31 M.R.S. § 1600 — ME Code / Title 31 / Chapter 21 / Section 1600
31 §1600. Other claims against dissolved limited liability company
Status: in_force

1. Newspaper notice. In addition to the written notice under section 1599, subsection 2 , a dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Notice. The notice authorized by subsection 1 must: A. Be published at least one time in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if it has none in this State, in Kennebec County; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. State that, if not sooner barred, a claim against the dissolved limited liability company will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the 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).]

3. Three-year statute of limitations. If a dissolved limited liability company publishes a newspaper notice in accordance with subsection 2 , unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within 3 years after the publication date of the newspaper notice: A. A claimant who was not given written notice under section 1599, subsection 2 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. A claimant whose claim is contingent at the effective date of the dissolution of the limited liability company or is based on an event occurring 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).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Enforcement of claim. A claim that is not barred under this section, any other statute limiting actions or section 1599 may be enforced: A. Against a dissolved limited liability company, to the extent of its undistributed assets; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Except as provided in subsection 8 , if the assets of a dissolved limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less. A person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution 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).]

5. Determination of amount and form of security. A dissolved limited liability company that published a notice under this section may file an application with the Superior Court of the county where the dissolved limited liability company's principal office is located or, if it has none in this State, in Kennebec County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of the dissolution of the limited liability company but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of the dissolution of the limited liability company. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection 3 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. Notice to potential claimants. Within 10 days after the filing of the application under subsection 5 , notice of the proceeding must be given by the dissolved limited liability company to each potential claimant as described in subsection 5 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

7. Guardian ad litem. The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

8. Satisfaction of obligation; claims not enforceable. Provision by the dissolved limited liability company for security in the amount and the form ordered by the Superior Court under subsection 5 satisfies the dissolved limited liability company's obligation with respect to claims that are contingent, have not been made known to the dissolved limited liability company or are based on an event occurring after the effective date of the dissolution of the limited liability company, and such claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited liability company 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).]

9. No extension of statutes of limitations. Nothing in this section may be considered 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. § 2 — ME Code / Title 31 / Chapter 1 / Section 2
31 §2. Business under assumed name; filing of certificate
Status: in_force

Whenever any person intends to engage in such business as sole proprietor thereof, and to adopt any business name, style or designation other than his own name exclusively, he shall, before commencing business, deposit in the office of the clerk of the city or town in which such business is to be carried on a certificate signed and sworn to by him, setting forth his name and place of residence, the name, style or designation under which the business is to be conducted, and stating that he is the sole proprietor.
31 M.R.S. § 6 — ME Code / Title 31 / Chapter 1 / Section 6
31 §6. Prohibition of certain names
Status: in_force

No person or persons, partnership or other entity engaged in any business, except a corporation, may adopt a name for such business that contains the words "corporation," "incorporated" or "limited," or any abbreviation of any such words. A limited partnership may use the term "limited partnership" as part of its name, a limited liability company may use the term "limited liability company" as part of its name and a limited liability partnership may use the term "limited liability partnership" as part of its name. [PL 1995, c. 633, Pt. C, §10 (AMD).]
31 M.R.S. § 859-A — ME Code / Title 31 / Chapter 15 / Section 859-A
31 §859-A. Grounds for revocation
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 859‑B to revoke the authority of a partnership as a foreign limited liability partnership authorized to do business in this State if: [PL 2005, c. 543, Pt. B, §8 (AMD); PL 2005, c. 543, Pt. B, §15 (AFF).]

1. Nonpayment of fees or penalties. The foreign 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, §71 (NEW).]

2. Failure to file annual report. The foreign limited liability partnership does not deliver its annual report to the Secretary of State as required by section 873 ; [PL 2003, c. 631, §71 (NEW).]

3. Failure to pay late filing penalty. The foreign limited liability partnership does not pay the annual report late filing penalty as required by section 874 ; [PL 2003, c. 631, §71 (NEW).]

4. Failure to maintain registered agent. The foreign 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, §24 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Failure to notify of change of registered agent or address. The foreign 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 ; [PL 2007, c. 323, Pt. E, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Filing of false information. A partner or agent of the foreign 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, §71 (NEW).]

7. Amended application. The foreign limited liability partnership fails to file with the Secretary of State an amended application for authority required by section 855 ; or [PL 2003, c. 631, §71 (NEW).]

8. Authenticated certificate. The Secretary of State receives a duly authenticated certificate from 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 stating that the foreign limited liability partnership is no longer treated as a registered limited liability partnership in its jurisdiction of registration. [PL 2003, c. 631, §71 (NEW).]
31 M.R.S. § 1663 — ME Code / Title 31 / Chapter 21 / Section 1663
31 §1663. Principal office
Status: in_force

The principal office of a limited liability company or foreign limited liability company need not be located in this State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1676 — ME Code / Title 31 / Chapter 21 / Section 1676
31 §1676. Signing of records to be delivered for filing to office of the Secretary of State
Status: in_force

1. Record signed. A record delivered to the office of the Secretary of State for filing pursuant to this chapter must be signed as follows. A. A limited liability company's initial certificate of formation must be signed by at least one authorized person. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. A record signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities under section 1597, subsection 1 or a person appointed under section 1598, subsection 2 to wind up those activities. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. A statement of denial by a person under section 1543 must be signed by that person. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. Any other record must be signed by the person on whose behalf the record is delivered to the office of the Secretary of State. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Agent; attorney-in-fact. Any record to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the record need not be provided to or filed 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. § 1073 — ME Code / Title 31 / Chapter 17 / Section 1073
31 §1073. Dissociated partner's liability to other persons
Status: in_force

1. Liability for partnership obligation. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Liability to other party. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter 9 , within 2 years after the partner's dissociation, only if the partner is liable for the obligation under section 1034 and at the time of entering into the transaction the other party: A. Reasonably believed that the dissociated partner was then a partner; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Did not have notice of the partner's dissociation; and [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Is not deemed to have had notice under section 1074, subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Released from liability for partnership obligation by agreement. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Released from liability for partnership obligation because of material alteration. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1452 — ME Code / Title 31 / Chapter 19 / Section 1452
31 §1452. Relation to electronic signatures in global and national commerce act
Status: in_force

This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1431 — ME Code / Title 31 / Chapter 19 / Section 1431
31 §1431. Definitions
Status: in_force

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

1. Constituent limited partnership. "Constituent limited partnership" means a constituent organization that is a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Constituent organization. "Constituent organization" means an organization that is party to a merger. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Converted organization. "Converted organization" means the organization into which a converting organization converts pursuant to sections 1432 to 1435 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Converting limited partnership. "Converting limited partnership" means a converting organization that is a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Converting organization. "Converting organization" means an organization that converts into another organization pursuant to section 1432 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. General partner. "General partner" means a general partner of a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Governing statute. "Governing statute" of an organization means the statute that governs the organization's internal affairs. [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. Organization. "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. "Organization" includes domestic and foreign organizations whether or not organized for profit. [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Organizational documents. "Organizational documents" means: A. For a domestic or foreign general partnership, its partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. For a limited liability company or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute; [PL 2011, c. 113, Pt. B, §2 (AMD).] D. For a business trust, its agreement of trust and declaration of trust; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; and [PL 2005, c. 543, Pt. C, §2 (NEW).] F. For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it or are members of it. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2011, c. 113, Pt. B, §2 (AMD).]

