31 M.R.S. § 1554 — ME Code / Title 31 / Chapter 21 / Section 1554
31 §1554. Sharing of and right to distributions
Status: in_force

1. Agreed value. Distributions by a limited liability company before its dissolution and winding up must be made on the basis of the agreed value, as stated in any written records of the limited liability company, of the contributions made by each person or the person's predecessor in interest to the extent contributions have been received by the limited liability company and not returned. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Interim distribution. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution. A member's dissociation does not entitle the dissociated member to a distribution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Form of distribution. A person does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 1601, subsection 3 , a limited liability company may distribute an asset in kind if each person receives a percentage of the asset equal in value to the member's share of distributions. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Status of creditor. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1667 — ME Code / Title 31 / Chapter 21 / Section 1667
31 §1667. Failure to file annual report; incorrect report; penalties
Status: in_force

1. Failure to file; penalty. A limited liability company or foreign limited liability company that is required to deliver an annual report for filing as provided by section 1665 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 set forth in section 1680, subsection 10 as long as the report is received by the Secretary of State prior to revocation or administrative dissolution. Upon a limited liability company'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 liability company's authority to do business in this State and administratively dissolve a limited liability company. The Secretary of State shall use the procedures set forth in section 1592 to administratively dissolve a limited liability company and the procedures set forth in section 1626 to revoke a foreign limited liability company's authority to transact business in this State. A limited liability company that has been administratively dissolved under section 1592 must follow the requirements set forth in section 1603 to reinstate. [PL 2011, c. 113, Pt. B, §12 (AMD).]

2. Return for correction. If the Secretary of State finds that an annual report delivered for filing does not conform with the requirements of section 1665 , the report must be returned for correction. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Excused from liability. If the annual report of a limited liability company or foreign limited liability company is not delivered for filing within the time specified in section 1665 , the limited liability company 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 2011, c. 113, Pt. B, §12 (AMD).]
31 M.R.S. § 1032 — ME Code / Title 31 / Chapter 17 / Section 1032
31 §1032. Transfer of partnership property
Status: in_force

1. Transfer of partnership property. Partnership property may be transferred as follows. A. Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to those partners of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to those persons of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Recovery of property from transferee. A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 1031 and: A. As to a subsequent transferee who gave value for property transferred under subsection 1, paragraph A or B, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. As to a transferee who gave value for property transferred under subsection 1, paragraph C , proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. No recovery. A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection 2 , from any earlier transferee of the property. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. All partners' interests in one person. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1671 — ME Code / Title 31 / Chapter 21 / Section 1671
31 §1671. Publications
Status: in_force

1. Fee for publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Use of fees. Fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State to replace and update publications offered in accordance with this chapter and to fund new publications. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1096 — ME Code / Title 31 / Chapter 17 / Section 1096
31 §1096. Effect of merger
Status: in_force

1. Effect of merger. When a merger takes effect: A. The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and [PL 2005, c. 543, Pt. A, §2 (NEW).] D. An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Agent for service of process. The Secretary of State is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign partnership or limited partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Liability of partner. A partner of the surviving partnership or limited partnership is liable for: A. All obligations of a party to the merger for which the partner was personally liable before the merger; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Except as otherwise provided in section 1034 , all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Obligations incurred before merger. If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in section 1087 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Dissociated partner. A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity of which that partner was a partner as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under section 1071 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under section 1072 by an act of a general partner dissociated under this subsection, and the partner is liable under section 1073 for transactions entered into by the surviving entity after the merger takes effect. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 824 — ME Code / Title 31 / Chapter 15 / Section 824
31 §824. Certificate of correction
Status: in_force

A partner who becomes aware that any statement in a certificate of limited liability partnership or any certificate filed under this chapter was inaccurate when made shall file a certificate of correction with the Secretary of State. The certificate of correction must specify the inaccuracy or defect to be corrected and set forth the portion of the instrument in corrected form. The corrected instrument is effective as of the date the original instrument was filed, except for those persons who are substantially and adversely affected by the correction. For those persons, the corrected instrument is effective from the filing date. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1375 — ME Code / Title 31 / Chapter 19 / Section 1375
31 §1375. Effect of dissociation as general partner
Status: in_force

1. Rights; duties; statement of dissociation; interests. Upon a person's dissociation as a general partner: A. The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The person's duty of loyalty as a general partner under section 1358, subsection 2, paragraph C terminates; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The person's duty of loyalty as a general partner under section 1358, subsection 2, paragraphs A and B and duty of care under section 1358, subsection 3 continue only with regard to matters arising and events occurring before the person's dissociation as a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states that the person has dissociated; and [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Subject to section 1384 and subchapter 11 , any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner 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 general 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 general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1645 — ME Code / Title 31 / Chapter 21 / Section 1645
31 §1645. Conversion
Status: in_force

1. Conversion. An organization other than a limited liability company, including but not limited to a foreign organization, may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, sections 1646 to 1648 and a plan of conversion, if: A. The governing statute of the organization that is not a limited liability company authorizes the conversion; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The converting organization and the converted organization each complies with its respective governing statute in effecting the conversion. [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 conversion. A plan of conversion must be in a record and must include: A. The name, date of organization, jurisdiction and form of the converting organization before conversion; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The name, jurisdiction and form of the converted organization after conversion; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration as allowed in subsection 3 ; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. The organizational documents of the converted organization that are, or are proposed to be, in a record. [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 conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property or rights or securities of or interests in the converted 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. § 814 — ME Code / Title 31 / Chapter 15 / Section 814
31 §814. Access to database
Status: in_force

The Secretary of State may provide public access to the database through a dial-in modem, 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 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 809-A — ME Code / Title 31 / Chapter 15 / Section 809-A
31 §809-A. Service of process upon registered limited liability partnership
Status: in_force

Service of process, notice or demand required or permitted by law on a registered limited liability partnership is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. E, §10 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1669 — ME Code / Title 31 / Chapter 21 / Section 1669
31 §1669. 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. 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 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1094 — ME Code / Title 31 / Chapter 17 / Section 1094
31 §1094. Effect of conversion
Status: in_force

1. Same entity. A partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Effective date. When a conversion takes effect: A. All property owned by the converting partnership remains vested in the converted entity; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. All obligations of the converting partnership continue as obligations of the converted entity; and [PL 2005, c. 543, Pt. A, §2 (NEW).] C. An action or proceeding pending by or against the converting partnership may be continued as if the conversion had not occurred. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1043 — ME Code / Title 31 / Chapter 17 / Section 1043
31 §1043. Partner's rights and duties with respect to information
Status: in_force

1. Books and records at chief executive office. A partnership shall keep its books and records, if any, at its chief executive office. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Access to books and records. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Furnishing of information. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: A. Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and [PL 2005, c. 543, Pt. A, §2 (NEW).] B. On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1082 — ME Code / Title 31 / Chapter 17 / Section 1082
31 §1082. Partnership continues after dissolution
Status: in_force

1. Continuation for purpose of winding up. Subject to subsection 2 , a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Waiver of right to wind up business; terminate partnership. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: A. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The rights of a 3rd party accruing under section 1084, subsection 1 or arising out of conduct in reliance on the dissolution before the 3rd party knew or received a notification of the waiver may not be adversely affected. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1455 — ME Code / Title 31 / Chapter 19 / Section 1455
31 §1455. Duty of Secretary of State
Status: in_force

The Secretary of State's duty to file documents under this chapter is ministerial. The filing or refusal to file a document does not: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Validity of documents. Affect the validity or invalidity of the document in whole or in part; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Correctness of information. Relate to the correctness or incorrectness of information contained in the document; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Presumption of validity or correctness. Create a presumption that the document is valid or invalid or that the information in the document is correct or incorrect. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1342 — ME Code / Title 31 / Chapter 19 / Section 1342
31 §1342. No right or power as limited partner to bind limited partnership
Status: in_force

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1086 — ME Code / Title 31 / Chapter 17 / Section 1086
31 §1086. Partner's liability to other partners after dissolution
Status: in_force

1. Liable for partner's share. Except as otherwise provided in subsection 2 and section 1034 , after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1084 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Liability for inappropriate act. A partner who, with knowledge of the dissolution, incurs a partnership liability under section 1084, subsection 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1344 — ME Code / Title 31 / Chapter 19 / Section 1344
31 §1344. Right of limited partner and former limited partner to information
Status: in_force

1. Right to inspect and copy. On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information. [PL 2007, c. 323, Pt. F, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Right to information about activities and financial condition. During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: A. The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The information sought is directly connected to the limited partner's purpose. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Response to demand for information about activities and financial condition. Within 10 days after receiving a demand pursuant to subsection 2 , the limited partnership in a record shall inform the limited partner that made the demand: A. What information the limited partnership will provide in response to the demand; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. When and where the limited partnership will provide the information; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. If the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Right of dissociated limited partner. Subject to subsection 6 , a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office if: A. The information pertains to the period during which the person was a limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The person seeks the information in good faith; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The person meets the requirements of subsection 2 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §17 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Response to demand by dissociated limited partner. The limited partnership shall respond to a demand made pursuant to subsection 4 in the same manner as provided in subsection 3 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Death of limited partner. If a limited partner dies, section 1384 applies. [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Reasonable restrictions on use of information. The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. Reasonable costs of copying. A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Information provided without demand. Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows. [PL 2005, c. 543, Pt. C, §2 (NEW).]

