31 M.R.S. § 1357 — ME Code / Title 31 / Chapter 19 / Section 1357
31 §1357. Right of general partner and former general partner to information
Status: in_force

1. Right to inspect and copy. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: A. In the limited partnership's principal office, required information; and [PL 2007, c. 323, Pt. F, §18 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §18 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Information furnished to general partner. Each general partner and the limited partnership shall furnish to a general partner: A. Without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. On demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Right of dissociated general partner. Subject to subsection 5 , on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection 1 at the location specified in subsection 1 if: A. The information or record pertains to the period during which the person was a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The person seeks the information or record in good faith; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The person satisfies the requirements imposed on a limited partner by section 1344, subsection 2 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Response to demand. The limited partnership shall respond to a demand made pursuant to subsection 3 in the same manner as provided in section 1344, subsection 3 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

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

6. Reasonable restrictions on use of information. The limited partnership may impose reasonable restrictions on the use of information under this section. In any 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).]

7. Reasonable costs of copying. A limited partnership may charge a person dissociated as a general partner 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).]

8. Exercise of rights. A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 6 or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Transferee; individual under legal disability. The rights under this section do not extend to a person as transferee, but the rights under subsection 3 of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under section 1373, subsection 7, paragraph B or C . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1381 — ME Code / Title 31 / Chapter 19 / Section 1381
31 §1381. Partner's transferable interest
Status: in_force

The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1509 — ME Code / Title 31 / Chapter 21 / Section 1509
31 §1509. Reservation of name
Status: reserved

1. Reserve use of name. A person may reserve the exclusive use of a limited liability company name, including an assumed or fictitious name, by executing and delivering for filing an application to the office of 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 company 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, §5 (AMD).]

2. Transfer of reservation. The owner of a reserved limited liability company name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the office of the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1053 — ME Code / Title 31 / Chapter 17 / Section 1053
31 §1053. Transfer of partner's transferable interest
Status: in_force

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

2. Transferee of partner's interest. A transferee of a partner's transferable interest in the partnership has a right: A. To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and [PL 2005, c. 543, Pt. A, §2 (NEW).] C. To seek under section 1081, subsection 6 , a judicial determination that it is equitable to wind up the partnership business. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Account of transaction to transferee. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. [PL 2005, c. 543, Pt. A, §2 (NEW).]

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

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

6. Transfer in violations. A transfer of a partner's transferable interest in the 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. A, §2 (NEW).]
31 M.R.S. § 828 — ME Code / Title 31 / Chapter 15 / Section 828
31 §828. Filing
Status: in_force

1. Original filing. An original signed copy of a certificate or other document authorized to be filed under a provision of this chapter must be delivered to the Secretary of State. A. A person who executes a document as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. [PL 1995, c. 633, Pt. B, §1 (NEW).] B. Unless the Secretary of State finds that the certificate or other document on its face does not conform to law, upon receipt of all filing fees required by law, the Secretary of State shall attest that the document has been filed with the Secretary of State by endorsing on that document the word "filed" and the day, month and year of the filing and by signing or initialing that endorsement in person or by agent. If the person delivering the document for filing so requests, the endorsement must include the hour and minute of the filing of the document. [PL 1995, c. 633, Pt. B, §1 (NEW).] C. The endorsement is known as the "filing date" of the document and is conclusive of the date and the time, if included in the endorsement, of filing in the absence of actual fraud. [PL 1995, c. 633, Pt. B, §1 (NEW).] D. The Secretary of State may use an identifying mark in lieu of signing or initialing. [PL 1995, c. 633, Pt. B, §1 (NEW).] E. The filing date is the date first received unless otherwise specified by law or rule. [PL 1995, c. 633, Pt. B, §1 (NEW).] F. The Secretary of State shall file and index the original copy. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Attested copy. The Secretary of State shall promptly make a copy of the original certificate or document and attest that copy by marking upon it the same endorsement that is required to appear upon the original, together with a further endorsement that the copy is a true copy of the original document. The attested copy must be returned to the person submitting the document for filing or to that person's representative. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1311 — ME Code / Title 31 / Chapter 19 / Section 1311
31 §1311. Required information
Status: in_force

