalties imposed by this chapter or other law; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The domestic limited partnership does not deliver its annual report to the Secretary of State as required by section 1330, subsection 1 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The domestic limited partnership does not pay the annual report late filing penalty as required by section 1330, subsection 3 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The domestic limited partnership is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. F, §20 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] E. The domestic limited partnership does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111 ; or [PL 2007, c. 323, Pt. F, §21 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] F. 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. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §§20, 21 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Procedure for administrative dissolution of domestic limited partnership. If the Secretary of State determines that one or more grounds exist under subsection 1 for dissolving a domestic limited partnership, the Secretary of State shall serve the limited partnership with a written notice of that determination as required by subsection 10 . [PL 2007, c. 323, Pt. F, §22 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Administrative dissolution. The domestic limited partnership is administratively dissolved if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 10 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 as required by subsection 10 that recites the ground or grounds for dissolution and the effective date of dissolution. [PL 2007, c. 323, Pt. F, §23 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

4. Effect of administrative dissolution; prohibition. A domestic limited partnership administratively dissolved under this section continues its existence but may not transact any business in this State except as necessary to wind up the affairs of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. 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's having been administratively dissolved under this section. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. 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; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The right of the domestic limited partnership to defend any action, suit or proceeding in any court of this State. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Authority of registered agent. The administrative dissolution of a domestic limited partnership under this section does not terminate the authority of its registered agent. [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. 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 under this section. [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. 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. [PL 2005, c. 543, Pt. C, §2 (NEW).]

10. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the domestic limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the limited partnership. [PL 2007, c. 323, Pt. F, §24 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1665 — ME Code / Title 31 / Chapter 21 / Section 1665
31 §1665. Annual report for Secretary of State
Status: in_force

1. Annual report. Each year, each limited liability company or each foreign limited liability company authorized to conduct business in this State shall deliver to the office of the Secretary of State for filing an annual report setting forth: A. The name of the limited liability company or the foreign limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The address of the limited liability company's or foreign limited liability company's principal office; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. A brief statement of the character of the business in which the limited liability company is actually engaged in this State; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. The name and address of at least one person who is a member, manager or other authorized person of the limited liability company. [PL 2011, c. 113, Pt. B, §8 (AMD).] [PL 2011, c. 113, Pt. B, §8 (AMD).]

2. Current information. Information in an annual report under this section must be current as of the date the report is delivered to the office of the Secretary of State for filing. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. First annual report; subsequent reports. The first annual report under this section must be delivered to the office of the Secretary of State between January 1st and June 1st of the year following the calendar year in which a limited liability company was formed or a foreign limited liability company delivered its statement of foreign qualification to the office of the Secretary of State for filing. For subsequent years, annual reports must be delivered to the office of the Secretary of State between January 1st and June 1st of the following calendar year. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Filing. The report, together with the filing fee required by this chapter, must be delivered for filing to the office of the Secretary of State, who shall file the report if the Secretary of State finds that it conforms to the requirements of subsection 1 . If the Secretary of State finds that the report does not conform to the requirements of subsection 1 , the Secretary of State shall promptly mail or otherwise return the report to the reporting limited liability company for any necessary correction. If the report is corrected to contain the information required in subsection 1 and delivered to the office of the Secretary of State within 30 days after the effective date of the notice, it is timely delivered. Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery of an annual report 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 or was delivered in a medium authorized by the Secretary of State is deemed in compliance with this requirement. The penalties prescribed by this chapter for failure to file the report by the date required by rule by the Secretary of State 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 the report was mailed or otherwise returned to the limited liability company by the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Certificate of excuse. The Secretary of State, upon application by a limited liability company and satisfactory proof that it has ceased to transact business and that it is not indebted to this State for failure to file an annual report and to pay any fees or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate to the limited liability company, after which the limited liability company is excused from filing annual reports with the office of the Secretary of State, as long as the limited liability company in fact transacts no business. The name of a limited liability company remains in the office of the Secretary of State's records of entity names and is protected for a period of 5 years following excuse. [PL 2011, c. 113, Pt. B, §9 (AMD).]

6. Resumption of business. A limited liability company that has been excused from filing annual reports pursuant to subsection 5 may elect to resume transacting business. A certificate executed and filed as provided in section 1673 setting forth that an election was made to resume the transaction of business authorizes the limited liability company to resume transaction of business. After that certificate is filed, the limited liability company is required to file annual reports beginning with the next reporting deadline following resumption. [PL 2011, c. 113, Pt. B, §10 (AMD).]
31 M.R.S. § 858-A — ME Code / Title 31 / Chapter 15 / Section 858-A
31 §858-A. Effect of failure to qualify
Status: in_force

1. No action or proceeding until granted authority; fees paid. A foreign limited liability partnership transacting business in this State may not maintain an action 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 authority to do business. [PL 2005, c. 543, Pt. B, §7 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]