10. Exercise of rights. A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 7 or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

11. Transferee; individual under legal disability. The rights stated in this section do not extend to a person as transferee but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1006 — ME Code / Title 31 / Chapter 17 / Section 1006
31 §1006. Governing law
Status: in_force

1. Partnership. Except as otherwise provided in a filed statement, in a written partnership agreement or in subsection 2 , the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Limited liability partnership. The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1553 — ME Code / Title 31 / Chapter 21 / Section 1553
31 §1553. Liability for contributions
Status: in_force

1. Promise in writing. A promise by a member to make a contribution to a limited liability company is not enforceable unless set forth in a writing signed by the member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Obligation not excused. A member's obligation to make a contribution to a limited liability company is not excused by the member's death, disability or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member's estate is obligated, at the option of the limited liability company, to contribute money equal to the value of the portion of the contribution that has not been made. The limited liability company's option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have under the limited liability company agreement or applicable law. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Obligation compromised. The obligation of a member may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit after the entering into of a limited liability company agreement or an amendment to the agreement that, in either case, reflects the obligation and before an amendment to the agreement that reflects the compromise may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1442 — ME Code / Title 31 / Chapter 19 / Section 1442
31 §1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
Status: in_force

1. Act of general partner before conversion or merger. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if: A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 ; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. At the time the 3rd party enters into the transaction, the 3rd party: (1) Does not have notice of the conversion or merger; and (2) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Act of dissociated general partner before conversion or merger. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if: A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 if the person had been a general partner; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. At the time the 3rd party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the 3rd party: (1) Does not have notice of the dissociation; (2) Does not have notice of the conversion or merger; and (3) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Liable for damage. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2 , the person is liable: A. To the converted or surviving organization for any damage caused to the organization arising from the obligation; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If another person is liable for the obligation, to that other person for any damage caused to that 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. § 859-B — ME Code / Title 31 / Chapter 15 / Section 859-B
31 §859-B. Procedure for and effect of revocation
Status: in_force

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 859-A for the revocation of authority, the Secretary of State shall serve the foreign limited liability partnership with a written notice of that determination as required by subsection 7 . [PL 2007, c. 323, Pt. E, §26 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Revocation. The foreign partnership's authority to do business is revoked if within 60 days after the notice under subsection 1 was issued the Secretary of State determines that the foreign limited liability partnership has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the foreign partnership as required by subsection 7 that recites the ground or grounds for revocation of the foreign partnership's status as a limited liability partnership and the effective date of revocation. [PL 2007, c. 323, Pt. E, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Authority to transact business ceases. The authority of a foreign limited liability partnership to transact business in this State ceases on the date of revocation of its authority unless such revocation is stayed pursuant to section 859-C, subsection 2 . [PL 2005, c. 543, Pt. B, §9 (AMD); PL 2005, c. 543, Pt. B, §15 (AFF).]

4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a foreign limited liability partnership's authority appoints the Secretary of State as the foreign limited liability partnership's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited liability partnership was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign limited liability partnership. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign limited liability partnership at its principal office shown in its most recent annual report or in any subsequent communication received from the limited liability partnership stating the current mailing address of its principal office or, if no other address is on file, in its application for authority. [PL 2003, c. 631, §71 (NEW).]

5. Registered agent; not terminated. Revocation of a foreign limited liability partnership's authority to transact business in this State does not terminate the authority of the registered agent of the limited liability partnership. [PL 2003, c. 631, §71 (NEW).]

6. Authorization after revocation. A foreign limited liability 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 may be requalified by applying for authority under this subchapter. [PL 2005, c. 543, Pt. B, §9 (AMD); PL 2005, c. 543, Pt. B, §15 (AFF).]

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 liability 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 foreign limited liability partnership. [PL 2007, c. 323, Pt. E, §28 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1093 — ME Code / Title 31 / Chapter 17 / Section 1093
31 §1093. Conversion of partnership to a business entity
Status: in_force

1. Conversion. A partnership or a limited liability partnership may be converted to a limited partnership, limited liability limited partnership, corporation or limited liability company pursuant to this section. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Terms and conditions. The terms and conditions of a conversion of a partnership to a limited partnership, limited liability limited partnership, corporation or limited liability company must be approved by all of the partners or as otherwise provided in the partnership agreement. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Organizational documents filed. After the conversion is approved by the partners, articles of conversion must be executed on behalf of the converting entity by a partner or other duly authorized representative. The articles must: A. Set forth the name of the entity immediately before the filing of the articles of conversion and the name to which the name of the entity is to be changed, which must be a name that satisfies the organic law of the surviving entity; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. State the type of entity that the surviving entity will be; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Set forth a statement that the plan of entity conversion was duly approved by the partners in the manner required by this Act and the partnership agreement; and [PL 2005, c. 543, Pt. A, §2 (NEW).] D. If the surviving entity is a filing entity, either contain all the provisions required to be set forth in its public organic document with any other desired provisions that are permitted or have attached a public organic document. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Effective date of conversion. The conversion takes effect when the articles of conversion are filed or at any later date specified in the articles of conversion or as provided by the organic laws of the surviving entity. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Liability. A general partner who becomes a limited partner, general partner in a limited liability limited partnership, shareholder or member as a result of the conversion remains liable as a general partner of a partnership for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with a limited partnership, limited liability limited partnership, corporation or limited liability company reasonably believes when entering the transaction that the limited partner, general partner, shareholder or member is a general partner in a partnership or a general partner in a limited partnership, the limited partner, general partner, shareholder or member is liable for an obligation for which such partner would be personally liable under section 1034 that is incurred by the limited partnership, limited liability limited partnership, corporation or limited liability company within 90 days after the conversion takes effect. The limited partner's, general partner's, shareholder's or member's liability for all other obligations of the limited partnership, limited liability limited partnership, corporation or limited liability company incurred after the conversion takes effect is that of a limited partner, shareholder or member as provided in the jurisdiction in which the limited partnership, limited liability limited partnership, corporation or limited liability company is formed. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1572 — ME Code / Title 31 / Chapter 21 / Section 1572
31 §1572. Transfer of transferable interest
Status: in_force

1. Transferable interest. A transfer, in whole or in part, of a transferable interest: A. Is permissible; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Subject to section 1574 , does not entitle the transferee to: (1) Participate in the management or conduct of the limited liability company's activities; or (2) Have access to records or other information concerning the limited liability company's activities. [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. Distributions. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Evidence. A transferable interest may be evidenced by a certificate of transferable interest issued by a limited liability company. A limited liability company agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. A limited liability company does not have the power to issue a certificate of transferable interest in bearer form. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Written notice of transfer required. A limited liability company need not give effect to a transferee's rights under this section until the limited liability company has written notice of the transfer. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Rights and duties of member after transfer. Except as otherwise provided in section 1582, subsection 4, paragraph B and section 1582, subsection 11 , when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Transferee an admitted member. When a member transfers a transferable interest to a person that is admitted as a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 1553 and section 1555, subsection 2 known to the transferee when the transferee voluntarily accepts admission as a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Account of transactions. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1302 — ME Code / Title 31 / Chapter 19 / Section 1302
31 §1302. Definitions
Status: in_force

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

1. Certificate of limited partnership. "Certificate of limited partnership" means the certificate required by section 1321 . The term includes the certificate as amended or restated. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Contribution. "Contribution," except in the phrase "right of contribution," means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. 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 comparable order under a successor statute of general application; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. A comparable order under federal, state or foreign law governing insolvency. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Designated office. [PL 2007, c. 323, Pt. F, §1 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Distribution. "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Foreign limited liability limited partnership. "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 1354, subsection 3 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Foreign limited partnership. "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. General partner. "General partner" means: A. With respect to a limited partnership, a person that: (1) Becomes a general partner under section 1351 ; or (2) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 1453, subsection 1 or 2 ; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a general partner in a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Limited liability limited partnership. "Limited liability limited partnership," except in the phrase "foreign 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. C, §2 (NEW).]

10. Limited partner. "Limited partner" means: A. With respect to a limited partnership, a person that: (1) Becomes a limited partner under section 1341 ; or (2) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 1453, subsection 1 or 2 ; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a limited partner in a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

11. Limited partnership. "Limited partnership," except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership," means an entity having one or more general partners and one or more limited partners that is formed under this chapter by 2 or more persons or becomes subject to this chapter under subchapter 11 or section 1453, subsection 1 or 2 . The term includes a limited liability limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

12. Partner. "Partner" means a limited partner or general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

13. Partnership agreement. "Partnership agreement" means the partners' agreement, whether oral, implied, in a record or in any combination, concerning the limited partnership. The term includes the agreement as amended. [PL 2005, c. 543, Pt. C, §2 (NEW).]

14. Person. "Person" means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency or instrumentality; public corporation; or any other legal or commercial entity. [PL 2005, c. 543, Pt. C, §2 (NEW).]

15. Person dissociated as general partner. "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

16. Principal office. "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

17. 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 perceivable form. [PL 2005, c. 543, Pt. C, §2 (NEW).]

18. Required information. "Required information" means the information that a limited partnership is required to maintain under section 1311 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

19. Sign. "Sign" means: A. To execute or adopt a tangible symbol with the present intent to authenticate a record; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. To attach or logically associate an electronic symbol, sound or process to or with a record with the present intent to authenticate the record. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

20. State. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. [PL 2005, c. 543, Pt. C, §2 (NEW).]

21. Transfer. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. [PL 2005, c. 543, Pt. C, §2 (NEW).]

22. Transferable interest. "Transferable interest" means a partner's right to receive distributions. [PL 2005, c. 543, Pt. C, §2 (NEW).]

23. Transferee. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1506 — ME Code / Title 31 / Chapter 21 / Section 1506
31 §1506. Governing law
Status: in_force

The law of this State governs: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Internal affairs. The internal affairs of a limited liability company; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Liability. The liability of a member as a member for the debts, obligations or other liabilities of a limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1596 — ME Code / Title 31 / Chapter 21 / Section 1596
31 §1596. Effect of dissolution
Status: in_force

1. Existence; activities. Until the filing of a certificate of cancellation as provided in section 1533 , a dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs, including: A. Collecting the dissolved limited liability company's assets; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Disposing of the dissolved limited liability company's properties that will not be distributed in kind to persons owning transferable interests; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Discharging or making provisions for discharging the dissolved limited liability company's liabilities; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Distributing the dissolved limited liability company's remaining property in accordance with section 1601 ; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. Doing every other act necessary to wind up and liquidate the dissolved limited liability company's business and affairs. [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. No change upon dissolution. The dissolution of a limited liability company does not: A. Transfer title to the limited liability company's property; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Terminate the authority of the limited liability company's registered agent. [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. § 1611 — ME Code / Title 31 / Chapter 21 / Section 1611
31 §1611. Low-profit limited liability company
Status: in_force