10. Personal liability. "Personal liability" means personal liability for a debt, liability or other obligation of an organization that is imposed on a person that co-owns, has an interest in or is a member of the organization: A. By the organization's governing statute solely by reason of the person co-owning, having an interest in or being a member of the organization; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in or being a member of the organization. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

11. Surviving organization. "Surviving organization" means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1541 — ME Code / Title 31 / Chapter 21 / Section 1541
31 §1541. Power to bind limited liability company
Status: in_force

A person may not bind a limited liability company except: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Under or pursuant to agreement. To the extent the person is authorized to act as the limited liability company's agent under or pursuant to the limited liability company agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. By members. To the extent the person is authorized by the members to act as the limited liability company's agent pursuant to section 1556 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Pursuant to statement of authority. To the extent provided in section 1542 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. No statement of authority. If there is no statement of authority in effect, any manager, member, president or treasurer of a limited liability company has the authority to bind the limited liability company; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. As provided by law. To the extent otherwise provided by law. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 813 — ME Code / Title 31 / Chapter 15 / Section 813
31 §813. 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 to provide an improved filing service. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1674 — ME Code / Title 31 / Chapter 21 / Section 1674
31 §1674. Effective time, delayed effective date
Status: in_force

Except as otherwise provided in section 1675 and Title 5, section 111 , a record delivered to the office of the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 1675 and Title 5, section 111 , a record filed by the Secretary of State is effective: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. No specified time or delayed effective date. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Effective time but not delayed date. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Delayed effective date but no time. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: A. The specified date; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The 90th day after the record is filed; or [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. Specified time and delayed effective date. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: A. The specified date; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The 90th day after the record is filed. [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. § 1460 — ME Code / Title 31 / Chapter 19 / Section 1460
31 §1460. Fees; penalties
Status: in_force

A document required to be filed under this chapter is not effective until the applicable fee required by this section is paid. The following fees or penalties must be paid to and collected by the Secretary of State: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Reservation. For filing of an application for reservation of name or a notice of transfer or cancellation of reservation pursuant to section 1309, subsection 1 , a fee of $20 for each limited partnership affected; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Assumed or fictitious name. For filing of an application for an assumed name under section 1308, subsection 2 , a fee in the amount of $125, and for filing of an application for a fictitious name under section 1415 , a fee of $40; [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Termination of assumed or fictitious name. For a termination of an assumed name under section 1308, subsection 2 , a fee of $20; for a termination of a fictitious name under section 1415 , a fee of $20; [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Registered name. For filing of an application for a registered name of a foreign limited partnership under section 1309, subsection 2 , a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing an application to renew the registration of a registered name, a fee of $200; [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Change of registered agent and registered office or registered office for domestic limited partnerships. [PL 2007, c. 323, Pt. F, §37 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Reinstatement fee after administrative dissolution. For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint or maintain a registered agent, a fee of $150; for failure to notify the Secretary of State that its registered agent or the address of its registered agent has been changed or that its registered agent has resigned, a fee of $150; for failure to file an amended application, a fee of $150; and for filing false information, a fee of $150; [PL 2007, c. 323, Pt. F, §38 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

7. Certificate of limited partnership, amendment or cancellation. For filing of a certificate of limited partnership under section 1321 , a fee of $175; for a certificate of amendment under section 1322 , a fee of $50; and for a statement of termination under section 1323 , a fee of $75. For filing of a certificate of amendment under section 1322, subsection 2, paragraph D , a fee of $20, and for filing a restated certificate of limited partnership under section 1322, a fee of $80; [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. Certificate of correction. For filing of a certificate of correction under section 1327 , a fee of $50; [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Foreign limited partnerships. For filing of an application for authority to do business as a foreign limited partnership under section 1412 , a fee of $250. For a certificate of amendment under section 1412‑A to change the legal name of the foreign limited partnership, for a certificate of amendment under section 1412‑A, subsection 2, paragraph A or B to admit a new general partner or to dissociate a general partner, respectively, or for a certificate of cancellation under section 1417 , a fee of $90. For filing a certificate of amendment under section 1412‑A, subsection 2, paragraph C or D to change the address of a general partner or to change the address of the registered or principal office, a fee of $35; [PL 2007, c. 535, Pt. A, §6 (AMD); PL 2007, c. 535, Pt. A, §7 (AFF).]

10. Photocopies. For all photocopies, whether certified or not, a fee of $2 per page. The Secretary of State may issue photocopies of instruments on file as well as other copies; [PL 2005, c. 543, Pt. C, §2 (NEW).]

11. Certified copies. For providing certified copies of any instrument on file as provided for by this chapter, a fee of $5 for each copy certified in addition to any fee due under subsection 10 ; [PL 2005, c. 543, Pt. C, §2 (NEW).]

12. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 1329 , a fee of $30; [PL 2005, c. 543, Pt. C, §2 (NEW).]

13. Preclearance of document. For preclearance of any document for filing, a fee of $100; [PL 2005, c. 543, Pt. C, §2 (NEW).]

14. All other filings. For receiving and filing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which no different fee is specifically prescribed, a fee of $35; [PL 2005, c. 543, Pt. C, §2 (NEW).]

15. Annual report. For filing of an annual report under section 1330 for a domestic limited partnership, a fee of $85; for filing of an annual report under section 1330 for a foreign limited partnership, a fee of $150; [PL 2005, c. 543, Pt. C, §2 (NEW).]

16. Amended annual report. For filing an amended annual report for a domestic limited partnership under section 1330, subsection 2 , a fee of $85; for filing an amended annual report for a foreign limited partnership under section 1330, subsection 2 , a fee of $150; [PL 2005, c. 543, Pt. C, §2 (NEW).]

17. Service of process on Secretary of State as agent. For accepting service of process under section 1317 , a fee of $35; [PL 2005, c. 543, Pt. C, §2 (NEW).]

18. Articles of merger or conversion. Articles of merger or conversion of a limited partnership with or to another type of business entity as provided by subchapter 11 , a fee of $150; [PL 2005, c. 543, Pt. C, §2 (NEW).]

19. Late filing penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, a fee of $50; and [PL 2007, c. 231, §38 (AMD).]

20. Certificate of revival after dissolution. Certificate of revival after dissolution for a domestic limited partnership, as provided in section 1401‑A , a fee of $150. [PL 2007, c. 231, §39 (NEW); PL 2007, c. 231, §40 (AFF).]

All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the exception of those fees established by rule and collected for expedited service. Fees for expedited service are deposited into a fund for use by the Secretary of State in providing an improved filing service. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1433 — ME Code / Title 31 / Chapter 19 / Section 1433
31 §1433. Action on plan of conversion by converting limited partnership
Status: in_force

1. Consent. Subject to section 1440 , a plan of conversion must be consented to by all the partners of a converting limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Amend plan or abandon planned conversion. Subject to section 1440 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 1434 , a converting limited partnership may amend the plan or abandon the planned conversion: A. As provided in the plan; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as prohibited by the plan, by the same consent as was required to approve the plan. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1601 — ME Code / Title 31 / Chapter 21 / Section 1601
31 §1601. Application of assets in winding up limited liability company's activities
Status: in_force

Upon the winding up of a limited liability company, the assets must be applied as follows. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. Payment to creditors. Payment, or adequate provision for payment, must be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Surplus. After a limited liability company complies with subsection 1 , any surplus must be distributed: A. To each person owning a transferable interest that reflects contributions made on account of such transferable interest and not previously returned, in an amount equal to the value of the unreturned contributions; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. After the distribution under paragraph A , to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions prior to dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Distribution in proportion to value. If the limited liability company does not have sufficient surplus to comply with subsection 2, paragraph A , any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1307 — ME Code / Title 31 / Chapter 19 / Section 1307
31 §1307. Supplemental principles of law; rate of interest
Status: in_force

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

2. Default interest rate. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 14, section 1602-B . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1327 — ME Code / Title 31 / Chapter 19 / Section 1327
31 §1327. Correcting filed record
Status: in_force

1. Statement of correction. A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Contents of statement. A statement of correction may not state a delayed effective date and must: A. Describe the record to be corrected, including its filing date; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Correct the incorrect information or defective signature. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Effective date of correction. When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: A. For the purposes of section 1303, subsections 3 and 4 ; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. As to persons relying on the uncorrected record and adversely affected by the correction. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1369 — ME Code / Title 31 / Chapter 19 / Section 1369
31 §1369. Liability for improper distributions
Status: in_force

1. General partner liable if consent to distribution not in compliance. A general partner that consents to a distribution made in violation of section 1368 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 1358 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Partner or transferee liable for excess amount received. A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 1368 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 1368 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. General partner may implead, compel contribution. A general partner against which an action is commenced under subsection 1 may: A. Implead in the action any other person that is liable under subsection 1 and compel contribution from the person; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Implead in the action any person that received a distribution in violation of subsection 2 and compel contribution from the person in the amount the person received in violation of subsection 2 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Action within 2 years. An action under this section is barred if it is not commenced within 2 years after the distribution. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1015 — ME Code / Title 31 / Chapter 17 / Section 1015
31 §1015. Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter, including the power to make rules not inconsistent with this chapter. 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. § 1044 — ME Code / Title 31 / Chapter 17 / Section 1044
31 §1044. General standards of partner's conduct
Status: in_force

1. Partner's fiduciary duties. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections 2 and 3 as those duties may be clarified or limited in the partnership agreement to the extent and in the manner authorized by section 1003, subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

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

3. Duty of care. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business 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. A, §2 (NEW).]