2. Validity of contract or act; defend action or proceeding. The failure of a foreign limited liability partnership to obtain authority to do business in this State in accordance with this chapter does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State. [PL 2005, c. 543, Pt. B, §7 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]

3. Limitation on personal liability. A limitation on personal liability of a partner is not waived solely by transacting business in this State without being granted authority to do business in this State. [PL 2005, c. 543, Pt. B, §7 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]

4. Agent for service of process. If a foreign limited liability partnership transacts business in this State without being granted the authority to do business in this State, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State. [PL 2005, c. 543, Pt. B, §7 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]
31 M.R.S. § 3 — ME Code / Title 31 / Chapter 1 / Section 3
31 §3. Statements as conclusive; perjury
Status: in_force

A person signing and making oath to any certificate deposited as provided by sections 1 and 2 shall not be permitted in any judicial proceeding to contradict the statements contained in such certificate. Whoever swears or affirms to any such certificate which is not true in fact shall be deemed guilty of perjury.
31 M.R.S. § 1312 — ME Code / Title 31 / Chapter 19 / Section 1312
31 §1312. Business transactions of partner with partnership
Status: in_force

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1508 — ME Code / Title 31 / Chapter 21 / Section 1508
31 §1508. Limited liability company name
Status: reserved

1. Requirements. A limited liability company name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C." or "LC" or, in the case of a low-profit limited liability company, "L3C" or "13c" unless the limited liability company is filing an assumed name under section 1510 or a registration of a name of a foreign limited liability company under section 1511 . The word "limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited Liability Company, Professional Association," "Limited Liability Company, P.A." or any of the designations without commas are used, a limited liability company may also use the abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section 1510 . In the case of a low-profit limited liability company, if the words "Low-profit Limited Liability Company" are used, a limited liability company may also use the abbreviation "L3C" or the designation "l3c" without filing an assumed name under section 1510 . [PL 2013, c. 58, §1 (AMD).]

2. Distinguishable name. Except as authorized by subsections 4 and 5 , a limited liability company name must be distinguishable on the records of the office 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 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 liability company seeking to use a name that is not distinguishable on the records of the office of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Inappropriately promotes abusive or unlawful activity; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Falsely suggests an association with public institutions; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Violates any other provision of the law of this State with respect to names. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Authorization to use name. A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the office of the Secretary of State from one or more of the names described in subsection 2 . The Secretary of State shall authorize use of the name applied for if: A. The entity in possession of the name 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 office of the Secretary of State from the name of the applicant; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The applicant delivers to the office of 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. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Use of another limited liability company's name. A limited liability company may use the name, including the assumed or fictitious name, of another limited liability company or foreign limited liability company that is used in this State if the other limited liability company is organized or authorized to transact business in this State and the limited liability company proposing to use the name: A. Has merged with the other limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Has been formed by reorganization of the other limited liability company; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Has acquired all or substantially all of the assets, including the limited liability company name, of the other limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. B, §4 (AMD).]

6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following: A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited company," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation"; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Differences in the use of punctuation, capitalization or special characters. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Change of limited liability company name by foreign limited liability company. If a foreign limited liability company that has filed a statement of foreign qualification 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 statement of foreign qualification under section 1622, subsection 3 that is accompanied by a statement of use of a fictitious name under section 1510 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

8. Exception. Notwithstanding subsection 2 , a foreign limited liability company may use a name that is not distinguishable on the records of the office of the Secretary of State if the foreign limited liability company was authorized to do business in this State before January 1, 1995 and had the right to use that name as its legal name before that date. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 854 — ME Code / Title 31 / Chapter 15 / Section 854
31 §854. Name; registered office; registered agent
Status: in_force

1. Name. A foreign limited liability partnership may apply to the Secretary of State to do business in this State under a name that conforms with the requirements of section 803-A, subsection 1 . The name need not be the same as the name under which it is authorized to do business in the jurisdiction of its organization. [PL 2003, c. 344, Pt. C, §43 (AMD).]

2. Registered office and registered agent. [PL 2007, c. 323, Pt. E, §18 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

2-A. Acceptance of designation of agent. [PL 2007, c. 323, Pt. E, §19 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

2-B. Registered agent. Each foreign limited liability partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A . [PL 2007, c. 535, Pt. B, §9 (NEW).]