1. Purpose. A low-profit limited liability company must at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, as it may be amended, revised or succeeded, and will not qualify as a low-profit limited liability company but for the relationship to the accomplishment of those charitable or educational purposes. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Qualifications of low-profit limited liability company to be set forth in certificate of formation. In order to qualify as a low-profit limited liability company pursuant to this section, the limited liability company's certificate of formation must state that: A. The company intends to qualify as a low-profit limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The company must at all times significantly further the accomplishment of one or more of the charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, as it may be amended, revised or succeeded, and must list the specific charitable or educational purposes the company will further; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. No significant purpose of the company is the production of income or the appreciation of property. The fact that a person produces significant income or capital appreciation is not, in the absence of other factors, conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code of 1986, or its successor. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] The limited liability company agreement of a low-profit limited liability company must include each statement made in the limited liability company's certification of formation required by this subsection. The fact that the low-profit limited liability company has a certificate of formation filed with the office of the Secretary of State meeting the requirements of this subsection is conclusive evidence that statements set forth in the certificate of formation are included in the low-profit limited liability company's limited liability company agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Change of status. A company that no longer satisfies the requirements of this section continues to exist as a limited liability company and shall promptly amend its certificate of formation so that its name and purpose no longer identify it as a low-profit limited liability company, L3C or 13C. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Duties of members and other persons. Notwithstanding section 1521, subsection 3 , any company formed as a low-profit limited liability company under this chapter is bound by section 1559 and no member or person may, through the limited liability company agreement or otherwise, restrict or eliminate the duties, including fiduciary duties, set forth in section 1559 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. No limitation. Nothing in this section prevents a limited liability company that is not organized under this section from electing a charitable or educational purpose in whole or in part for doing business under this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 4 — ME Code / Title 31 / Chapter 1 / Section 4
31 §4. Records
Status: in_force

The clerks of the several cities and towns shall record in suitable books, kept exclusively for the purpose, the certificates deposited under sections 1 and 2 , and such books shall be open to public inspection.
31 M.R.S. § 1412 — ME Code / Title 31 / Chapter 19 / Section 1412
31 §1412. Application for certificate of authority
Status: in_force

1. Application. A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state: A. The name of the foreign limited partnership and, if the name does not comply with section 1308 , the name under which it proposes to apply for authority to do business pursuant to section 1415, subsection 1 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The name of the State or other jurisdiction under whose law the foreign limited partnership is organized and its date of formation; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. F, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] E. The name and street and mailing address of each of the foreign limited partnership's general partners; and [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Whether the foreign limited partnership is a foreign limited liability limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Certificate of existence or similar record. A foreign limited partnership shall deliver with the completed application under subsection 1 a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the limited partnership's publicly filed records in the State or other jurisdiction under whose law the foreign limited partnership is organized. The certificate of existence must have been made not more than 90 days prior to delivery of the application for filing. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1623 — ME Code / Title 31 / Chapter 21 / Section 1623
31 §1623. Actions not constituting transacting business or conducting activities
Status: in_force

1. Actions. A foreign limited liability company may not be considered to be conducting activities in this State within the meaning of this subchapter by reason of carrying on in this State any one or more of the following actions: A. Maintaining, defending or settling in its own behalf any proceeding or dispute; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Holding meetings or carrying on any other activities concerning its internal affairs; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Maintaining accounts in financial institutions; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. Selling through independent contractors; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 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 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. Creating, as borrower or lender, or acquiring indebtedness, mortgages or security interests in real or personal property; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing such debts and holding, protecting and maintaining property so acquired; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] I. Owning, without more, real or personal property; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] J. Conducting an isolated transaction that is completed within 30 days and that is not one in the course of similar or repeated transactions of a like nature; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] K. Conducting activities in interstate commerce. [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. Status. A foreign limited liability company may not be considered to be conducting activities in this State solely because it: A. Owns a controlling interest in an organization that is conducting activities in this State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Is a limited partner of a limited partnership or foreign limited partnership that is conducting activities in this State; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Is a member of a limited liability company or foreign limited liability company that is conducting activities 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).]

3. Service of process; taxation; regulation. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under laws of this State other than this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Jurisdiction; process, notice or demand. Nothing in this section limits or affects the right to subject a foreign limited liability company that does not, or is not required to, have authority to conduct activities in this State to the jurisdiction of the courts of this State or to serve upon any foreign limited liability company any process, notice or demand required or permitted by law to be served upon a foreign limited liability company pursuant to any other provision of law or pursuant to the applicable rules of civil procedure. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1559 — ME Code / Title 31 / Chapter 21 / Section 1559
31 §1559. Duties of members and other persons
Status: in_force

Except as may be set forth in the limited liability company agreement in accordance with sections 1521 and 1522 , the following provisions apply. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Good faith; diligence; care; skill. Persons shall discharge their duties under this chapter in good faith with a view to the interests of the limited liability company and of the members and with the degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. For purposes of this section, the interests of each low-profit limited liability company and its members include furthering the purposes set forth in its certificate of formation consistent with statements required to be made in its certificate of formation pursuant to section 1611, subsection 2. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Personal liability. A member or other person may not be held personally liable for monetary damages for failure to discharge any duty unless the member or other person is found not to have acted honestly or in the reasonable belief that the action was in or not opposed to the best interests of the limited liability company or its members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Fiduciary duty. Subject to the terms of section 1521, subsection 3, paragraph A , a member not involved in the management of a limited liability company does not have a fiduciary duty to the limited liability company, or to any other member, or to another person that is a party to or is otherwise bound by a limited liability company agreement, solely by reason of being a member. A member may not be considered to be involved in the management of a limited liability company as a result of the following: A. Having the right to vote or elect those persons that will manage the business of a limited liability company; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Having the power to vote on, approve or veto certain material transactions or actions involving the limited liability company, including the sale, merger, conversion or dissolution of a limited liability company, the amendment of the limited liability company agreement or its certificate of formation, the issuance of additional interests or admission of new members, the incurrence of indebtedness or granting of liens, the acquisition of another business or any portion of another business, however effected, the timing and amount of distributions or the undertaking of any other action outside the ordinary course of the limited liability company's activities. The actions and transactions described in this paragraph are not intended to be exclusive and no inference may be made from the absence of a particular action or transaction from the list of actions and transactions in this paragraph. [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. § 1425 — ME Code / Title 31 / Chapter 19 / Section 1425
31 §1425. Proceeds and expenses
Status: in_force

1. Proceeds. Except as otherwise provided in subsection 2 : A. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Expenses. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1363 — ME Code / Title 31 / Chapter 19 / Section 1363
31 §1363. Sharing of distributions
Status: in_force

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 803-A — ME Code / Title 31 / Chapter 15 / Section 803-A
31 §803-A. Registered limited liability partnership name
Status: reserved

1. Requirements. A limited liability partnership name must contain the words "Limited Liability Partnership," the abbreviation "L.L.P." or the designation "LLP" unless the partnership is filing an assumed name under section 805‑A or a registration of name under section 806‑A . If the words "Limited Liability Partnership," "Limited Liability Partnership, Chartered," "Limited Liability Partnership, Professional Association," "Limited Liability Partnership, P.A." or any of the designations without commas are used, a limited liability partnership may also use the abbreviation "L.L.P." or the designation "LLP" without filing an assumed name under section 805‑A . [PL 2003, c. 344, Pt. C, §35 (NEW).]

2. Distinguishable name. Except as authorized by subsections 3 and 4 , a limited liability partnership name must be distinguishable on the records of the Secretary of State from: A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Marks registered under Title 10, chapter 301‑A unless the registered owner or holder of the mark is the same person or entity as the limited liability partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2003, c. 344, Pt. C, §35 (NEW).] [PL 2003, c. 344, Pt. C, §35 (NEW).]

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 2003, c. 344, Pt. C, §35 (NEW).] B. Inappropriately promotes abusive or unlawful activity; [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Falsely suggests an association with public institutions; or [PL 2003, c. 344, Pt. C, §35 (NEW).] D. Violates any other provision of the law of this State with respect to names. [PL 2003, c. 344, Pt. C, §35 (NEW).] [PL 2003, c. 344, Pt. C, §35 (NEW).]

4. Authorization to use name. A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 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 Secretary of State from the name of the applicant; or [PL 2003, c. 344, Pt. C, §35 (NEW).] B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. [PL 2003, c. 344, Pt. C, §35 (NEW).] [PL 2003, c. 344, Pt. C, §35 (NEW).]

5. Use of another limited liability partnership's name. A limited liability partnership may use the name, including the assumed or fictitious name, of another registered or foreign limited liability partnership that is used in this State if the other limited liability partnership is organized or authorized to transact business in this State and the limited liability partnership proposing to use the name: A. Has merged with the other limited liability partnership; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Has been formed by reorganization of the other limited liability partnership; or [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Has acquired all or substantially all of the assets, including the limited liability partnership name, of the other limited liability partnership. [PL 2003, c. 344, Pt. C, §35 (NEW).] [PL 2003, c. 344, Pt. C, §35 (NEW).]

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 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 2005, c. 543, Pt. D, §16 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Differences in the use of punctuation, capitalization or special characters. [PL 2003, c. 344, Pt. C, §35 (NEW).] [PL 2005, c. 543, Pt. D, §16 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).]

7. Change of limited liability partnership name by foreign limited liability partnership. If a foreign limited liability partnership authorized to transact business in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 855 that is accompanied by a statement of use of a fictitious name under section 805-A. [PL 2003, c. 344, Pt. C, §35 (NEW).]

8. Exception. Notwithstanding subsection 2 , the name of a limited liability partnership may be not distinguishable on the records of the Secretary of State if the foreign limited liability partnership was authorized to do business in this State prior to January 1, 1996 and had the right to use the name as its legal name before that date. [PL 2003, c. 344, Pt. C, §35 (NEW).]