A limited partnership shall maintain at its principal office the following information: [PL 2007, c. 323, Pt. F, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

1. List of partners. A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Certificate, amendments, restatements, powers of attorney. A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed; [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Conversion or merger. A copy of any filed articles of conversion or merger; [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Income tax returns and reports. A copy of the limited partnership's federal, state and local income tax returns and reports, if any, for the 3 most recent years; [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Partnership agreement, amendments. A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Financial statement. A copy of any financial statement of the limited partnership for the 3 most recent years; [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Annual reports. A copy of the 3 most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to section 1330 ; [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. Record of consent. A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Record of contributions, transferable interests, events causing dissolution. Unless contained in a partnership agreement made in a record, a record stating: A. The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Events upon the happening of which the limited partnership is to be dissolved and its activities wound up. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1003 — ME Code / Title 31 / Chapter 17 / Section 1003
31 §1003. Effect of partnership agreement; nonwaivable provisions
Status: in_force

1. Partnership agreement governs; default. Except as otherwise provided in subsection 2 , relations among the partners and between the partners and the partnership are governed by the partnership agreement. 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. A, §2 (NEW).]

2. Nonwaivable provisions of chapter. The partnership agreement may not: A. Vary the rights and duties under section 1005 except to eliminate the duty to provide copies of statements to all of the partners; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Unreasonably restrict the right of access to books and records under section 1043, subsection 2 ; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Eliminate the duty of loyalty under section 1044, subsection 2 or section 1063, subsection 2, paragraph C , but: (1) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty if not manifestly unreasonable; or (2) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; [PL 2005, c. 543, Pt. A, §2 (NEW).] D. Unreasonably reduce the duty of care under section 1044, subsection 3 or section 1063, subsection 2, paragraph C ; [PL 2005, c. 543, Pt. A, §2 (NEW).] E. Eliminate the obligation of good faith and fair dealing under section 1044, subsection 4 , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable; [PL 2005, c. 543, Pt. A, §2 (NEW).] F. Vary the power to dissociate as a partner under section 1062, subsection 1 , except to require the notice under section 1061, subsection 1 to be in writing; [PL 2005, c. 543, Pt. A, §2 (NEW).] G. Vary the right of a court to expel a partner in the events specified in section 1061, subsection 5 ; [PL 2005, c. 543, Pt. A, §2 (NEW).] H. Vary the requirement to wind up the partnership business in cases specified in section 1081, subsection 4 , 5 or 6 ; [PL 2005, c. 543, Pt. A, §2 (NEW).] I. Vary the law applicable to a limited liability partnership under section 1006, subsection 2 ; or [PL 2005, c. 543, Pt. A, §2 (NEW).] J. Restrict rights of 3rd parties under this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1544 — ME Code / Title 31 / Chapter 21 / Section 1544
31 §1544. Liability of members to 3rd parties
Status: in_force

A person who is a member of a limited liability company is not liable, solely by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, agent or employee of the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1417 — ME Code / Title 31 / Chapter 19 / Section 1417
31 §1417. Cancellation of certificate of authority; effect of failure to have certificate
Status: in_force

1. Notice of cancellation. In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 1326 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Certificate of authority to maintain action or proceeding. A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Validity of contract or act; defending action or proceeding. The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Liability based solely on transaction without certificate of authority. A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Secretary of State appointed as agent. If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 808-B — ME Code / Title 31 / Chapter 15 / Section 808-B
31 §808-B. Procedure for and effect of revocation
Status: in_force

1. Notice of determination to revoke partnership's status as registered limited liability partnership. If the Secretary of State determines that one or more grounds exist under section 808-A for revoking a partnership's status as a registered limited liability partnership, the Secretary of State shall serve the limited liability partnership with a written notice of that determination as required by subsection 8 . [PL 2007, c. 323, Pt. E, §4 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Revocation. The partnership's status as a registered limited liability partnership is revoked if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 8 the Secretary of State determines that the registered limited liability partnership has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the partnership at the address of the registered agent of the registered limited liability partnership's as required by subsection 8 that recites the ground or grounds for revocation of the partnership's status as a registered limited liability partnership and the effective date of revocation. [PL 2007, c. 323, Pt. E, §5 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Effect of revocation of status as registered limited liability partnership. A partnership whose status as a registered limited liability partnership has been revoked continues its existence but must be treated as a general partnership without that limited liability partnership status. [PL 2003, c. 631, §67 (NEW).]