4. Obligation of good faith and fair dealing. A 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, as those obligations may be clarified in the partnership agreement to the extent and in the manner authorized by section 1003, subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Partner's own interest. A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Loan to and business with partnership. A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. [PL 2005, c. 543, Pt. A, §2 (NEW).]

7. Personal or legal representative. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1624 — ME Code / Title 31 / Chapter 21 / Section 1624
31 §1624. Noncomplying name of foreign limited liability company
Status: in_force

1. Fictitious name. A foreign limited liability company whose name does not comply with section 1508 may not file a statement of foreign qualification until it adopts, for the purpose of conducting activities in this State, a fictitious name that complies with section 1508 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Name change. If a foreign limited liability company to which a statement of foreign qualification has been filed changes its name to one that does not comply with section 1508 , it may not thereafter conduct activities in this State until it complies with subsection 1 by filing an amended statement of foreign qualification. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1451 — ME Code / Title 31 / Chapter 19 / Section 1451
31 §1451. Uniformity of application and construction
Status: in_force

In applying and construing this Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1017 — ME Code / Title 31 / Chapter 17 / Section 1017
31 §1017. Publications
Status: in_force

1. Informational publications. The Secretary of State may establish by rule 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. 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. A, §2 (NEW).]

2. Funds; fees deposited. 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 Title and for funding new publications. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1309 — ME Code / Title 31 / Chapter 19 / Section 1309
31 §1309. Reserved name; registered name of foreign limited partnership
Status: reserved

1. Reserve use of name. A person may reserve the exclusive use of a limited partnership name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State. A. The application to reserve a name must set forth: (1) The name and address of the applicant; and (2) The name proposed to be reserved. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the Secretary of State finds that the limited partnership name applied for is distinguishable on the records of the Secretary of State pursuant to section 1308 , 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, §4 (AMD).] C. The owner of a reserved limited partnership name under this subsection 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 2005, c. 543, Pt. C, §2 (NEW).] [PL 2013, c. 99, §4 (AMD).]

2. Register limited partnership name. A foreign limited partnership may register its limited partnership name by executing and delivering for filing an application to the Secretary of State. A. The application to register a limited partnership name must set forth: (1) The name of the limited partnership; (2) The jurisdiction of its organization and the date of its organization; (3) The address of its principal office wherever located; (4) A brief description of the nature of the business in which it is engaged; and (5) Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law the foreign limited partnership is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the Secretary of State finds that the limited partnership name applied for is distinguishable on the records of the Secretary of State pursuant to section 1308 , the Secretary of State shall register the name for the foreign limited partnership's exclusive use upon the effective date of the application until the end of the calendar year in which the application was filed. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. A foreign limited partnership whose registration is effective may renew it for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of this subsection between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year. [PL 2005, c. 543, Pt. C, §2 (NEW).] D. After its registration is effective, a foreign limited partnership may qualify as a foreign limited partnership under the registered name or may consent in writing to the use of that name by a limited partnership organized under this chapter or by another foreign limited partnership authorized to transact business in this State. The registration terminates when the domestic limited partnership is organized or the foreign limited partnership qualifies or consents to the qualification of another foreign limited partnership under the registered name. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1373 — ME Code / Title 31 / Chapter 19 / Section 1373
31 §1373. Dissociation as general partner
Status: in_force

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Notice of express will to withdraw. The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Event in partnership agreement. An event agreed to in the partnership agreement as causing the person's dissociation as a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Expulsion pursuant to partnership agreement. The person's expulsion as a general partner pursuant to the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Expulsion by unanimous consent. The person's expulsion as a general partner by the unanimous consent of the other partners if: A. It is unlawful to carry on the limited partnership's activities with the person as a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. There has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Expulsion upon judicial determination. On application by the limited partnership, the person's expulsion as a general partner by judicial determination because: A. The person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 1358 ; or [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Bankruptcy; execution of assignment; appointment of trustee, receiver or liquidator. The person's: A. Becoming a debtor in bankruptcy; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Execution of an assignment for the benefit of creditors; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property; or [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Death; appointment of guardian or conservator; judicial determination. In the case of a person who is an individual: A. The person's death; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The appointment of a guardian or general conservator for the person; or [PL 2005, c. 543, Pt. C, §2 (NEW).] C. A judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

8. Distribution of trust's interest. In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; [PL 2005, c. 543, Pt. C, §2 (NEW).]

9. Distribution of estate's interest. In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; [PL 2005, c. 543, Pt. C, §2 (NEW).]

10. Termination of general partner. Termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust or estate; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

11. Conversion or merger. The limited partnership's participation in a conversion or merger under subchapter 11 , if the limited partnership: A. Is not the converted or surviving entity; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 816 — ME Code / Title 31 / Chapter 15 / Section 816
31 §816. Routine technical rules
Status: in_force

Rules adopted pursuant to this chapter, unless expressly designated otherwise, are routine technical rules as defined in Title 5, chapter 375, subchapter II-A . [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1401-A — ME Code / Title 31 / Chapter 19 / Section 1401-A
31 §1401-A. Revival of domestic limited partnership after dissolution
Status: in_force

1. Determination of need to revive partnership. If the Secretary of State finds that a domestic limited partnership has dissolved in any manner under this subchapter and that the domestic limited partnership should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the domestic limited partnership. [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]

2. Certificate of revival. The certificate of revival must include: A. The name of the domestic limited partnership and its original date of organization; [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).] B. The name of the domestic limited partnership's registered agent and the address of its registered agent at the time of dissolution; [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).] C. The name and address of the party or parties requesting the revival; [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).] D. The purpose or purposes for which revival is requested; and [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).] E. The time period needed to complete the purpose or purposes specified under paragraph D . [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).] [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]

3. Notice of revival. The Secretary of State shall issue a notice to the domestic limited partnership to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this subsection. [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]

4. Termination of revival. When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall issue a notice to the domestic limited partnership at the address provided in subsection 2, paragraph C that the status of the limited partnership has returned to the status prior to filing the certificate of revival under this section. [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
31 M.R.S. § 1052 — ME Code / Title 31 / Chapter 17 / Section 1052
31 §1052. Partner's transferable interest in partnership
Status: in_force

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership, the allocations of income, gain, loss, deduction or credit or similar items related to such profits and losses and the partner's right to receive distributions. The interest is personal property. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1403 — ME Code / Title 31 / Chapter 19 / Section 1403
31 §1403. Late reinstatement of domestic limited partnership after administrative dissolution
Status: in_force

1. Application to reinstate domestic limited partnership. A domestic limited partnership that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the domestic limited partnership and the effective date of its administrative dissolution; [PL 2015, c. 254, §4 (NEW).] B. Provide a statement together with supporting documentation that the general partner signing the application is duly authorized to act for the domestic limited partnership; [PL 2015, c. 254, §4 (NEW).] C. Establish that the grounds for dissolution either did not exist or have been eliminated; [PL 2015, c. 254, §4 (NEW).] D. Demonstrate that the domestic limited partnership's name satisfies the requirements of section 1308 or that the domestic limited partnership is filing an amendment to change the name to satisfy the requirements of section 1308 ; [PL 2015, c. 254, §4 (NEW).] E. Attest that no lawsuits are pending against the domestic limited partnership; and [PL 2015, c. 254, §4 (NEW).] F. Explain the reason or reasons that reinstatement is being requested. [PL 2015, c. 254, §4 (NEW).] [PL 2015, c. 254, §4 (NEW).]