9. Name of limited liability partnership revoked. Subsection 2 does not apply to the name of any partnership whose status as a limited liability partnership has been revoked on and after the 3rd anniversary of the revocation. [PL 2003, c. 344, Pt. C, §35 (NEW).]
31 M.R.S. § 1325 — ME Code / Title 31 / Chapter 19 / Section 1325
31 §1325. Signing and filing pursuant to judicial order
Status: in_force

1. Court order. If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the Superior Court to order: A. The person to sign the record; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The person to deliver the record to the Secretary of State for filing; or [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The Secretary of State to file the record unsigned. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Party to action. If the person aggrieved under subsection 1 is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Effective without signature. A record filed unsigned pursuant to this section is effective without being signed. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1087 — ME Code / Title 31 / Chapter 17 / Section 1087
31 §1087. Settlement of accounts and contributions among partners
Status: in_force

1. Application of assets. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership's obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Settlement of partnership accounts; distributions; contribution. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 1034 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Contribution by other partners; recovery. If a partner fails to contribute the full amount required under subsection 2 , all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 1034 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 1034 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Contribution for losses after settlement. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 1034 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Deceased partner's estate liable. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Enforcement for creditors. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1459 — ME Code / Title 31 / Chapter 19 / Section 1459
31 §1459. Publications
Status: in_force

1. Fee schedule. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set the procedures for the sale of these publications. Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Deposit in fund. All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this chapter and for funding new publications. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1368 — ME Code / Title 31 / Chapter 19 / Section 1368
31 §1368. Limitations on distribution
Status: in_force

1. In violation of partnership agreement. A limited partnership may not make a distribution in violation of the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Unable to pay debts or satisfy superior preferential rights. A limited partnership may not make a distribution if after the distribution: A. The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of partners whose preferential rights are superior to those of persons receiving the distribution. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Basis for determination that distribution not prohibited. A limited partnership may base a determination that a distribution is not prohibited under subsection 2 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Measuring effect of distribution. Except as otherwise provided in subsection 7 , the effect of a distribution under subsection 2 is measured: A. In the case of distribution by purchase, redemption or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. In all other cases, as of the date: (1) The distribution is authorized, if the payment occurs within 120 days after that date; or (2) The payment is made, if payment occurs more than 120 days after the distribution is authorized. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Indebtedness to partner and general, unsecured creditors. A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Indebtedness not considered liability. A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection 2 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Indebtedness issued as distribution; date payment made. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1356 — ME Code / Title 31 / Chapter 19 / Section 1356
31 §1356. Management rights of general partner
Status: in_force

1. General partner or partners. Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Consent required. The consent of each partner is necessary to: A. Amend the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Amend the certificate of limited partnership to add or, subject to section 1440 , delete a statement that the limited partnership is a limited liability limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

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

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

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

6. No remuneration. A general partner is not entitled to remuneration for services performed for the partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1071 — ME Code / Title 31 / Chapter 17 / Section 1071
31 §1071. Purchase of dissociated partner's interest
Status: in_force

1. Purchase of interest if no dissolution. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 1081 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Buyout price. The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under section 1087, subsection 2 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Damages for wrongful dissociation; interest. Damages for wrongful dissociation under section 1062, subsection 2 , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Indemnification. A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 1072 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Payment after 120 days. If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection 3 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Deferred payment. If a deferred payment is authorized under subsection 8 , the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection 3 , stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation. [PL 2005, c. 543, Pt. A, §2 (NEW).]

7. Disclosures with payment or tender. The payment or tender required by subsection 5 or 6 must be accompanied by the following: A. A statement of partnership assets and liabilities as of the date of dissociation; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The latest available partnership balance sheet and income statement, if any; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. An explanation of how the estimated amount of the payment was calculated; and [PL 2005, c. 543, Pt. A, §2 (NEW).] D. Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection 3 or other terms of the obligation to purchase. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

8. Wrongful dissociation. A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest. [PL 2005, c. 543, Pt. A, §2 (NEW).]

9. Dissociated partner's action against partnership. A dissociated partner may maintain an action against the partnership, pursuant to section 1045, subsection 2, paragraph B, subparagraph (2) , to determine the buyout price of that partner's interest, any offsets under subsection 3 , or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection 3 , and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection 8 , the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection 7 . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1354 — ME Code / Title 31 / Chapter 19 / Section 1354
31 §1354. General partner's liability
Status: in_force

1. Joint and several liability. Except as otherwise provided in subsections 2 and 3 , all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Pre-existing obligation. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Obligation of limited liability limited partnership. Subject to the provisions of subsection 4 , an obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 1356, subsection 2, paragraph B . [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Professional limited liability limited partnership exception. A partner of a professional limited liability limited partnership is jointly and severally liable for claims arising from the rendering of a professional service by such a professional limited liability partnership if that partner: A. Personally and directly participated in rendering that portion of the professional service that was performed negligently or in breach of any other legal duty; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Directly supervised and controlled that portion of the professional service rendered by another person that was performed negligently or in breach of any other legal duty. [PL 2005, c. 543, Pt. C, §2 (NEW).] For purposes of this subsection, a "professional limited liability limited partnership" means a limited liability limited partnership that, by virtue of the business conducted by it, would be required to incorporate under the Maine Professional Service Corporation Act if that limited partnership were a corporation. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1305 — ME Code / Title 31 / Chapter 19 / Section 1305
31 §1305. Powers
Status: in_force

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1524 — ME Code / Title 31 / Chapter 21 / Section 1524
31 §1524. Limited liability company agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company
Status: in_force

1. Manner of amendment. If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law. The approval of the person may be waived by the person and any conditions may be waived by all persons for whose benefit those conditions were intended. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Rights provided. A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Obligations to transferee or dissociated member. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the limited liability company agreement. An amendment to the limited liability company agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1377 — ME Code / Title 31 / Chapter 19 / Section 1377
31 §1377. Liability to other persons of person dissociated as general partner
Status: in_force

1. Liability of dissociated general partner. A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3 , the person is not liable for a limited partnership's obligation incurred after dissociation. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Liability when dissociation resulted in dissolution. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 1354 on an obligation incurred by the limited partnership under section 1394 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Liability when dissociation did not result in dissolution. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: A. A general partner would be liable on the transaction; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. At the time the other party enters into the transaction: (1) Less than 2 years has passed since the dissociation; and (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Release upon agreement with creditor. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Release upon creditor's agreement to material alteration without consent. A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1418 — ME Code / Title 31 / Chapter 19 / Section 1418
31 §1418. Action by Attorney General
Status: in_force

The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1599 — ME Code / Title 31 / Chapter 21 / Section 1599
31 §1599. Known claims against dissolved limited liability company
Status: in_force

1. Disposal of claims. A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection 2 at any time after the effective date of the dissolution of the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Notice. A dissolved limited liability company may give written notice of the dissolution in a record to the holder of any known claim. The notice must: A. Describe the information required to be included in a claim; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Provide a mailing address to which the claim is to be sent; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved limited liability company must receive the claim; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. State that, if not sooner barred, the claim will be barred pursuant to subsection 3 if not received by the deadline. [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. Claims barred. Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred: A. If a claimant who was given notice under subsection 2 does not deliver the claim to the dissolved limited liability company by the deadline; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. [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. Claims. For purposes of this section, "known claim" or "claim" includes unliquidated claims but not does include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. No extension of statute of limitations. Nothing in this section may be deemed to extend any otherwise applicable statute of limitations. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 808-A — ME Code / Title 31 / Chapter 15 / Section 808-A
31 §808-A. Grounds for revocation of registered limited liability partnership's status
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 808‑B to revoke the status of a partnership as a registered limited liability partnership if: [PL 2003, c. 631, §67 (NEW).]

1. Nonpayment of fees, penalties. The registered limited liability partnership does not pay when they are due any fees or penalties imposed by this chapter or other law; [PL 2003, c. 631, §67 (NEW).]

2. Failure to file annual report. The registered limited liability partnership does not deliver its annual report to the Secretary of State as required by section 873 ; [PL 2003, c. 631, §67 (NEW).]

3. Failure to pay late filing penalty. The registered limited liability partnership does not pay the annual report late filing penalty as required by section 874 ; [PL 2003, c. 631, §67 (NEW).]

4. Failure to maintain registered agent. The registered limited liability partnership is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. E, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Failure to notify of change of registered agent or address. The registered limited liability 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. E, §3 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Filing of false information. A partner or agent of the registered limited liability 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 2003, c. 631, §67 (NEW).]
31 M.R.S. § 1692 — ME Code / Title 31 / Chapter 21 / Section 1692
31 §1692. Savings clause
Status: repealed

1. Repeal does not affect. Except as provided in subsection 2 , the repeal of former chapter 13 does not affect: A. The operation of former chapter 13 or any action taken under it before its repeal; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under former chapter 13 before its repeal; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Any violation of former chapter 13 , or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Any proceeding, reorganization or dissolution commenced under former chapter 13 before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with former chapter 13 as if it had not been repealed. [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. Penalty or punishment. If a penalty or punishment imposed for violation of former chapter 13 is reduced by this chapter, the penalty or punishment if not already imposed must be imposed in accordance with this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 804-A — ME Code / Title 31 / Chapter 15 / Section 804-A
31 §804-A. Reserved name
Status: reserved

1. Reserve use of name. A person may reserve the exclusive use of a limited liability partnership name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability partnership name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant. [PL 2013, c. 99, §3 (AMD).]

2. Transfer of reservation. The owner of a reserved limited liability partnership name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee. [PL 2003, c. 344, Pt. C, §37 (NEW).]
31 M.R.S. § 1308 — ME Code / Title 31 / Chapter 19 / Section 1308
31 §1308. Limited partnership name; assumed name
Status: reserved