4. Validity of contracts; right to be sued; right to defend suit. The revocation of the status of a partnership as a registered limited liability partnership under this section does not impair: A. The existence of the partnership; [PL 2003, c. 631, §67 (NEW).] B. The validity of any contract or act of the registered limited liability partnership; [PL 2003, c. 631, §67 (NEW).] C. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; [PL 2003, c. 631, §67 (NEW).] D. The right of the registered limited liability partnership to defend any action, suit or proceeding in any court of this State; or [PL 2003, c. 631, §67 (NEW).] E. The liabilities of the partners with regard to events, acts or omissions occurring before the date of revocation. [PL 2003, c. 631, §67 (NEW).] [PL 2003, c. 631, §67 (NEW).]

5. Authority of registered agent. The revocation of the status of a partnership as a registered limited liability partnership does not terminate the authority of its registered agent. [PL 2003, c. 631, §67 (NEW).]

6. Protecting limited liability partnership name after revocation. The name of a limited liability partnership remains in the Secretary of State's record of limited liability partnership names and is protected for a period of 3 years following revocation. [PL 2003, c. 631, §67 (NEW).]

7. Notice to Superintendent of Financial Institutions in case of financial institution or credit union. In the case of a financial institution authorized to do business in this State or a credit union authorized to do business in this State, as defined in Title 9-B , the Secretary of State shall notify the Superintendent of Financial Institutions within a reasonable time prior to revoking the status of a financial institution or credit union as a registered limited liability partnership under this section. [PL 2003, c. 631, §67 (NEW).]

8. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the registered 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 registered limited liability partnership. [PL 2007, c. 323, Pt. E, §6 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1621 — ME Code / Title 31 / Chapter 21 / Section 1621
31 §1621. Governing law
Status: in_force

1. Jurisdiction where formed. The laws of the State or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability and authority of its members and agents. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Statement of foreign qualification. A foreign limited liability company's statement of foreign qualification may not be denied by reason of any difference between the laws of the jurisdiction under which the foreign limited liability company is formed and the laws of this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Forbidden activities. A foreign limited liability company, including a foreign limited liability company that has filed a statement of foreign qualification, may not engage in any activities in this State that a limited liability company is forbidden to engage in by the laws of this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Rights; privileges; duties; restrictions; penalties; liabilities. A foreign limited liability company that has filed a statement of foreign qualification: A. Has in this State the same but no greater rights of a limited liability company of like character; [PL 2011, c. 113, Pt. A, §16 (NEW).] B. Has in this State the same but no greater privileges as a limited liability company of like character; and [PL 2011, c. 113, Pt. A, §16 (NEW).] C. Except as otherwise provided by this chapter, is in this State subject to the same duties, restrictions, penalties and liabilities now or later imposed on a limited liability company of like character. [PL 2011, c. 113, Pt. A, §16 (NEW).] [PL 2011, c. 113, Pt. A, §16 (RPR).]

5. Organization; formation; existence; internal affairs. Nothing in this subchapter authorizes this State to regulate the organization, formation, existence or internal affairs of a foreign limited liability company authorized to conduct activities in this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1634 — ME Code / Title 31 / Chapter 21 / Section 1634
31 §1634. Pleading
Status: in_force

In a derivative action under section 1632 the complaint must state with particularity: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Demand and response. The date and content of the plaintiff's demand and the response to the demand by the limited liability company; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Futility of demand. If a demand has not been made, the reasons a demand under section 1632, subsection 1 would be futile. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1021 — ME Code / Title 31 / Chapter 17 / Section 1021
31 §1021. Partnership as entity
Status: in_force