2. Determination of need to reinstate domestic limited partnership. If the Secretary of State determines that the application satisfies the provisions of subsection 1 and is accompanied by the reinstatement fee set forth in section 1460, subsection 6 , the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State may deny reinstatement if there are material misstatements provided in the application. The Secretary of State shall use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership. [PL 2015, c. 254, §4 (NEW).]

3. Effect of reinstatement. When the reinstatement is effective under subsection 2 , it relates back to and takes effect as of the effective date of the administrative dissolution, and the domestic limited partnership resumes activities as if the administrative dissolution had not occurred. [PL 2015, c. 254, §4 (NEW).]
31 M.R.S. § 1024 — ME Code / Title 31 / Chapter 17 / Section 1024
31 §1024. When property is partnership property
Status: in_force

1. Partnership property. Property is partnership property if acquired in the name of: A. The partnership; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Property acquired by partnership. Property is acquired in the name of the partnership by a transfer to: A. The partnership in its name; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Presumed to be partnership property. Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Presumed to be separate property. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1435 — ME Code / Title 31 / Chapter 19 / Section 1435
31 §1435. Effect of conversion
Status: in_force

1. Same entity. An organization 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. C, §2 (NEW).]

2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting organization remains vested in the converted organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. All debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Foreign organization; Secretary of State as agent. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting organization, if before the conversion the converting organization was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of conversion under section 1434, subsection 1, paragraph A, subparagraph (6) . [PL 2007, c. 323, Pt. F, §34 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1306 — ME Code / Title 31 / Chapter 19 / Section 1306
31 §1306. Governing law
Status: in_force

The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1105 — ME Code / Title 31 / Chapter 17 / Section 1105
31 §1105. Rules of construction
Status: in_force

1. Savings clause. This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Freedom to contract. It is the policy of the chapter to give maximum effect to the freedom of contract and to the enforceability of partnership agreements. [PL 2005, c. 543, Pt. A, §2 (NEW).]

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

4. Statutes in derogation of common law. Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Obligations of contract. Neither this chapter nor any amendment of this chapter may be construed to impair the obligations of any contract existing when this chapter or amendment goes into effect. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1031 — ME Code / Title 31 / Chapter 17 / Section 1031
31 §1031. Partner agent of partnership
Status: in_force

1. Partner as agent. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Other act binding on partnership if authorized. An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1636 — ME Code / Title 31 / Chapter 21 / Section 1636
31 §1636. 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 under section 1632 , whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to 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. Expenses. If a derivative action under section 1632 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery 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. § 1391 — ME Code / Title 31 / Chapter 19 / Section 1391
31 §1391. Nonjudicial dissolution
Status: in_force

Except as otherwise provided in section 1392 , a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Event specified in partnership agreement. The happening of an event specified in the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Consent. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Dissociation of general partner. After the dissociation of a person as a general partner: A. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (2) At least one person is admitted as a general partner in accordance with the consent; [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Dissociation of last limited partner. The passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Declaration of dissolution. The signing and filing of a declaration of dissolution by the Secretary of State under section 1399, subsection 3 . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1374 — ME Code / Title 31 / Chapter 19 / Section 1374
31 §1374. Person's power to dissociate as general partner; wrongful dissociation
Status: in_force

1. Dissociate by express will. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 1373, subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Wrongful dissociation. A person's dissociation as a general partner is wrongful only if: A. It is in breach of an express provision of the partnership agreement; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. It occurs before the termination of the limited partnership and: (1) The person withdraws as a general partner by express will; (2) The person is expelled as a general partner by judicial determination under section 1373, subsection 5 ; (3) The person is dissociated as a general partner by becoming a debtor in bankruptcy; or (4) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Liability when dissociation wrongful. A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 1421 , to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1033 — ME Code / Title 31 / Chapter 17 / Section 1033
31 §1033. Partnership liable for partner's actionable conduct
Status: in_force

1. Partnership liable for loss, injury or penalty. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Partnership liable for misapplication. If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1054 — ME Code / Title 31 / Chapter 17 / Section 1054
31 §1054. Partner's transferable interest subject to charging order
Status: in_force

1. Charging order; interest of judgment debtor. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. 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. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Charging order; lien. A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of 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. A, §2 (NEW).]

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

4. Exemptions apply. This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Exclusive remedy for judgment creditor. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 856 — ME Code / Title 31 / Chapter 15 / Section 856
31 §856. Certificate of correction
Status: in_force

If a statement in the application for authority to do business of a foreign limited liability partnership was materially inaccurate when made, the foreign limited liability partnership shall promptly file with the Secretary of State a certificate executed by a partner correcting the statement. The certificate of correction must specify the inaccuracy or defect to be corrected and must 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 that for persons who are substantially and adversely affected by the correction, the corrected instrument is effective from the filing date. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1503 — ME Code / Title 31 / Chapter 21 / Section 1503
31 §1503. Knowledge; notice
Status: in_force

1. Knows. A person knows a fact when the person: A. Has actual knowledge of it; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Is deemed to know it under law other than this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Notice. A person has notice of a fact when the person: A. Knows of it; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Receives notification of it; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Has reason to know the fact from all of the facts known to the person at the time in question; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Is deemed to have notice of the fact under subsection 4 . [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. Notifies. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Nonmember; notice. A person that is not a member is deemed to have notice of a limited liability company's: A. Matters included in the certificate of formation under section 1531, subsection 1, paragraph A , upon filing; [PL 2011, c. 113, Pt. A, §5 (AMD).] B. Termination, 90 days after a certificate of cancellation under section 1533 becomes effective; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Merger or conversion, 90 days after a statement of merger or statement of conversion under subchapter 12 becomes effective; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Revival, 90 days after a certificate of revival under section 1604 becomes effective. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §5 (AMD).]

5. Member; knowledge, notice or receipt of notification. A member's knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1313 — ME Code / Title 31 / Chapter 19 / Section 1313
31 §1313. Dual capacity
Status: in_force

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1346 — ME Code / Title 31 / Chapter 19 / Section 1346
31 §1346. Person erroneously believing self to be limited partner
Status: in_force

1. Not liable for enterprise's obligations. Except as otherwise provided in subsection 2 , a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: A. Causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Liable to 3rd party. A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Right to withdraw without breach. If a person makes a diligent effort in good faith to comply with subsection 1, paragraph A and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection 1, paragraph B even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1441 — ME Code / Title 31 / Chapter 19 / Section 1441
31 §1441. Liability of general partner after conversion or merger
Status: in_force

1. Liability not discharged. A conversion or merger under this subchapter does not discharge any liability under sections 1354 and 1377 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: A. The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. If a person is required to pay any amount under this subsection: (1) The person has a right of contribution from each other person that was liable as a general partner under section 1354 when the obligation was incurred and has not been released from the obligation under section 1377 ; and (2) The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Additional liability. In addition to any other liability provided by law: A. A person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a 3rd party after the conversion or merger becomes effective if, 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: (i) The converted or surviving business is the converting or constituent limited partnership; (ii) The converting or constituent limited partnership is not a limited liability limited partnership; and (iii) The person is a general partner in the converting or constituent limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. A person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a 3rd party after the conversion or merger becomes effective if: (1) Immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (2) 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: (i) Does not have notice of the dissociation; (ii) Does not have notice of the conversion or merger; and (iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership and 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).]
31 M.R.S. § 855 — ME Code / Title 31 / Chapter 15 / Section 855
31 §855. Amendments to application
Status: in_force