1. Requirements for real name. This subsection governs the real name of a limited partnership. A. A limited partnership name: (1) May contain the name of any partner; (2) Must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP," unless the limited partnership is filing an assumed name under subsection 2 or a registration of name under section 1309, subsection 2 . If the phrase "Limited Partnership" is used, a limited partnership may also use the abbreviation "L.P." or "LP" without filing an assumed name under subsection 2; and (3) May not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." unless it has been designed as a limited liability limited partnership. If so designated, the name must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "L.P." or "LP." [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as authorized by paragraphs C and D , a limited partnership name must be distinguishable on the records of the Secretary of State from: (1) The name of a corporation, nonprofit 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; (2) Assumed, fictitious, reserved and registered name filings for all entities; and (3) Marks registered under Title 10, chapter 301‑A , unless the registered owner or holder of the mark is the same person or entity as the limited partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that: (1) Consists of or comprises language that is obscene; (2) Inappropriately promotes abusive or unlawful activity; (3) Falsely suggests an association with public institutions; or (4) Violates any other provision of the law of this State with respect to names. [PL 2005, c. 543, Pt. C, §2 (NEW).] D. A limited partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in paragraph B . The Secretary of State shall authorize use of the name applied for if: (1) The entity in possession of the name applied for consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or (2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).] E. A limited partnership may use the name, including the assumed or fictitious name, of another domestic or foreign limited partnership that is used in this State if the other limited partnership is organized or authorized to transact business in this State and the limited partnership proposing to use the name: (1) Has merged with the other limited partnership; (2) Has been converted into another limited partnership; or (3) Has transferred substantially all of its assets including the conflicting name to the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] F. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following: (1) Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation"; (2) The presence or absence of the words or symbols of the words "and" and "the"; and (3) Differences in the use of punctuation, capitalization or special characters. [PL 2005, c. 543, Pt. C, §2 (NEW).] G. If a foreign limited partnership authorized to transact business in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 1412, subsection 2 that is accompanied by a statement of use of a fictitious name under section 1415 . [PL 2005, c. 543, Pt. C, §2 (NEW).] H. Notwithstanding subsection 2 , the name of a limited partnership may not be distinguishable on the records of the Secretary of State if the limited partnership was organized under the laws of this State prior to January 1, 1992 or the foreign limited partnership was authorized to do business in this State prior to January 1, 1992 and had the right to use the name as its legal name prior to January 1, 1992. [PL 2005, c. 543, Pt. C, §2 (NEW).] I. Subsection 2 does not apply to the name of any limited partnership, the certificate of which is suspended, on and after the 3rd anniversary of the suspension. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Requirements for use of assumed name. This subsection governs the use of an assumed name by a limited partnership. A. As used in this subsection, "assumed name" means a trade name or any name other than the real name of a limited partnership except a fictitious name. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Upon complying with this subsection, a domestic limited partnership or foreign limited partnership authorized to transact business in this State may transact its business in this State under one or more assumed names. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Prior to transacting business in this State under an assumed name, a limited partnership shall execute and deliver to the Secretary of State for filing a statement setting forth: (1) The limited partnership name; (2) That the limited partnership intends to transact business under an assumed name; (3) The assumed name that the limited partnership proposes to use; (4) If the assumed name is not to be used at all of the limited partnership's places of business in this State, the locations where it will be used; and (5) If a foreign limited partnership: (a) The jurisdiction of organization and its date of organization; and (b) The date on which it was authorized to transact business in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).] D. A separate statement must be executed and delivered for filing with respect to each assumed name that the limited partnership proposes to use. [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Each assumed name must comply with the requirements of subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).] F. If a limited partnership uses an assumed name without complying with the requirements of this subsection, the continued use of the assumed name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed name. [PL 2005, c. 543, Pt. C, §2 (NEW).] G. Notwithstanding its compliance with the requirements of this section, the use of an assumed name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if: (1) The assumed name did not, at the time the statement required by this subsection was filed, comply with the requirements of subsection 1 ; or (2) The assumed name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law. [PL 2005, c. 543, Pt. C, §2 (NEW).] H. The mere filing of a statement under this subsection does not constitute actual use of the assumed name set out in that statement for purposes of determining priority of rights. [PL 2005, c. 543, Pt. C, §2 (NEW).] I. A limited partnership may terminate an assumed name by executing and delivering a statement setting forth: (1) The name of the limited partnership; (2) That the limited partnership no longer intends to transact business under the assumed name; and (3) The assumed name the limited partnership intends to terminate. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1622 — ME Code / Title 31 / Chapter 21 / Section 1622
31 §1622. Statement of foreign qualification to conduct activities required
Status: in_force

1. Conduct of activities. A foreign limited liability company may not conduct activities in this State except in compliance with this subchapter and not until its statement of foreign qualification is filed in the records of the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Contents. A statement of foreign qualification must include: A. The name of the foreign limited liability company and, if the name does not comply with section 1508 , the fictitious name adopted pursuant to section 1624, subsection 1 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The name of the state or other jurisdiction under whose law the foreign limited liability company is formed and the date the foreign limited liability company was formed; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The street and mailing address of the foreign limited liability company's principal office; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. 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).] E. A statement that the foreign limited liability company is a foreign limited liability company as defined in section 1502, subsection 11 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. The nature of the business or purposes to be conducted or promoted in this State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. The name and business, residence and mailing address of each of its managers, if any; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. A certificate of existence or such other document that the Secretary of State determines to be suitable for purposes of proving the valid existence of the foreign limited liability company under the law of the State or other jurisdiction referenced in paragraph B , as long as the certificate or other document was issued not more than 90 days before the delivery of the statement to the office of the Secretary of State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] I. The date the foreign limited liability company commenced or expects to commence conducting activities in this State; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] J. If the foreign limited liability company is governed by an agreement that establishes or provides for the establishment of designated series having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations, a statement to that effect. In addition, the statement must declare whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof, and whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited liability company generally or any other series thereof are enforceable against the assets of such series. [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. Statement of change. Upon any change in circumstances that makes any statement contained in its filed statement of foreign qualification no longer true, a foreign limited liability company authorized to conduct activities in this State shall promptly deliver to the office of the Secretary of State, for filing, an appropriate statement of change so that its statement of foreign qualification is in all respects true. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Period to conduct activities. A foreign limited liability company is authorized to conduct activities in this State from the effective date of its statement of foreign qualification until the earlier of the effective date of its statement of foreign qualification cancellation and the effective date of the Secretary of State's revocation of the statement of foreign qualification in accordance with section 1625 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 805-A — ME Code / Title 31 / Chapter 15 / Section 805-A
31 §805-A. Assumed or fictitious name of limited liability partnership
Status: in_force

1. Assumed name defined. As used in this section, "assumed name" means a trade name or any name other than the real name of a limited liability partnership except a fictitious name. [PL 2003, c. 344, Pt. C, §39 (NEW).]

2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign limited liability partnership authorized to transact business in this State because its real name is unavailable pursuant to section 803‑A . [PL 2003, c. 344, Pt. C, §39 (NEW).]

3. Authorized to transact business. Upon complying with this section, a registered or foreign limited liability partnership authorized to transact business in this State may transact its business in this State under one or more assumed or fictitious names. [PL 2003, c. 344, Pt. C, §39 (NEW).]

4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited liability partnership shall execute and deliver to the Secretary of State for filing a statement setting forth: A. The limited liability partnership name; [PL 2003, c. 344, Pt. C, §39 (NEW).] B. That the limited liability partnership intends to transact business under an assumed or fictitious name; [PL 2003, c. 344, Pt. C, §39 (NEW).] C. The assumed or fictitious name that the limited liability partnership proposes to use; [PL 2003, c. 344, Pt. C, §39 (NEW).] D. If the assumed name is not to be used at all of the limited liability partnership's places of business in this State, the locations where that name will be used; and [PL 2003, c. 344, Pt. C, §39 (NEW).] E. If the company is a foreign limited liability partnership: (1) The jurisdiction of organization; and (2) The date on which it was authorized to transact business in this State. [PL 2003, c. 344, Pt. C, §39 (NEW).] A separate statement must be executed and delivered to the Secretary of State for filing with respect to each assumed or fictitious name that the limited liability partnership proposes to use. [PL 2003, c. 344, Pt. C, §39 (NEW).]

5. Compliance required. Each assumed or fictitious name must comply with the requirements of section 803‑A . [PL 2003, c. 344, Pt. C, §39 (NEW).]

6. Enjoin use of assumed or fictitious name. If a limited liability partnership uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name. [PL 2003, c. 344, Pt. C, §39 (NEW).]

7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed name 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 4 was filed, comply with the requirements of section 803‑A ; or [PL 2003, c. 344, Pt. C, §39 (NEW).] B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law. [PL 2003, c. 344, Pt. C, §39 (NEW).] The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for the purpose of determining priority of rights. [PL 2003, c. 344, Pt. C, §39 (NEW).]

8. Terminate use of assumed or fictitious name. A limited liability partnership may terminate an assumed or fictitious name by executing and delivering to the Secretary of State a statement setting forth: A. The name of the limited liability partnership; [PL 2003, c. 344, Pt. C, §39 (NEW).] B. That the limited liability partnership no longer intends to transact business under the assumed or fictitious name; and [PL 2003, c. 344, Pt. C, §39 (NEW).] C. The assumed or fictitious name the limited liability partnership intends to terminate. [PL 2003, c. 344, Pt. C, §39 (NEW).] [PL 2003, c. 344, Pt. C, §39 (NEW).]
31 M.R.S. § 815 — ME Code / Title 31 / Chapter 15 / Section 815
31 §815. Publications
Status: in_force

1. Fee for publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of those publications. [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Use of fees. Fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State to replace and update publications offered in accordance with this chapter and to fund new publications. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1414 — ME Code / Title 31 / Chapter 19 / Section 1414
31 §1414. Filing of certificate of authority
Status: in_force

Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this State and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1573 — ME Code / Title 31 / Chapter 21 / Section 1573
31 §1573. Charging order
Status: in_force

1. Transferable interest of judgment debtor. On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order and its terms, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of such transferable interest. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Payment to clerk of court. A limited liability company, after being served with the charging order and its terms, is entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court issuing the charging order, and the payment or deposit has the effect of discharging the limited liability company and the judgment debtor from liability for the amount so paid and any interest that might accrue thereon. Upon receipt of the payment, the clerk of the court shall notify the judgment creditor of the receipt of the payment. The judgment creditor shall, after the payment or deposit into the court, petition the court for payment of so much of the amount paid or deposited as is held by the court as may be necessary to pay the judgment creditor's judgment. To the extent the court has excess amounts paid or deposited on hand after the payment to the judgment creditor, the excess amounts paid or deposited must be distributed to the judgment debtor and the charging order must be extinguished. The court may in its discretion order the clerk to deposit, pending the judgment creditor's petition, any money paid or deposited with the clerk in an interest-bearing account at a bank authorized to receive deposits of public funds. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Lien. A charging order constitutes a lien on the judgment debtor's transferable interest. The charging order lien may not be foreclosed upon under this chapter or any other law. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Judgment debtor. Subject to subsection 3 : A. A judgment debtor that is a member retains the rights of a member and remains subject to all duties and obligations of a member; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. A judgment debtor that is a transferee retains the rights of a transferee and remains subject to all duties and obligations of a transferee. [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. Exemptions apply. This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. No right to property. Subject to the laws against fraudulent conveyances, a judgment creditor of a judgment debtor who is a member or transferee has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Exclusive remedy. This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest, and the judgment creditor may not foreclose upon the charging order or the judgment debtor's transferable interest. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made are not available under this chapter to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest and may not be ordered by a court. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 7 — ME Code / Title 31 / Chapter 1 / Section 7
31 §7. Inapplicable to corporations, limited partnerships or limited liability companies
Status: in_force