1. Distinct from partners. A partnership is an entity distinct from its partners. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Limited liability partnership. A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 821 . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 821 — ME Code / Title 31 / Chapter 15 / Section 821
31 §821. Registration
Status: in_force

A partnership formed under the Uniform Partnership Act may be registered as a registered limited liability partnership by signing and filing a certificate of limited liability partnership with the Secretary of State. [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Filing of certificate. A partnership formed under the Uniform Partnership Act may be registered as a registered limited liability partnership by signing and filing a certificate of limited liability partnership with the Secretary of State. [PL 2005, c. 543, Pt. B, §2 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]

2. Terms and conditions. The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those provisions. [PL 2005, c. 543, Pt. B, §2 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]
31 M.R.S. § 1001 — ME Code / Title 31 / Chapter 17 / Section 1001
31 §1001. 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. A, §2 (NEW).]

1. Business. "Business" includes every trade, occupation and profession. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Debtor in bankruptcy. "Debtor in bankruptcy" means a person who is the subject of: A. An order for relief under 11 United States Code or a comparable order under a successor statute of general application; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. A comparable order under federal, state or foreign law governing insolvency. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Distribution. "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Foreign limited liability partnership. "Foreign limited liability partnership" means a partnership that: A. Is formed under laws other than the laws of this State; and [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Has the status of a limited liability partnership under those laws. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Limited liability partnership. "Limited liability partnership" means a partnership that has registered as a limited liability partnership pursuant to section 821 and does not have a similar statement in effect in any other jurisdiction. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Partnership. "Partnership" means an association of 2 or more persons to carry on as co-owners a business for profit formed under section 1022 , predecessor law or comparable law of another jurisdiction. [PL 2005, c. 543, Pt. A, §2 (NEW).]

7. Partnership agreement. "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. [PL 2005, c. 543, Pt. A, §2 (NEW).]

8. Partnership at will. "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. [PL 2005, c. 543, Pt. A, §2 (NEW).]

9. Partnership interest; partner's interest in partnership. "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights. [PL 2005, c. 543, Pt. A, §2 (NEW).]

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

11. Property. "Property" means all property, real, personal or mixed, tangible or intangible or any interest therein. [PL 2005, c. 543, Pt. A, §2 (NEW).]

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

13. Statement. "Statement" means a statement of dissociation under section 1074 , a statement of dissolution under section 1085 , a statement of merger under section 1097 , a statement electing to be governed by this chapter prior to July 1, 2006 or an amendment or cancellation of any of the foregoing. [PL 2005, c. 543, Pt. A, §2 (NEW).]

14. Transfer. "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1396 — ME Code / Title 31 / Chapter 19 / Section 1396
31 §1396. Known claims against dissolved limited partnership
Status: in_force

1. Dispose of known claims. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Notice of dissolution. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: A. Specify the information required to be included in a claim; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Provide a mailing address to which the claim is to be sent; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. State that the claim will be barred if not received by the deadline; and [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 1354 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Claim barred. A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and: A. The claim is not received by the specified deadline; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Claims or liability after dissolution. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1358 — ME Code / Title 31 / Chapter 19 / Section 1358
31 §1358. General standards of general partner's conduct
Status: in_force

1. Fiduciary duties. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Duty of loyalty. A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: A. To account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Duty of care. A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Good faith and fair dealing. A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. General partner's own interest. A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1628 — ME Code / Title 31 / Chapter 21 / Section 1628
31 §1628. Statement of cancellation of foreign qualification
Status: in_force