3. Change in registered office or registered agent. [PL 2007, c. 323, Pt. E, §20 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

4. Resignation of registered agent. [PL 2007, c. 323, Pt. E, §21 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Secretary of State. [PL 2007, c. 323, Pt. E, §22 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Resignation of agent; appointment by foreign limited liability partnership; service of process. [PL 2007, c. 323, Pt. E, §23 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1593 — ME Code / Title 31 / Chapter 21 / Section 1593
31 §1593. Reinstatement following administrative dissolution of limited liability company
Status: in_force

1. Application for reinstatement. A limited liability company administratively dissolved under section 1592 may apply to the Secretary of State for reinstatement within 6 years after the effective date of administrative dissolution. The application must: A. State the name of the limited liability company and the effective date of its administrative dissolution; [PL 2011, c. 113, Pt. A, §13 (AMD).] B. State that the ground or grounds for dissolution of the limited liability company either did not exist or have been eliminated; and [PL 2011, c. 113, Pt. A, §13 (AMD).] C. State that the limited liability company's name satisfies the requirements of section 1508 . [PL 2011, c. 113, Pt. A, §13 (AMD).] [PL 2011, c. 113, Pt. A, §13 (AMD).]

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 1680, subsection 1 7 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 use the procedures set forth in section 1592, subsection 8 to deliver the notice to the limited liability company. [PL 2011, c. 113, Pt. A, §13 (AMD).]

3. Effect of reinstatement. When the reinstatement is effective under subsection 2 , the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes business as if the administrative dissolution had not occurred. [PL 2011, c. 113, Pt. A, §13 (AMD).]

4. Cancellation of certificate of formation. In the event a limited liability company that is administratively dissolved under section 1592 fails to be reinstated in accordance with the terms of this section within 6 years after the effective date of administrative dissolution, the Secretary of State shall cancel the certificate of formation of the limited liability company, effective on the 6th anniversary of the effective date of administrative dissolution. [PL 2011, c. 113, Pt. A, §13 (AMD).]
31 M.R.S. § 1558 — ME Code / Title 31 / Chapter 21 / Section 1558
31 §1558. Right of members and dissociated members to information
Status: in_force

1. Member; inspect and copy record. On 10 days' notice made in a record received by a limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the limited liability company agreement or this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Dissociated member; inspect and copy. On 30 days' notice made in a record received by a limited liability company, a dissociated member may inspect and copy, during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information pertains to the period during which the person was a member, the information was material to the person's rights and duties under the limited liability company agreement or this chapter when the person was a member and the person seeks the information in good faith. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Reasonable costs. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Agent or representative. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the limited liability company agreement or under subsection 6 applies both to the agent or legal representative and the member or dissociated member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Transferee. The rights under this section do not extend to a transferee. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Additional restrictions. In addition to any restriction or condition stated in its limited liability company agreement, a limited liability company, as a matter within the ordinary course of its activities, may: A. Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Keep confidential from the members and any other persons, for a period of time the limited liability company considers reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its activities or that the limited liability company is required by law or by agreement with a 3rd party to keep confidential. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1085 — ME Code / Title 31 / Chapter 17 / Section 1085
31 §1085. Statement of dissolution
Status: in_force

1. Filing of statement. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Deemed to have notice. For the purposes of sections 1031 and 1084 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 30 days after it is filed. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 876 — ME Code / Title 31 / Chapter 15 / Section 876
31 §876. Application to existing foreign limited liability partnerships; definition
Status: in_force

All foreign limited liability partnerships qualified as foreign corporations or limited partnerships or limited liability companies before September 1, 1996 are governed by this Act on and after September 1, 1996. By December 1, 1996 a partner of each foreign limited liability partnership shall file with the Secretary of State an application for authority to do business in this State under this Act and shall cancel the partnership's authority to do business in this State under chapter 19 , former chapter 13 or former Title 13-A . If the foreign limited liability partnership fails to file the new application for authority to do business in this State by December 1, 1996, it must be treated as a general partnership without the status of a limited liability partnership with respect to any business conducted in this State between December 1, 1996 and the date on which it files that application. [PL 2009, c. 629, Pt. A, §3 (AFF); PL 2009, c. 629, Pt. B, §8 (AMD).]
31 M.R.S. § 1436 — ME Code / Title 31 / Chapter 19 / Section 1436
31 §1436. Merger
Status: in_force

1. Merger requirements. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 1437 through 1439 and a plan of merger if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Each of the other organizations complies with its governing statute in effecting the merger. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Plan of merger. A plan of merger must be in a record and must include: A. The name and form of each constituent organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and [PL 2005, c. 543, Pt. C, §2 (NEW).] E. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1002 — ME Code / Title 31 / Chapter 17 / Section 1002
31 §1002. Knowledge and notice
Status: in_force

1. Knows. A person knows a fact if the person has actual knowledge of it. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Has notice. A person has notice of a fact if the person: A. Knows of it; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Has received a notification of it; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Has reason to know it exists from all of the facts known to the person at the time in question. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Notifies or gives notification. A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Receives notification. A person receives a notification when the notification: A. Comes to the person's attention; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Person other than individual; reasonable diligence. Except as otherwise provided in subsection 6 , a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if that person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Effective as to partnership. A partner's knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership except in the case of a fraud on the partnership committed by or with the consent of that partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]