If any statement in the application for authority to do business of a foreign limited liability partnership requires change as a result of subsequent events, the foreign limited liability partnership shall promptly file with the Secretary of State a certificate executed by a partner amending the statement. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1322 — ME Code / Title 31 / Chapter 19 / Section 1322
31 §1322. Amendment or restatement of certificate
Status: in_force

1. Amendment of certificate. In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11 , articles of merger stating: A. The name of the limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The date of filing of its initial certificate; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The changes the amendment makes to the certificate as most recently amended or restated. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Changes requiring prompt delivery of amendment. A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect: A. The admission of a new general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The dissociation of a person as a general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The appointment of a person to wind up the limited partnership's activities under section 1393, subsection 3 or 4 ; [PL 2007, c. 323, Pt. F, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] D. The change in name or street address of one or more of its general partners; or [PL 2007, c. 323, Pt. F, §10 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] E. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent. [PL 2007, c. 323, Pt. F, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. F, §§9-11 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Responsibility of general partner. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: A. Cause the certificate to be amended; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to section 1327 . [PL 2007, c. 323, Pt. F, §12 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. F, §12 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

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

5. Delivery of restated certificate. A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Effective when filed. Subject to section 1326, subsection 3 , an amendment or restated certificate is effective when filed by the Secretary of State. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 871 — ME Code / Title 31 / Chapter 15 / Section 871
31 §871. Fees; penalties
Status: in_force

A document filed under this chapter is not effective until the applicable fee required in this section is paid. The following fees or penalties must be paid to the Secretary of State: [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Reservation. For filing an application for reservation of name or a notice of transfer or cancellation of reservation pursuant to section 804‑A , a fee of $20 for each limited liability partnership affected; [PL 2003, c. 344, Pt. C, §45 (AMD).]

2. Assumed or fictitious name. For filing an application for an assumed name under section 805‑A , a fee of $125, and for filing an application for a fictitious name under section 805‑A , a fee of $40; [PL 2003, c. 673, Pt. WWW, §30 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

3. Termination of assumed or fictitious name. For filing a termination of an assumed or fictitious name under section 805‑A, subsection 8 , a fee of $20; [PL 2003, c. 344, Pt. C, §46 (AMD).]

4. Registered name. For filing an application for a registered name of a foreign limited liability partnership under section 806‑A , a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing; and for filing an application to renew the registration of a registered name, the fee is $200; [PL 2007, c. 231, §34 (AMD).]

5. Termination of registered name. [PL 2003, c. 344, Pt. C, §47 (RP).]

6. Change of registered agent and registered office or registered office for registered limited liability partnerships. [PL 2007, c. 323, Pt. E, §34 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

7. Penalty. [PL 2003, c. 631, §72 (RP).]

7-A. Reinstatement fee after revocation. For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint or maintain a registered agent, a fee of $150; for failure to notify the Secretary of State that its registered agent or the address of its registered agent has been changed or that its registered agent has resigned, a fee of $150; for failure to file an amended application, a fee of $150; and for filing false information, a fee of $150; [PL 2007, c. 323, Pt. E, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

8. Certificate of limited liability partnership, amendment or renunciation. For filing a certificate of limited liability partnership under section 822 , a fee of $175; a certificate of amendment under section 823 , except as provided in subsection 6 , the fee is $50, or a certificate of renunciation under section 825 , a fee of $75. For filing a certificate of amendment under section 823 to change the name or address of the contact partner, the fee is $20 and for filing a restated certificate of limited liability partnership under section 823, subsection 6 , the fee is $80; [PL 2003, c. 673, Pt. WWW, §32 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

9. Certificate of correction. For filing a certificate of correction under section 824 , a fee of $50; [PL 2003, c. 673, Pt. WWW, §33 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

10. Foreign limited liability partnerships. For filing an application for authority to do business as a foreign limited liability partnership under section 852 , a fee of $250; a certificate of amendment under section 855 , except as provided in subsection 12 , or a certificate of cancellation under section 857 , a fee of $90. For filing a certificate of amendment under section 855 to change the address of the registered or principal office or to change the name or address of the contact partner, the fee is $35; [PL 2003, c. 673, Pt. WWW, §34 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

11. Certificate of correction for foreign limited liability partnerships. For filing a certificate of correction under section 856 , a fee of $50; [PL 2003, c. 673, Pt. WWW, §35 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

12. Change of registered agent and registered office or registered office for foreign limited liability partnerships. [PL 2007, c. 323, Pt. E, §36 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

13. Photocopies. For all photocopies, whether certified or not, a fee of $2 per page. The Secretary of State may issue photocopies of instruments on file, as well as other copies; [PL 1995, c. 633, Pt. B, §1 (NEW).]

14. Certified copies. For providing certified copies of any paper on file as provided for by this chapter, a fee of $5 for each copy certified, in addition to any fee due under subsection 13 ; [PL 1995, c. 633, Pt. B, §1 (NEW).]

15. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 817 , a fee in the amount of $30; [PL 2003, c. 631, §74 (RPR).]

16. Preclearance of document. For preclearance of a document for filing, a fee of $100; [PL 1995, c. 633, Pt. B, §1 (NEW).]

17. All other filings. For receiving and filing of a certificate, affidavit, agreement or any other paper provided for by this chapter for which a fee is not specifically prescribed, a fee of $20; [PL 1995, c. 633, Pt. B, §1 (NEW).]

18. Annual report. For filing of an annual report under section 873 , a fee of $85; [PL 2005, c. 397, Pt. A, §38 (RPR); PL 2005, c. 397, Pt. A, §39 (AFF).]

18-A. (REALLOCATED TO T. 31, §871, sub-§18-B) Amended annual report. [RR 2003, c. 2, §97 (RAL); PL 2003, c. 631, §76 (NEW).]

18-A. Annual report. For filing of an annual report for a foreign limited liability partnership under section 874 , a fee of $150; [PL 2003, c. 673, Pt. XXX, §9 (NEW); PL 2003, c. 673, Pt. XXX, §10 (AFF).]

18-B. (REALLOCATED FROM T. 31, §871, sub-§18-A) Amended annual report. For filing an amended annual report under section 873‑A , for a domestic limited liability partnership, a fee of $85; for a foreign limited liability partnership, a fee of $150; [PL 2005, c. 529, §9 (AMD).]

19. Information request. [PL 2003, c. 631, §77 (RP).]

20. Service of process on Secretary of State as agent. For accepting service of process under section 810 or 862 , a fee of $20; and [PL 2007, c. 323, Pt. E, §37 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

21. Report of name search. [PL 2003, c. 344, Pt. C, §48 (RP).]

22. Late filing penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, a fee of $50. [PL 2005, c. 12, Pt. FF, §14 (AMD).]

All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the exception of those fees established by rule and collected for expedited service. Fees for expedited service are deposited into a fund for use by the Secretary of State in providing an improved filing service. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1317-A — ME Code / Title 31 / Chapter 19 / Section 1317-A
31 §1317-A. Service of process on domestic or foreign limited partnership
Status: in_force

Service of process, notice or demand required or permitted by law on a domestic or foreign limited partnership authorized to transact business in this State is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. F, §7 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1581 — ME Code / Title 31 / Chapter 21 / Section 1581
31 §1581. Member's power to dissociate; wrongful dissociation
Status: in_force

1. Power to dissociate. A person has the power to dissociate as a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Wrongful dissociation. A person's dissociation from a limited liability company is wrongful only if: A. It is in breach of an express provision of the limited liability company agreement; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. It occurs before the termination of the limited liability company and: (1) The person dissociates as a member by express will; (2) The person is expelled as a member by judicial determination under section 1582, subsection 5 ; (3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors; or (4) In the case of a person that is not an individual, a trust other than a business trust or an estate, the person is expelled or otherwise dissociated as a member because the person willfully dissolved or terminated. [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. Liability. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1631 , to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation or liability of the member to the limited liability company or the other members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 808-E — ME Code / Title 31 / Chapter 15 / Section 808-E
31 §808-E. Reinstatement of registered limited liability partnership status
Status: in_force

1. Reinstatement after revocation. A partnership whose status as a registered limited liability partnership that was revoked before July 1, 2004 may apply to the Secretary of State for reinstatement and the reinstatement may be granted, if: A. The Secretary of State determines that the application contains the information required under section 808-C, subsection 1 ; [PL 2003, c. 631, §67 (NEW).] B. The application for reinstatement is accompanied by the reinstatement fee set forth in section 871, subsection 7-A ; and [PL 2003, c. 631, §67 (NEW).] C. The application for reinstatement is received by the Secretary of State by June 30, 2010. [PL 2003, c. 631, §67 (NEW).] [PL 2003, c. 631, §67 (NEW).]