1. Statement of cancellation. A foreign limited liability company that has filed a statement of foreign qualification with the Secretary of State may cancel its statement of foreign qualification by filing a statement of cancellation of foreign qualification with 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 cancellation of foreign qualification must set forth: A. The name of the foreign limited liability company, any fictitious name adopted for use in this State, the name of the jurisdiction under whose law the foreign limited liability company is organized and the date of organization in the foreign limited liability company's jurisdiction of organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. 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).] C. The information required by Title 5, section 105, subsection 1 or, if a registered agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a registered agent, and the mailing address to which service of process may be mailed pursuant to section 1662 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. That the foreign limited liability company will no longer conduct business in this State and that it relinquishes its authority to conduct business in this State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. That the foreign limited liability company is cancelling its statement of foreign qualification; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. That any statement of adopting for use any assumed name with respect to the foreign limited liability company is withdrawn upon the effective date of the statement of cancellation of foreign qualification. [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. Cancellation effective. The statement of cancellation of foreign qualification is effective upon filing by the Secretary of State, whereupon the statement of foreign qualification is cancelled and the foreign limited liability company is without authority to conduct activities in this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Relieved of annual report or filing fee. If a foreign limited liability company causes a statement of cancellation of foreign qualification to be delivered to the Secretary of State for filing before the date on which an annual report is due under section 1665 , the foreign limited liability company is relieved of its obligation to file its annual report or pay the filing fee. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1376 — ME Code / Title 31 / Chapter 19 / Section 1376
31 §1376. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
Status: in_force

1. Bound by act of dissociated general partner. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under subchapter 11 or merged out of existence under subchapter 11, the limited partnership is bound by an act of the person only if: A. The act would have bound the limited partnership under section 1352 before the dissociation; 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).]

2. Liability of dissociated general partner. If a limited partnership is bound under subsection 1 , the person dissociated as a general partner that caused the limited partnership to be bound is liable: A. To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1 ; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1504 — ME Code / Title 31 / Chapter 21 / Section 1504
31 §1504. Nature, purpose and duration of limited liability company
Status: in_force

1. Distinct entity. A limited liability company is an entity distinct from its members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Any lawful purpose. A limited liability company may have any lawful purpose, regardless of whether for profit. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Duration. A limited liability company has perpetual duration. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1673 — ME Code / Title 31 / Chapter 21 / Section 1673
31 §1673. Requirements for documents filed with the Secretary of State
Status: in_force

Each document authorized or required to be delivered to the Secretary of State for filing under this chapter must satisfy the following requirements and the requirements of any other section of this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Information. The document must contain all information required by the laws of this State to be contained in the document but, unless otherwise provided by law, may not contain other information. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Form; format. The document must be legibly typewritten or printed in ink or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Prescribed form. The Secretary of State may prescribe and furnish on request forms for any documents required or permitted to be filed by this chapter. If the Secretary of State so requires, use of these forms is mandatory. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. English language. A person's name set forth in the document need not be in English if expressed in English letters or Arabic or Roman numerals. Documents of a foreign person need not be in English if accompanied by a reasonably authenticated English translation. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Delivery. The document must be delivered to office of the Secretary of State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Fee. At the time of delivery of the document, the correct filing fee and any reinstatement fee or penalty must be paid or provision for payment made in a manner permitted by the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1423 — ME Code / Title 31 / Chapter 19 / Section 1423
31 §1423. Proper plaintiff
Status: in_force

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Partner when conduct occurred. That was a partner when the conduct giving rise to the action occurred; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Partner status. Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 874 — ME Code / Title 31 / Chapter 15 / Section 874
31 §874. Failure to file annual report; incorrect report; penalties
Status: in_force

1. Failure to file annual report; penalty. A registered or foreign limited liability partnership that is required to deliver an annual report for filing, as provided by section 873 , that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty described in section 871, subsection 22 , as long as the report is received by the Secretary of State prior to revocation of its status as a limited liability partnership or authority to do business as a foreign limited liability partnership, respectively. Upon a limited liability partnership's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , shall revoke the authority to do business of that partnership as a foreign limited liability partnership or shall revoke the status of that partnership as a registered limited liability partnership. The Secretary of State shall use the procedures set forth in section 808‑B to revoke the status of a registered limited liability partnership and the procedures set forth in section 859‑B to revoke the authority to do business of a partnership as a foreign limited liability partnership in this State. A foreign limited liability partnership whose authority to do business has been revoked under section 859‑B that wishes to do business again as a limited liability partnership in this State must requalify by applying for authority under this subchapter. A partnership whose status as a registered limited liability partnership has been revoked under section 808‑B must follow the requirements set forth in section 808‑C to reinstate. [PL 2005, c. 543, Pt. B, §13 (AMD); PL 2005, c. 543, Pt. B, §15 (AFF).]