Sections 1 and 2 do not apply to corporations, limited partnerships or limited liability companies. A corporation desiring to do business under an assumed name shall file a statement as provided in Title 13‑C, section 404 . A limited partnership desiring to do business under an assumed name shall file a statement as provided in section 1308, subsection 2 . A limited liability company desiring to do business under an assumed name shall file a statement as provided in section 1510 . [PL 2009, c. 629, Pt. A, §3 (AFF); PL 2009, c. 629, Pt. B, §7 (AMD).]
31 M.R.S. § 1393 — ME Code / Title 31 / Chapter 19 / Section 1393
31 §1393. Winding up
Status: in_force

1. Purpose after dissolution. A limited partnership continues after dissolution only for the purpose of winding up its activities. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Winding up limited partnership. In winding up its activities, the limited partnership: A. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 1323 and perform other necessary acts; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities and marshal and distribute the assets of the partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Appointment to wind up activities. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: A. Has the powers of a general partner under section 1394 ; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Shall promptly amend the certificate of limited partnership to state: (1) That the limited partnership does not have a general partner; (2) The name of the person that has been appointed to wind up the limited partnership; and (3) The street and mailing address of the person. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Judicial supervision. On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: A. The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3 ; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The applicant establishes other good cause. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1310 — ME Code / Title 31 / Chapter 19 / Section 1310
31 §1310. Effect of partnership agreement; nonwaivable provisions
Status: in_force

1. Agreement governs; default. Except as otherwise provided in subsection 2 , the partnership agreement governs relations among the partners and between the partners and the partnership. It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Nonwaivable provisions. A partnership agreement may not: A. Vary a limited partnership's power under section 1305 to sue, be sued and defend in its own name; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Vary the law applicable to a limited partnership under section 1306 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Vary the requirements of section 1324 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Vary the information required under section 1311 or unreasonably restrict the right to information under section 1344 or 1357 , but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Vary the power of a person to dissociate as a general partner under section 1374, subsection 1 except to require that the notice under section 1373, subsection 1 be in a record; [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Vary the power of a court to decree dissolution in the circumstances specified in section 1392 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] G. Vary the requirement to wind up the partnership's business as specified in section 1393 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] H. Unreasonably restrict the right to maintain an action under subchapter 10 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] I. Restrict the right of a partner under section 1440, subsection 1 to approve a conversion or merger or the right of a general partner under section 1440, subsection 2 to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or [PL 2005, c. 543, Pt. C, §2 (NEW).] J. Restrict rights under this chapter of a person other than a partner or a transferee. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Implied covenant of good faith and fair dealing. Notwithstanding any other provision of this chapter, there exists, for purposes of this chapter, an implied contractual covenant of good faith and fair dealing in every partnership agreement which may not be eliminated by the terms of the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1016 — ME Code / Title 31 / Chapter 17 / Section 1016
31 §1016. Access to Secretary of State's database
Status: in_force

The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt rules to establish a fee schedule and governing procedures. 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. A, §2 (NEW).]
31 M.R.S. § 853 — ME Code / Title 31 / Chapter 15 / Section 853
31 §853. Evidence of authority to do business
Status: in_force

If the Secretary of State finds that an application for the authority to do business conforms to the requirements of this chapter and all requisite fees have been paid, the Secretary of State shall: [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Attest application. Attest that the application has been filed by: A. Endorsing upon the original application the word "filed" and the day, month and year of the filing. The person delivering the application for filing may have the endorsement include the hour and minute of the filing of the application. This endorsement is conclusive of the date and time, if included in the endorsement, and of its filing in the absence of actual fraud; and [PL 1995, c. 633, Pt. B, §1 (NEW).] B. Signing, initialing or placing an identifying mark on the endorsement in paragraph A in person or by agent; [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. File the application. File and index the endorsed application; and [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Copy to limited liability partnership. Furnish to the person submitting the document for filing, or that person's representative, an attested copy of the application. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1401 — ME Code / Title 31 / Chapter 19 / Section 1401
31 §1401. Appeal from denial of reinstatement of domestic limited partnership
Status: in_force

1. Denial of reinstatement. If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership as required by section 1399, subsection 10 with a written notice that explains the reason or reasons for denial. [PL 2007, c. 323, Pt. F, §26 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Appeal. A domestic limited partnership may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the limited partnership's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The limited partnership appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the limited partnership's application for reinstatement and the Secretary of State's notice of denial. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited partnership or may take other action the court considers appropriate. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1551 — ME Code / Title 31 / Chapter 21 / Section 1551
31 §1551. Admission of a member
Status: in_force

1. In connection with formation. In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later of: A. The formation of the limited liability company; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person's admission is reflected in the records of 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. After formation. After formation of a limited liability company, a person is admitted as a member of the limited liability company: A. As provided in the limited liability company agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. As the result of a transaction effective under subchapter 12 ; [PL 2011, c. 113, Pt. A, §10 (AMD).] C. With the consent of all the members; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. If, within 90 consecutive days after the limited liability company ceases to have any members: (1) All holders of the transferable interest last transferred by the last person to have been a member consent to the designation of a person to be admitted as a member; and (2) The designated person consents to be admitted as a member effective as of the date the last person to have been a member ceased to be a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §10 (AMD).]

3. Admission without transferable interest or contribution. A person may be admitted as a member without acquiring a transferable interest and without making or being obligated to make a contribution 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. § 852 — ME Code / Title 31 / Chapter 15 / Section 852
31 §852. Authority to do business required; application
Status: in_force

Before doing business in this State, a foreign limited liability partnership must obtain authority to do business from the Secretary of State. [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Definitions. As used in this subchapter, "doing business," "the doing of business" or "business done in this State" by a foreign limited liability partnership means the course or practice of carrying on any business activities in this State. For purposes of this subsection, a foreign limited liability partnership is not considered to be transacting business in this State solely for carrying on one or more of the following activities: A. Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. Holding meetings of its partners or carrying on other activities concerning its internal affairs; [PL 1995, c. 633, Pt. B, §1 (NEW).] C. Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust company or stock or bond brokerage accounts; [PL 1995, c. 633, Pt. B, §1 (NEW).] D. Maintaining offices or agencies for the transfer, exchange and registration of its interests or appointing and maintaining trustees or depositories with relation to its interests; [PL 1995, c. 633, Pt. B, §1 (NEW).] E. Effecting sales through independent contractors; [PL 1995, c. 633, Pt. B, §1 (NEW).] F. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, when the orders require acceptance outside this State before becoming binding contracts and when the contracts do not involve any local performance other than delivery and installation; [PL 1995, c. 633, Pt. B, §1 (NEW).] G. Making loans or creating or acquiring evidence of debt, mortgages or liens on real or personal property or recording the debts, mortgages or liens; [PL 1995, c. 633, Pt. B, §1 (NEW).] H. Securing or collecting debts or enforcing any rights in property securing those debts; [PL 1995, c. 633, Pt. B, §1 (NEW).] I. Effecting transactions in interstate or foreign commerce; [PL 1995, c. 633, Pt. B, §1 (NEW).] J. Owning or controlling a subsidiary corporation incorporated in or transacting business within this State; [PL 1995, c. 633, Pt. B, §1 (NEW).] K. Owning or controlling a general or limited partnership or a limited liability company organized or transacting business within this State; [PL 1995, c. 633, Pt. B, §1 (NEW).] L. Conducting an isolated transaction not in the course of a number of repeated similar transactions; [PL 1995, c. 633, Pt. B, §1 (NEW).] M. Serving as trustee, executor, administrator or guardian or in like fiduciary capacity as permitted by the laws of this State; or [PL 1995, c. 633, Pt. B, §1 (NEW).] N. Being a partner in a registered limited partnership or a domestic general partnership or a member in a limited liability company. [PL 2011, c. 113, Pt. B, §1 (AMD).] This subsection is not intended to exclude other activities that do not constitute transacting business in this State. [PL 2011, c. 113, Pt. B, §1 (AMD).]

2. Execution. The foreign limited liability partnership shall submit to the Secretary of State an application for authority to do business, executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation on a form prescribed by or furnished by the Secretary of State. [PL 2007, c. 323, Pt. E, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Contents of the application. The application must include: A. The name of the foreign limited liability partnership and, if different, the name under which that partnership proposes to apply for authority to do business in this State; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. The state or country where organized, the date of its organization and a statement that, as of the date of filing, the foreign limited liability partnership validly exists as a limited liability partnership under the laws of the jurisdiction of its organization; [PL 1995, c. 633, Pt. B, §1 (NEW).] C. The nature of the business or purposes to be conducted or promoted in this State; [PL 1995, c. 633, Pt. B, §1 (NEW).] D. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. E, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] E. [PL 2007, c. 323, Pt. E, §17 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] F. The name and business, residence or mailing address of the contact partner; [PL 1995, c. 633, Pt. B, §1 (NEW).] G. The date on which the foreign limited liability partnership first did, or intends to do, business in this State; [PL 1995, c. 633, Pt. B, §1 (NEW).] H. A certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is organized. In lieu of a certificate of existence, a copy of the foreign limited liability partnership's registration certified or stamped by the secretary of state or other proper officer in its domestic jurisdiction is a sufficient equivalent if such an officer does not produce any other type of certificate of existence. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing; [PL 2005, c. 302, §18 (AMD).] I. The address of the registered or principal office of the limited liability partnership in the jurisdiction of its organization or the principal office wherever located; and [PL 2005, c. 302, §19 (AMD).] J. In the case of a professional limited liability partnership, the professional service or services to be rendered in the State and a statement that all its partners are licensed in one or more states to render a professional service disclosed in its application. [PL 2005, c. 302, §20 (NEW).] [PL 2007, c. 323, Pt. E, §§16, 17 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 829 — ME Code / Title 31 / Chapter 15 / Section 829
31 §829. Materially inaccurate statement
Status: in_force