2. Effect on partnership failing to reinstate by June 30, 2010. A partnership that fails to meet the requirements of subsection 1 may not reinstate. [PL 2003, c. 631, §67 (NEW).]

3. Protecting limited liability partnership name after revocation. The name of a partnership whose status as a registered limited liability partnership is revoked 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).]
31 M.R.S. § 1644 — ME Code / Title 31 / Chapter 21 / Section 1644
31 §1644. Effect of merger
Status: in_force

1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. All property owned by each constituent organization that ceases to exist vests in the surviving organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred, and the surviving organization may be, but need not be, substituted in the action; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 8 ; [PL 2011, c. 113, Pt. A, §23 (AMD).] I. If the surviving organization is created by the merger: (1) If the surviving organization is a limited liability company, the certificate of formation becomes effective; or (2) If the surviving organization is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] J. If the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational document that created the surviving organization become effective. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §23 (AMD).]

2. Jurisdiction. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this State on the debt, obligation or other liability. Service of process on a surviving organization that is a foreign organization and not authorized to conduct business in this State for the purposes of enforcing a debt, obligation or other liability may be made in the same manner and has the same consequences as provided in Title 5, chapter 6‑A as if the surviving organization were a foreign limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1521 — ME Code / Title 31 / Chapter 21 / Section 1521
31 §1521. Limited liability company agreement; scope, function and limitations
Status: in_force

1. Agreement governs. Except as otherwise provided in subsection 3 and section 1522 , the limited liability company agreement governs relations among the members as members and between the members and the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. When agreement does not otherwise provide. To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1 , this chapter governs the matter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Expansion, restriction or elimination of duties. Except as provided in section 1611 , a member's or other person's duties may be expanded, restricted or eliminated as provided in this subsection. A. To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by provisions in a written limited liability company agreement; except that the implied contractual covenant of good faith and fair dealing may not be eliminated. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. A written limited liability company agreement may provide for the limitation or elimination of any liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement. [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. No liability for good faith reliance on agreement. Unless otherwise provided in a limited liability company agreement, a member or other person is not liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the provisions of the limited liability company agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1501 — ME Code / Title 31 / Chapter 21 / Section 1501
31 §1501. Short title
Status: in_force

This chapter may be known and cited as "the Maine Limited Liability Company Act." [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 811 — ME Code / Title 31 / Chapter 15 / Section 811
31 §811. Nature of professional limited liability partnership business
Status: in_force

A limited liability partnership may be registered under this Act for any lawful purpose. A professional limited liability partnership, as defined in Title 13, section 723, subsection 6 , is subject to the Maine Professional Service Corporation Act except as follows. [PL 2005, c. 543, Pt. B, §1 (AMD); PL 2005, c. 543, Pt. B, §15 (AFF).]

1. Not applicable. Title 13, sections 721 , 722 , 733 , 736 , 751 , 762 and 763 , section 771, subsection 2, paragraph A and section 772 do not apply. [PL 2005, c. 302, §17 (AMD).]

2. Application. All references to: A. Shareholders are deemed to be references to partners; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. Corporations or corporations organized or incorporated under the Professional Service Corporation Act are deemed to be references to professional limited liability partnerships; and [PL 1995, c. 633, Pt. B, §1 (NEW).] C. Stock are deemed to be references to partnership interests. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Revocation. Any provision for the forfeiture of articles of incorporation or dissolution is deemed to provide for revocation of the status of the partnership as a limited liability partnership. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1084 — ME Code / Title 31 / Chapter 17 / Section 1084
31 §1084. Partner's power to bind partnership after dissolution
Status: in_force

Subject to section 1085 , a partnership is bound by a partner's act after dissolution that: [PL 2005, c. 543, Pt. A, §2 (NEW).]

1. Appropriate act. Is appropriate for winding up the partnership business; or [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Act would have bound partnership. Would have bound the partnership under section 1031 before dissolution, if the other party to the transaction did not have notice of the dissolution. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1592 — ME Code / Title 31 / Chapter 21 / Section 1592
31 §1592. Procedure for and effect of administrative dissolution of limited liability company
Status: in_force

1. Notice of determination to administratively dissolve limited liability company. If the Secretary of State determines that one or more grounds exist under section 1591 for dissolving a limited liability company, the Secretary of State shall serve the limited liability company with written notice of that determination as required by subsection 8 . [PL 2011, c. 113, Pt. A, §12 (AMD).]

2. Administrative dissolution. The limited liability company is administratively dissolved if, within 60 days after the notice under subsection 1 is issued and is perfected under subsection 8 , the Secretary of State determines that the limited liability company has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the limited liability company as required by subsection 8 that recites the ground or grounds for dissolution and the effective date of dissolution. [PL 2011, c. 113, Pt. A, §12 (AMD).]

3. Effect of administrative dissolution; prohibition. A limited liability company administratively dissolved continues its existence but may not transact any business in this State except as necessary to wind up the affairs of the limited liability company. [PL 2011, c. 113, Pt. A, §12 (AMD).]

4. Validity of contracts; right to be sued; right to defend suit. The administrative dissolution of a limited liability company under this section does not impair: A. The validity of any contract or act of the limited liability company; [PL 2011, c. 113, Pt. A, §12 (AMD).] B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The right of the limited liability company to defend any action, suit or proceeding in any court of this State. [PL 2011, c. 113, Pt. A, §12 (AMD).] [PL 2011, c. 113, Pt. A, §12 (AMD).]

5. Authority of registered agent. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent. [PL 2011, c. 113, Pt. A, §12 (AMD).]

6. Protecting limited liability company name after administrative dissolution. The name of a limited liability company remains in the office of the Secretary of State's record of limited liability company names and is protected for a period of 3 years following administrative dissolution. [PL 2011, c. 113, Pt. A, §12 (AMD).]

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, section 131 , the Secretary of State shall notify the Superintendent of Financial Institutions within a reasonable time prior to administratively dissolving the financial institution or credit union under this section. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

8. Delivery of notice. The Secretary of State shall send notice of the determination under subsection 1 by regular mail or other medium as defined by rule by the Secretary of State and the service upon the 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 or delivered by a medium authorized by the Secretary of State to the registered agent of the limited liability company. [PL 2011, c. 420, Pt. B, §1 (AMD); PL 2011, c. 420, Pt. B, §4 (AFF).]
31 M.R.S. § 860 — ME Code / Title 31 / Chapter 15 / Section 860
31 §860. Execution of documents; liability for false statements
Status: in_force

1. Signature. Documents must be signed by a partner except as otherwise provided. [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Unsworn falsification. Section 826, subsection 3 , governing unsworn falsification, and section 829 , on liability for materially inaccurate statements, apply to foreign limited liability partnerships as if the application for authority to do business were a certificate of limited liability partnership of a registered limited liability partnership. [PL 1997, c. 376, §70 (RPR).]
31 M.R.S. § 1366 — ME Code / Title 31 / Chapter 19 / Section 1366
31 §1366. Distribution in kind
Status: in_force

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 1402, subsection 2 , a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1522 — ME Code / Title 31 / Chapter 21 / Section 1522
31 §1522. Provisions of the chapter that may not be modified by the limited liability company agreement
Status: in_force

1. Prohibited contents. A limited liability company agreement may not: A. Vary the distinction between the limited liability company as an entity and its members under section 1504, subsection 1 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Vary a limited liability company's capacity under section 1505 to sue and be sued in its own name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Vary the law applicable under section 1506 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Except as otherwise provided in section 1524, subsection 2 , restrict the rights under this chapter of a person other than a member or transferee; [PL 2011, c. 113, Pt. A, §6 (AMD).] E. Vary the power of the court under section 1677 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. Eliminate or limit a member's liability to the limited liability company and members for money damages for a bad faith violation of the implied contractual covenant of good faith and fair dealing; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. Waive the requirement of section 1553, subsection 1 that a contribution obligation be in writing; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. Vary the requirement to wind up the limited liability company's business as specified in section 1597 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. A, §6 (AMD).]