2. Nonconformity. If the Secretary of State finds that an annual report delivered for filing does not conform with the requirements of section 873 , the report must be returned for correction. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Revocation. [PL 2003, c. 631, §80 (RP).]

4. Excusable neglect. If the annual report of a registered or foreign limited liability partnership is not delivered for filing within the time specified in section 873 , the limited liability partnership is excused from the liability provided in this section and from any other penalty for failure to file timely the report if it establishes to the satisfaction of the Secretary of State that failure to file was the result of excusable neglect and it furnishes the Secretary of State with a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report. [PL 2003, c. 631, §80 (AMD).]

5. Inadvertent errors. The status of a partnership as a limited liability partnership and the liability of a partner of that limited liability partnership is not adversely affected if the name or address of a partner listed in an annual report is erroneously stated or omitted, as long as that annual report was filed in good faith. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1392 — ME Code / Title 31 / Chapter 19 / Section 1392
31 §1392. Judicial dissolution
Status: in_force

On application by a partner, the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 6-A — ME Code / Title 31 / Chapter 1 / Section 6-A
31 §6-A. Use of "Passamaquoddy" prohibited
Status: in_force

A person or persons, partnership, corporation or other entity engaged in any business or activities may not adopt a name that contains the word "Passamaquoddy" or use the word "Passamaquoddy" in connection with goods manufactured or sold or services provided after December 31, 1993 without written authorization from the Passamaquoddy Tribe. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]

1. Extent of authorization. Unless greater authority is expressly granted by the Passamaquoddy Tribe, no authorization extends to a business, activity, product or service not disclosed to the Passamaquoddy Tribe at the time of the request for authorization. Authorization is revocable unless by its terms it is irrevocable. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]

2. Deceptive trade practices. Violation of this section is a deceptive trade practice and unlawful under Title 10, chapter 206 . [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]

3. Exemptions. The following are exempted from the provisions of this section: A. The use of the words "Passamaquoddy Bay": (1) As part of a trade name of an entity or sole proprietorship; or (2) In connection with goods manufactured or sold or services provided; and [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).] B. Use of the word "Passamaquoddy" by a person who was using it prior to the effective date of this Act: (1) As part of a specific trade name of an entity or sole proprietorship; or (2) In connection with specific goods or specific services provided. The exemption in this paragraph does not extend to the use of the word "Passamaquoddy" as part of any trade name not in use prior to the effective date of this Act or in connection with any specific goods or services not being sold prior to the effective date of this Act. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).] [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
31 M.R.S. § 1010 — ME Code / Title 31 / Chapter 17 / Section 1010
31 §1010. Expedited service
Status: in_force

The Secretary of State may provide expedited service for the processing of documents in accordance with this chapter. The Secretary of State shall establish a fee schedule and adopt rules to set forth the procedures governing this expedited service. All fees collected as provided by this section must be deposited into a fund for use by the Secretary of State in providing improved filing service. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1318 — ME Code / Title 31 / Chapter 19 / Section 1318
31 §1318. Consent and proxies of partners
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1383 — ME Code / Title 31 / Chapter 19 / Section 1383
31 §1383. Rights of judgment creditor of partner or transferee
Status: in_force

1. Court order charging transferable interest; rights of transferee. On application to a court of competent jurisdiction by any judgment creditor of a partner 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, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Charging order a lien; foreclosure; rights of transferee. A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Redemption before foreclosure. At any time before foreclosure, an interest charged may be redeemed: A. By the judgment debtor; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. With property other than limited partnership property, by one or more of the other partners; or [PL 2005, c. 543, Pt. C, §2 (NEW).] C. With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Exemption laws applicable. This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Exclusive remedy. This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1081 — ME Code / Title 31 / Chapter 17 / Section 1081
31 §1081. Events causing dissolution and winding up of partnership business
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: [PL 2005, c. 543, Pt. A, §2 (NEW).]