1. Liability. If the certificate of renunciation, certificate of limited liability partnership or certificate of amendment contains a materially inaccurate statement, a person who suffers loss by reasonable reliance on the statement may recover damages for the loss from: A. A partner who executes the certificate and knew or should have known that the statement was inaccurate in a material respect at the time the certificate was executed; and [PL 1995, c. 633, Pt. B, §1 (NEW).] B. A partner who thereafter knows that an arrangement or other fact described in the certificate is inaccurate in any material respect or has changed, making the statement inaccurate in any material respect, if that partner had sufficient time to amend or cancel the certificate or to file a petition for the amendment or cancellation before the statement was reasonably relied upon. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Exception. Notwithstanding subsection 1 , a partner does not have liability for failing to cause the amendment or renunciation of a certificate to be filed or failing to file a petition for amendment or renunciation pursuant to subsection 1 if the certificate of amendment, certificate of renunciation or petition is filed within 90 days of the date that partner knew or should have known the certificate was inaccurate in any material respect. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1456 — ME Code / Title 31 / Chapter 19 / Section 1456
31 §1456. Rules
Status: in_force

The Secretary of State may adopt rules not inconsistent with this chapter pertaining to the filing of documents with the Secretary of State. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A . These may include, but are not limited to, rules to: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Forms. Prescribe forms for any or all documents required or permitted to be delivered for filing under this chapter and to refuse to file documents not utilizing these prescribed forms; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Approve filing. Refuse to file any document that is not clearly legible or that may not be clearly reproducible photographically; [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Appoint designee. Appoint a designee or other agent to receive documents for filing and to file documents on behalf of the Secretary of State; [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Electronic filings; facsimile signatures. Permit the filing of documents by electronic transmission and permit facsimile signatures on documents to be filed; [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Effective dates of filings. Unless specifically stated in this chapter, set forth the effective dates of filings required by this chapter; and [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Annual report filing date. Provide alternative dates for filing annual reports and for determining the dates covered by those reports. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1626 — ME Code / Title 31 / Chapter 21 / Section 1626
31 §1626. Procedure for and effect of revocation
Status: in_force

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1625 for the revocation of a statement of foreign qualification, the Secretary of State shall serve the foreign limited liability company with a written notice of the Secretary of State's determination as required by subsection 7 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Revocation. The statement of foreign qualification is revoked if the Secretary of State determines that the foreign limited liability company has failed to correct the ground or grounds for revocation within 60 days after the notice under subsection 1 was issued. The Secretary of State shall send notice to the foreign limited liability company as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation. [PL 2011, c. 113, Pt. A, §18 (AMD).]

3. Authority to transact business ceases. The authority of a foreign limited liability company to transact business in this State ceases on the date of revocation of its authority. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a statement of foreign qualification appoints the Secretary of State as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited liability company was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign limited liability company at its principal office shown in its most recent annual report or in any subsequent communication received from the foreign limited liability company stating the current mailing address of its principal office or, if no other address is on file, in its statement of foreign qualification. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Registered agent; not terminated. Revocation of a statement of foreign qualification in this State does not terminate the authority of the registered agent of the foreign limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Authorization after revocation. A foreign limited liability company whose statement of foreign qualification 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 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Delivery of notice. The Secretary of State shall send notice of the determination under subsection 1 by regular mail and the service upon the foreign limited liability company is perfected 5 days after the Secretary of State deposits the notice of the 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, on file for the foreign limited liability company. [PL 2011, c. 420, Pt. B, §2 (AMD); PL 2011, c. 420, Pt. B, §4 (AFF).]
31 M.R.S. § 1440 — ME Code / Title 31 / Chapter 19 / Section 1440
31 §1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
Status: in_force

1. Consent for personal liability; exceptions. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: A. The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The partner has consented to the provision of the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Consent required for amendment to certificate; exception. An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless: A. The limited partnership's partnership agreement provides for the amendment with the consent of fewer than all the general partners; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Insufficient consent. A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1691 — ME Code / Title 31 / Chapter 21 / Section 1691
31 §1691. Relation to electronic signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but does not modify, limit or supersede Section 101(c) of that Act, 15 United States Code, Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that Act, 15 United States Code, Section 7003(b). [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1629 — ME Code / Title 31 / Chapter 21 / Section 1629
31 §1629. Effect of failure to have statement of foreign qualification
Status: in_force

1. Conducting activities; maintaining proceeding. A foreign limited liability company conducting activities in this State, or anyone on its behalf, may not maintain a proceeding in any court in this State for the collection of its debts unless an effective statement of foreign qualification for the foreign limited liability company is in the records of the office of the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Stay proceeding. A court may stay a proceeding commenced by a foreign limited liability company until it determines whether the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State. If the court determines that the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State, the court may further stay the proceeding until there is an effective statement of foreign qualification on file with the office of the Secretary of State with respect to the foreign limited liability company. If a court determines that a foreign limited liability company is required to have a statement of foreign qualification on file with the office of the Secretary of State, and the foreign limited liability company subsequently delivers for filing to the office of the Secretary of State a statement of foreign qualification, a proceeding in any court in this State to which the foreign limited liability company is a party may not, after the effective date of the statement of foreign qualification, be dismissed by reason of the foreign limited liability company's prior noncompliance with section 1622 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Civil penalty. A foreign limited liability company is liable for a civil penalty of $500 for each year, or portion thereof, it transacts business in this State without first complying with the requirements of section 1622 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Recovery of civil penalty. The civil penalty set forth in subsection 3 may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has conducted activities in this State in violation of this subchapter, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conducting of activities by the foreign limited liability company and its agents and the further exercise of any rights and privileges of a foreign limited liability company in this State until all amounts plus any interest and court costs that the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Validity of acts; defending proceeding. Notwithstanding subsections 1 and 2 , the conducting of activities in this State by a foreign limited liability company without having a statement of foreign qualification on file in the records of the office of the Secretary of State does not impair the validity of the acts of the foreign limited liability company or prevent the foreign limited liability company from defending any proceeding in this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Debts; obligations; liabilities. A member or agent of a foreign limited liability company is not liable for the debts, obligations or other liabilities of the foreign limited liability company solely because the foreign limited liability company conducted activities in this State without a statement of foreign qualification being on file with the office of the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1643 — ME Code / Title 31 / Chapter 21 / Section 1643
31 §1643. Filings required for merger; effective date
Status: in_force

1. Signature on statement of merger. After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: A. Each constituent limited liability company, as provided in section 1676, subsection 1 ; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Each other constituent organization, as provided in its governing statute. [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. Contents. A statement of merger under this section must include: A. The name and form of each constituent organization and the jurisdiction of its governing statute and the date of organization of each constituent organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The name and form of the surviving organization, the jurisdiction of its governing statute, the date of its organization, the address of its principal office and, if the surviving organization is 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 date the merger is effective under the governing statute of the surviving organization; [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: (1) If the surviving organization will be a limited liability company, the limited liability company's certificate of formation; or (2) If the surviving organization will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. If the surviving organization exists before the merger: (1) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization that are in a public record; or (2) A statement that the organizational documents remain unchanged; [PL 2011, c. 113, Pt. A, §22 (RPR).] F. A statement as to each constituent organization that the merger was approved as required by the constituent organization's governing statute and as required by the organizational documents of each constituent organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. If the surviving organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1644, subsection 2 ; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. Any additional information required by the governing statute of any constituent organization. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §22 (AMD).]

3. Filing of statement of merger. The surviving organization shall deliver the statement of merger signed by each constituent organization for filing with the office of the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Effective date of merger. A merger becomes effective under this subchapter: A. If the surviving organization is a limited liability company, upon the later of: (1) Compliance with subsection 3 ; and (2) As specified in the statement of merger; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. [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. § 1394 — ME Code / Title 31 / Chapter 19 / Section 1394
31 §1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution
Status: in_force

1. General partner's act after dissolution. A limited partnership is bound by a general partner's act after dissolution that: A. Is appropriate for winding up the limited partnership's activities; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Would have bound the limited partnership under section 1352 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Dissociated general partner's act after dissolution. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: A. At the time the other party enters into the transaction: (1) Less than 2 years has passed since the dissociation; and (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The act: (1) Is appropriate for winding up the limited partnership's activities; or (2) Would have bound the limited partnership under section 1352 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1051 — ME Code / Title 31 / Chapter 17 / Section 1051
31 §1051. Partner not co-owner of partnership property
Status: in_force

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1321 — ME Code / Title 31 / Chapter 19 / Section 1321
31 §1321. Formation of limited partnership; certificate of limited partnership
Status: in_force

1. Certificate of limited partnership. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: A. The name of the limited partnership, which must comply with section 1308 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. The name and the street and mailing address of each general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Whether the limited partnership is a limited liability limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Any additional information required by subchapter 11 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Other matters. A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 1310, subsection 2 in a manner inconsistent with that section. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Formed when filed. If there has been substantial compliance with subsection 1 , subject to section 1326, subsection 3 a limited partnership is formed when the Secretary of State files the certificate of limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Inconsistencies between agreement and filed document. Subject to subsection 2 , if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination or change or filed articles of conversion or merger: A. The partnership agreement prevails as to partners and transferees; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The filed certificate of limited partnership, statement of dissociation, termination or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1597 — ME Code / Title 31 / Chapter 21 / Section 1597
31 §1597. Right to wind up business and activities
Status: in_force

1. Wind up activities. After dissolution, the remaining members, if any, and if none, a person appointed by all holders of the transferable interest last transferred by the last person to have been a member, may wind up the limited liability company's activities. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Judicial supervision. The Superior Court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities: A. On application of a member, if the applicant establishes good cause; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. On the application of a transferee, if: (1) The limited liability company does not have any members; and (2) Within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection 1 ; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. In connection with a proceeding under section 1595, subsection 1, paragraph E or F . [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. § 1304 — ME Code / Title 31 / Chapter 19 / Section 1304
31 §1304. Nature, purpose and duration of entity
Status: in_force

1. Nature. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Purpose. A limited partnership may be organized under this chapter for any lawful purpose. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Duration. A limited partnership has a perpetual duration. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1095 — ME Code / Title 31 / Chapter 17 / Section 1095
31 §1095. Merger of partnerships
Status: in_force

1. Merger pursuant to plan. Pursuant to a plan of merger approved as provided in subsection 3 , a partnership may be merged with one or more partnerships or limited partnerships. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Plan of merger. The plan of merger must set forth: A. The name, the jurisdiction of organization and the date of organization of each partnership or limited partnership that is a party to the merger; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The name of the surviving entity into which the other partnerships or limited partnerships will merge; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Whether the surviving entity is a partnership or a limited partnership and the status of each partner; [PL 2005, c. 543, Pt. A, §2 (NEW).] D. The terms and conditions of the merger; [PL 2005, c. 543, Pt. A, §2 (NEW).] E. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and [PL 2005, c. 543, Pt. A, §2 (NEW).] F. The street address of the surviving entity's chief executive office. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Approval of plan. The plan of merger must be approved: A. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and [PL 2005, c. 543, Pt. A, §2 (NEW).] B. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Amendment or abandonment. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Effective date of merger. The merger takes effect on the later of: A. The approval of the plan of merger by all parties to the merger, as provided in subsection 3 ; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Any effective date specified in the plan of merger. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1533 — ME Code / Title 31 / Chapter 21 / Section 1533
31 §1533. Cancellation of certificate of formation
Status: in_force

1. Cancellation. A certificate of formation is cancelled upon each of the following: A. The dissolution and the completion of winding up and liquidation of the activities and affairs of a limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. As provided in section 1593, subsection 4 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting converted organization in a merger or consolidation; or [PL 2011, c. 113, Pt. A, §9 (AMD).] D. Upon the filing of a certificate of conversion to a foreign organization or upon the future effective date or time of a certificate of conversion to a foreign organization. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §9 (AMD).]