2. Good faith and fair dealing. Notwithstanding any contrary provision of law, there exists an implied contractual covenant of good faith and fair dealing in every limited liability company agreement. [PL 2011, c. 113, Pt. A, §7 (AMD).]
31 M.R.S. § 1061 — ME Code / Title 31 / Chapter 17 / Section 1061
31 §1061. Events causing partner's dissociation
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events: [PL 2005, c. 543, Pt. A, §2 (NEW).]

1. Notice of express will to withdraw. The partnership's having notice of the 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. Agreed event. An event agreed to in the partnership agreement as causing the partner's dissociation; [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Expulsion pursuant to agreement. The partner's expulsion pursuant to the partnership agreement; [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Expulsion by unanimous vote. The partner's expulsion by the unanimous vote of the other partners if: A. It is unlawful to carry on the partnership business with that partner; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, that has not been foreclosed; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Within 90 days after the partnership notifies a partner who is a limited liability company or corporation that it will be expelled because it has filed a certificate of dissolution or the equivalent or that it has been judicially or administratively dissolved, the applicable certificate of dissolution or its equivalent has not been revoked or it has not been administratively reinstated; [PL 2005, c. 543, Pt. A, §2 (NEW).] D. Within 90 days after the partnership notifies a partner who is a limited liability company or corporation that it will be expelled because its right to do business has been suspended by the jurisdiction of organization or incorporation, there has been no reinstatement of its right to do business by such jurisdiction; or [PL 2005, c. 543, Pt. A, §2 (NEW).] E. A partnership that is a partner has been dissolved and its business is being wound up; [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Expulsion by judicial determination. On application by the partnership or another partner, the partner's expulsion by judicial determination because: A. The partner engaged in wrongful conduct that adversely and materially affected the partnership business; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 1044 ; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. The partner engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner; [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Partner's actions. The partner's: A. Becoming a debtor in bankruptcy; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Executing an assignment for the benefit of creditors; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or [PL 2005, c. 543, Pt. A, §2 (NEW).] D. Failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence or failing within 90 days after the expiration of a stay to have the appointment vacated; [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

7. Partner who is individual. In the case of a partner who is an individual: A. The partner's death; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The appointment of a guardian or general conservator for the partner; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

8. Partner is trust or trustee. In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; [PL 2005, c. 543, Pt. A, §2 (NEW).]

9. Partner is estate or personal representative of estate. In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or [PL 2005, c. 543, Pt. A, §2 (NEW).]

10. Termination. Termination of a partner who is not an individual, partnership, limited liability company, corporation, trust or estate. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1007 — ME Code / Title 31 / Chapter 17 / Section 1007
31 §1007. Partnership subject to amendment or repeal of chapter
Status: in_force

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1361 — ME Code / Title 31 / Chapter 19 / Section 1361
31 §1361. Form of contribution
Status: in_force

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property and contracts for services to be performed. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1022 — ME Code / Title 31 / Chapter 17 / Section 1022
31 §1022. Formation of partnership
Status: in_force

1. Formation of partnership. Except as otherwise provided in subsection 2 , the association of 2 or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Not partnership. An association formed under a statute other than this chapter, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Determination of formation; rules. In determining whether a partnership is formed, the following rules apply. A. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. [PL 2005, c. 543, Pt. A, §2 (NEW).] B. The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. [PL 2005, c. 543, Pt. A, §2 (NEW).] C. A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (1) Of a debt by installments or otherwise; (2) For services as an independent contractor or of wages or other compensation to an employee; (3) Of rent; (4) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner; (5) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or (6) For the sale of the goodwill of a business or other property by installments or otherwise. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 862 — ME Code / Title 31 / Chapter 15 / Section 862
31 §862. Service of process on foreign limited liability partnership not authorized to do business in State
Status: in_force

1. Service on Secretary of State. Every foreign limited liability partnership that does business in this State without having been authorized to do business in this State submits itself to the jurisdiction of the courts of this State and designates the Secretary of State as its agent upon whom process, notice or demand upon it may be served in any action or proceeding arising out of or in connection with the doing of business in this State. [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Method of serving process. In addition to other methods of service that may be authorized by law or by rule, service of process may be made as provided in Title 5, section 113 . [PL 2007, c. 323, Pt. E, §31 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1008 — ME Code / Title 31 / Chapter 17 / Section 1008
31 §1008. Forms
Status: in_force

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 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1367 — ME Code / Title 31 / Chapter 19 / Section 1367
31 §1367. Right to distribution
Status: in_force

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1355 — ME Code / Title 31 / Chapter 19 / Section 1355
31 §1355. Actions by and against partnership and partners
Status: in_force

1. General partner as party. To the extent not inconsistent with section 1354 , a general partner may be joined in an action against the limited partnership or named in a separate action. [PL 2005, c. 543, Pt. C, §2 (NEW).]

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

3. Judgment creditor of general partner. A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless the partner is personally liable for the claim under section 1354 and: A. A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The limited partnership is a debtor in bankruptcy; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The general partner has agreed that the creditor need not exhaust limited partnership assets; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or [PL 2005, c. 543, Pt. C, §2 (NEW).] E. Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1329 — ME Code / Title 31 / Chapter 19 / Section 1329
31 §1329. Certificate of existence; certificate of authority; certificate of fact
Status: in_force

1. Application. Any person may apply to the Secretary of State for a certificate of existence for a domestic limited partnership or a certificate of authority for a foreign limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Contents. A certificate of existence or certificate of authority sets forth: A. The limited partnership's name used in this State; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. That, if a domestic limited partnership, the limited partnership is duly formed under the laws of this State and the date of its formation; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. That, if a foreign limited partnership, the foreign limited partnership is authorized to transact business in this State, the date on which the limited partnership was authorized to transact business in this State and its jurisdiction of organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. That all fees and penalties owed to this State have been paid if: (1) Payment is reflected in the records of the Secretary of State; and (2) Nonpayment affects the existence or authorization of the domestic or foreign limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. That the limited partnership's most recent annual report required by section 1330 has been delivered to the Secretary of State; and [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited partnership is in existence or is authorized to transact business in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Certificate of fact. In addition to the certificate authorized under subsection 2 , the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 873-A — ME Code / Title 31 / Chapter 15 / Section 873-A
31 §873-A. Amended annual report of registered or foreign limited liability partnership
Status: in_force

1. Amended annual report. If the information contained in an annual report filed under section 873 has changed, a limited liability partnership may, if it determines it to be necessary, deliver to the Secretary of State for filing an amended annual report to change the information on file. The amended annual report must be executed as provided by section 873 , subsection 3, paragraph A . [PL 2003, c. 631, §79 (NEW).]

2. Contents. The amended annual report must set forth: A. The name of the registered or foreign limited liability partnership and the jurisdiction of its organization; [PL 2003, c. 631, §79 (NEW).] B. The date on which the original annual report was filed; and [PL 2003, c. 631, §79 (NEW).] C. The information that has changed and the date on which it changed. [PL 2003, c. 631, §79 (NEW).] [PL 2003, c. 631, §79 (NEW).]