1. Notice of express will to withdraw. In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 1061, subsections 2 to 10 , of that partner's express will to withdraw as a partner, or on a later date specified by the partner; [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Dissolution before expiration of term. In a partnership for a definite term or particular undertaking: A. Within 90 days after a partner's dissociation by death or otherwise under, section 1061, subsections 6 to 10 or wrongful dissociation under section 1062, subsection 2 , the express will of at least 1/2 of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to section 1062, subsection 2, paragraph B, subparagraph (1) constitutes the expression of that partner's will to wind up the partnership business; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The express will of all of the partners to wind up the partnership business; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. The expiration of the term or the completion of the undertaking; [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Event in partnership agreement. An event agreed to in the partnership agreement resulting in the winding up of the partnership business; [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Unlawful continuation; cure. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Judicial determination; application by partner. On application by a partner, a judicial determination that: A. The economic purpose of the partnership is likely to be unreasonably frustrated; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Judicial determination; application by transferee. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: A. After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1314-A — ME Code / Title 31 / Chapter 19 / Section 1314-A
31 §1314-A. Registered agent of domestic or foreign limited partnership
Status: in_force

Each limited partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A . [PL 2007, c. 535, Pt. B, §10 (NEW).]
31 M.R.S. § 808-C — ME Code / Title 31 / Chapter 15 / Section 808-C
31 §808-C. Reinstatement following revocation
Status: in_force

1. Application for reinstatement. A partnership whose status as a registered limited liability partnership has been revoked under section 808-B may apply to the Secretary of State for reinstatement within 6 years after the effective date of revocation. The application must: A. State the name of the registered limited liability partnership and the effective date of its revocation; [PL 2003, c. 631, §67 (NEW).] B. State that the ground or grounds for revocation either did not exist or have been eliminated; and [PL 2003, c. 631, §67 (NEW).] C. State that the registered limited liability partnership's name satisfies the requirements of section 803-A . [PL 2003, c. 631, §67 (NEW).] [PL 2003, c. 631, §67 (NEW).]

2. Reinstatement after revocation. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 871, subsection 7-A , and that the information is correct, the Secretary of State shall cancel the revocation and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 808-B, subsection 8 to deliver the notice to the registered limited liability partnership. [PL 2007, c. 323, Pt. E, §7 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Effect of reinstatement. When the reinstatement is effective under subsection 2 , it relates back to and takes effect as of the effective date of the revocation, and the registered limited liability partnership resumes business as if the revocation had not occurred. [PL 2003, c. 631, §67 (NEW).]
31 M.R.S. § 827 — ME Code / Title 31 / Chapter 15 / Section 827
31 §827. Execution or amendment by judicial order
Status: in_force

If a person required to execute a certificate under section 826 fails or refuses to do so, then a person who is adversely affected by the failure or refusal may petition the Superior Court to direct the execution of the certificate as follows. [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Certificate. If the court finds that the certificate should be executed and that the person or persons designated to execute the certificate have failed or refused to do so, the court shall order the Secretary of State to record the appropriate certificate. [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Venue. Venue for an action under this section lies in the county in this State in which the registered office of the registered limited liability partnership is located or, if there is no registered office in this State, then in Kennebec County Superior Court. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1012 — ME Code / Title 31 / Chapter 17 / Section 1012
31 §1012. Appeal Secretary of State's refusal to file document
Status: in_force

1. Commencing an appeal. If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the partnership within 30 days after the return of the document may appeal the refusal to the Superior Court of the county where the corporation's principal office is located or, if there is not a principal office in this State, of Kennebec County. The appeal is commenced by petitioning the court to compel filing of the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Court order. Upon the receipt of a petition filed under subsection 1 , the court may summarily order the Secretary of State to file a document or take other action the court considers appropriate. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Appeal court's decision. The court's final decision may be appealed as in other civil proceedings. [PL 2005, c. 543, Pt. A, §2 (NEW).]