2. Certificate of cancellation. A certificate of cancellation must be delivered for filing in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and must set 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. The date of filing of the limited liability company's certificate of formation; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. A statement that the limited liability company is dissolved and the date of dissolution, if known; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. The future effective date or time, which must be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate of cancellation; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. Any other information the person filing the certificate of cancellation determines necessary. [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. Certificate of good standing. The Secretary of State may not issue a certificate of good standing with respect to a limited liability company if its certificate of formation is cancelled. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Application of section 1544. The filing of a certificate of cancellation by the Secretary of State does not abate, suspend or otherwise alter the application of section 1544 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 806-A — ME Code / Title 31 / Chapter 15 / Section 806-A
31 §806-A. Registered name of foreign limited liability partnership
Status: in_force

1. Register limited liability partnership name. A foreign limited liability partnership may register its limited liability partnership name if the name is distinguishable on the records of the Secretary of State pursuant to section 803-A . [PL 2003, c. 344, Pt. C, §41 (NEW).]

2. Application. To register its limited liability partnership name, a foreign limited liability partnership must execute and deliver to the Secretary of State for filing an application that: A. Sets forth its limited liability partnership name, the state or country and date of its organization, the address of its principal office wherever located and a brief description of the nature of the business in which it is engaged; and [PL 2003, c. 344, Pt. C, §41 (NEW).] B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is organized. In lieu of a certificate of existence, a copy of the foreign limited liability partnership's registration certified or stamped by the secretary of state or other proper officer in its domestic jurisdiction is a sufficient equivalent if such an officer does not produce any other type of certificate of existence. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2003, c. 344, Pt. C, §41 (NEW).] [PL 2003, c. 344, Pt. C, §41 (NEW).]

3. Applicant's exclusive use. A limited liability partnership name is registered for a foreign limited liability partnership's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed. [PL 2003, c. 344, Pt. C, §41 (NEW).]

4. Renewal of registered name. A foreign limited liability partnership whose registration under this section is effective may renew it for a successive year by delivering for filing to the Secretary of State between October 1st and December 31st a renewal application that complies with the requirements of subsection 2 . The renewal application, when filed, renews the registration for the following calendar year. [PL 2003, c. 344, Pt. C, §41 (NEW).]

5. Qualify as foreign limited liability partnership. A foreign limited liability partnership whose registration under this section is effective may, after the registration is effective, qualify as a foreign limited liability partnership under the registered name or may consent in writing to the use of that name by a registered limited liability partnership organized under this Act or by another foreign limited liability partnership authorized to transact business in this State. The registration terminates when the partnership becomes a registered limited liability partnership or the foreign limited liability partnership qualifies or consents to the qualification of another foreign limited liability partnership under the registered name. [PL 2003, c. 344, Pt. C, §41 (NEW).]
31 M.R.S. § 1422 — ME Code / Title 31 / Chapter 19 / Section 1422
31 §1422. Derivative action
Status: in_force

A partner may maintain a derivative action to enforce a right of a limited partnership if: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Demand for limited partnership to enforce. The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Demand futile. A demand would be futile. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1398 — ME Code / Title 31 / Chapter 19 / Section 1398
31 §1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred
Status: in_force

If a claim against a dissolved limited partnership is barred under section 1396 or 1397 , any corresponding claim under section 1354 is also barred. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1362 — ME Code / Title 31 / Chapter 19 / Section 1362
31 §1362. Liability for contribution
Status: in_force

1. Obligation not excused by death, disability or other inability. A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability or other inability to perform personally. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Obligation to contribute money equal to promised nonmonetary contribution. If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Obligation in violation of chapter; enforcement by creditor. The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership that extends credit or otherwise acts in reliance on an obligation described in subsection 1 , without notice of any compromise under this subsection, may enforce the original obligation. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1646 — ME Code / Title 31 / Chapter 21 / Section 1646
31 §1646. Action on plan of conversion by converting limited liability company
Status: in_force

1. Consent. A plan of conversion must be consented to by all the members of a converting limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Amend or abandon. After a conversion is approved, and at any time before the statement of conversion is delivered to the office of the Secretary of State for filing under section 1647 , a converting limited liability company may amend the plan or abandon the conversion: A. As provided in the plan; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. [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. § 1432 — ME Code / Title 31 / Chapter 19 / Section 1432
31 §1432. Conversion
Status: in_force

1. Conversion to or from limited partnership. An organization other than a limited partnership may convert to a limited partnership and a limited partnership may convert to another organization pursuant to this section and sections 1433 to 1435 and a plan of conversion if: A. The other organization's governing statute authorizes the conversion; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The other organization complies with its governing statute in effecting the conversion. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Plan of conversion. A plan of conversion must be in a record and must include: A. The name and form of the organization before conversion; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The name and form of the organization after conversion; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration; and [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The organizational documents of the converted organization. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1511 — ME Code / Title 31 / Chapter 21 / Section 1511
31 §1511. Registered name of foreign limited liability company
Status: in_force

1. Register limited liability company name. A foreign limited liability company may register its limited liability company name if the name is distinguishable on the records of the office of the Secretary of State pursuant to section 1508 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Application. To register its limited liability company name, a foreign limited liability company must execute and deliver to the office of the Secretary of State for filing an application that: A. Sets forth its limited liability company name, the state or other jurisdiction of its organization, the date of its organization in its jurisdiction of organization, the address of its principal office wherever located and a brief description of the nature of the business in which it is engaged; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability company records in the state or other jurisdiction under whose law the foreign limited liability company is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [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. Applicant's exclusive use. A limited liability company name is registered for a foreign limited liability company's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Renewal of registered name. A foreign limited liability company whose registration under this section is effective may renew it for a successive year by delivering for filing to the office of the Secretary of State between October 1st and December 31st a renewal application that complies with the requirements of subsection 2 . The renewal application, when filed, renews the registration for the following calendar year. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Qualify as foreign limited liability company. A foreign limited liability company whose registration under this section is effective may, after the registration is effective, file a statement of foreign qualification as a foreign limited liability company under the registered name or may consent in writing to the use of that name by a limited liability company organized under this chapter or by another foreign limited liability company authorized to transact business in this State. The registration terminates when the limited liability company is organized or the foreign limited liability company files a statement of foreign qualification or consents to the qualification of another foreign limited liability company under the registered name. [PL 2011, c. 113, Pt. B, §6 (AMD).]
31 M.R.S. § 810 — ME Code / Title 31 / Chapter 15 / Section 810
31 §810. Service of nonresident partners of registered limited liability partnerships
Status: in_force

1. Secretary of State; agent to receive service. Each partner of a registered limited liability partnership who is a nonresident of this State or who becomes a nonresident is deemed to have appointed the Secretary of State as an agent to receive service of process upon that partner in an action or proceeding relating to actions of a registered limited liability partnership that arises while that partner was serving in that capacity. [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Method of serving process. Service of process upon the Secretary of State must be made in the same manner as provided by the Maine Rules of Civil Procedure, Rule 4(d)(8), as amended, in the case of service upon the Secretary of State as an agent of a foreign limited liability partnership. A copy of the process must be mailed to the nonresident partner at the business, residence or mailing address of the partner shown on the limited liability partnership's certificate or most recent annual report. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Service on nonresident partner. Service under this section also may be made by delivery of a copy of the process to the nonresident partner at the partner's address outside the State. Proof of that delivery must be made by affidavit of the person making delivery and the affidavit must be filed with the clerk of the court in which the action or proceeding is pending. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 859-C — ME Code / Title 31 / Chapter 15 / Section 859-C
31 §859-C. Appeal from revocation
Status: in_force

1. Petition to appeal revocation. A foreign limited liability partnership may appeal the Secretary of State's revocation of its authority to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign limited liability partnership may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its application for authority and the Secretary of State's notice of revocation. [PL 2003, c. 631, §71 (NEW).]

2. Court order. The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers appropriate. [PL 2003, c. 631, §71 (NEW).]

3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings. [PL 2003, c. 631, §71 (NEW).]
31 M.R.S. § 1382 — ME Code / Title 31 / Chapter 19 / Section 1382
31 §1382. Transfer of partner's transferable interest
Status: in_force

1. Transfer. A transfer, in whole or in part, of a partner's transferable interest: A. Is permissible; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection 3 or to inspect or copy the required information or the limited partnership's other records. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Transferee's right to receive. A transferee has a right to receive, in accordance with the transfer: A. Distributions to which the transferor would otherwise be entitled; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Upon the dissolution and winding up of the limited partnership's activities, the net amount otherwise distributable to the transferor. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Account for transferee. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Transferor retains all other rights, duties and obligations. Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Notice of transfer. A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Transfer in violation of restriction. A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Transferee's liability for transferor's obligations. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under sections 1361 and 1369 . However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1552 — ME Code / Title 31 / Chapter 21 / Section 1552
31 §1552. Form of contribution
Status: in_force

A contribution may consist of cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1662 — ME Code / Title 31 / Chapter 21 / Section 1662
31 §1662. Service of process
Status: in_force

Service of process, notice or demand required or permitted by law on a limited liability company is governed by Title 5, section 113 . [PL 2011, c. 113, Pt. A, §26 (AMD).]