3. Period for filing. An amended annual report may be filed by the limited liability partnership after the date of the original filing and until December 31st of that filing year. [PL 2003, c. 631, §79 (NEW).]
31 M.R.S. § 1034 — ME Code / Title 31 / Chapter 17 / Section 1034
31 §1034. Partner's liability
Status: in_force

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

2. Not personally liable for obligation prior to admission. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Obligation incurred while limited liability partnership. An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under section 821, subsection 2 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Exceptions to limited liability of shareholders. The exceptions under common law to a limited liability of shareholders of a business corporation organized under the Maine Business Corporation Act and shareholders of a professional corporation organized under the Maine Professional Service Corporation Act apply to the limited liability of partners in a professional limited liability partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Exception for certain obligations. With regard to certain obligations incurred prior to the effective date of this chapter, the following provisions apply: A. To the extent any obligations of a partnership were incurred prior to the effective date of this chapter and while the partnership was a limited liability partnership, the limitation on liability of a partner is governed exclusively by paragraph B and the provisions of subsection 3 do not apply. [PL 2007, c. 231, §35 (NEW); PL 2007, c. 231, §40 (AFF).] B. A partner in a limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations and liabilities however chargeable to the partnership or to another partner or partners, whether in tort, contract or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed by another partner, employee, agent or representative of the partnership in the course of the partnership business while the partnership is a limited liability partnership. [PL 2007, c. 231, §35 (NEW); PL 2007, c. 231, §40 (AFF).] C. For purposes of defining an obligation to which paragraph B applies, the term of an obligation is the original term of the obligation plus, unless otherwise agreed in writing by the obligor partnership and the obligee, any period as to which the obligor partnership has an option to unilaterally renew or extend the term of such obligation. [PL 2007, c. 231, §35 (NEW); PL 2007, c. 231, §40 (AFF).] [PL 2007, c. 231, §35 (NEW); PL 2007, c. 231, §40 (AFF).]
31 M.R.S. § 1424 — ME Code / Title 31 / Chapter 19 / Section 1424
31 §1424. Pleading
Status: in_force

In a derivative action, the complaint must state with particularity: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Date and content of demand; response. The date and content of the plaintiff's demand and the general partners' response to the demand; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Demand excused. Why the demand should be excused as futile. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1458 — ME Code / Title 31 / Chapter 19 / Section 1458
31 §1458. Access to data base
Status: in_force

The Secretary of State may provide public access to the data base through a dial-in modem, through public terminals and through electronic duplicates of the data base. If access to the data base is provided to the public, the Secretary of State may adopt rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures. [PL 2005, c. 543, Pt. C, §2 (NEW).]

Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1011 — ME Code / Title 31 / Chapter 17 / Section 1011
31 §1011. Filing duty of Secretary of State
Status: in_force

1. Duty to file. If a document delivered to the office of the Secretary of State for filing pursuant to this chapter satisfies the requirements of section 1005 , the Secretary of State shall file the document. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Recording as filed; acknowledgment. The Secretary of State files a document pursuant to subsection 1 by recording it as filed on the date of receipt. After filing a document, the Secretary of State shall deliver to the partnership or its representative a copy of the document with an acknowledgment of the date of filing. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Refusal to file; written explanation. If the Secretary of State refuses to file a document, the Secretary of State shall return it to the partnership or its representative within 5 days after the document was delivered, together with a brief, written explanation of the reason for the refusal. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Ministerial. The Secretary of State's duty to file a document under this section is ministerial, and the filing or refusal to file a document does not: A. Affect the validity or invalidity of the document in whole or part; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Relate to the correctness or incorrectness of information contained in the document; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1532 — ME Code / Title 31 / Chapter 21 / Section 1532
31 §1532. Amendment or restatement of certificate of formation
Status: in_force

1. Time of amendment or restatement. A certificate of formation may be amended or restated at any time. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Restatement with or without amendment. A certificate of formation may be restated with or without amendment at any time. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Contents of amendment. To amend its certificate of formation, a limited liability company must deliver to the office of the Secretary of State for filing an amendment stating: A. The name of the limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The date of filing of the limited liability company's certificate of formation; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The changes the amendment makes to the certificate of formation as most recently amended or restated. [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. Restated certificate of formation. A restated certificate of formation may be delivered to the office of the Secretary of State for filing in the same manner as an amendment. Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, that would apply if a separate certificate of amendment were filed to effect such amendment or change. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Superseded. The original certificate of formation, as amended or supplemented, is superseded by the restated certificate of formation, and from that time forward the restated certificate of formation, including any further amendment or changes made thereby, is the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1402 — ME Code / Title 31 / Chapter 19 / Section 1402
31 §1402. Disposition of assets; when contributions required
Status: in_force

1. Assets to satisfy creditors. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Surplus paid in cash distribution. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Insufficient assets to satisfy all obligations. If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection 1 , with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply. A. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 1377 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If a person does not contribute the full amount required under paragraph A with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph A on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. [PL 2005, c. 543, Pt. C, §2 (NEW).] C. If a person does not make the additional contribution required by paragraph B , further additional contributions are determined and due in the same manner as provided in that paragraph. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Additional contribution recoverable. A person that makes an additional contribution under subsection 3, paragraph B or C may recover from any person whose failure to contribute under subsection 3, paragraph A or B necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute. [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Estate of deceased liable for obligations. The estate of a deceased individual is liable for the individual's obligations under this section. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Assignee, court appointee may enforce. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection 3 . [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1556 — ME Code / Title 31 / Chapter 21 / Section 1556
31 §1556. Activities and affairs of limited liability company
Status: in_force

1. Direction; oversight of members. The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Majority of members. A matter in the ordinary course of activities of a limited liability company may be decided by a majority of the members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. All members. The consent of all members of a limited liability company is required to: A. Approve a merger or conversion under subchapter 12 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Amend the limited liability company agreement; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Undertake any other act outside the ordinary course of the limited liability company's activities; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Undertake, authorize or approve any other act or matter for which this chapter requires the consent of all members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Without meeting; agent. Any matter requiring the consent of the members of a limited liability company may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. After dissolution, majority of members. After dissolution, a matter in the ordinary course of winding up the activities of a limited liability company may be decided by a majority of the members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

6. No entitlement to remuneration. This chapter does not entitle a member to remuneration for services performed for a limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1371 — ME Code / Title 31 / Chapter 19 / Section 1371
31 §1371. Dissociation as limited partner
Status: in_force

1. Prohibited before termination. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Dissociation upon occurrence of event. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: A. The limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. An event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The person's expulsion as a limited partner pursuant to the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The person's expulsion as a limited partner by the unanimous consent of the other partners if: (1) It is unlawful to carry on the limited partnership's activities with the person as a limited partner; (2) There has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed; (3) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (4) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. On application by the limited partnership, the person's expulsion as a limited partner by judicial determination because: (1) The person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; (2) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under section 1345, subsection 2 ; or (3) The person engaged in conduct relating to the limited partnership's activities that makes it not reasonably practicable to carry on the activities with the person as limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).] F. In the case of a person who is an individual, the person's death; [PL 2005, c. 543, Pt. C, §2 (NEW).] G. In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; [PL 2005, c. 543, Pt. C, §2 (NEW).] H. In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; [PL 2005, c. 543, Pt. C, §2 (NEW).] I. Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust or estate; or [PL 2005, c. 543, Pt. C, §2 (NEW).] J. The limited partnership's participation in a conversion or merger under subchapter 11 , if the limited partnership: (1) Is not the converted or surviving entity; or (2) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 875 — ME Code / Title 31 / Chapter 15 / Section 875
31 §875. Effective date
Status: in_force

This Act takes effect September 1, 1996. All partnerships that register as registered limited liability partnerships on or after that date and all foreign limited liability partnerships that apply for authority to transact business within this State on or after that date are governed by this Act. [PL 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1326 — ME Code / Title 31 / Chapter 19 / Section 1326
31 §1326. Delivery to and filing of records by Secretary of State; effective time and date
Status: in_force

1. Requirements for filing. A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and: A. For a statement of dissociation, send: (1) A copy of the filed statement and a receipt for the fees to the person the statement indicates has dissociated as a general partner; and (2) A copy of the filed statement and receipt to the limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. For a statement of withdrawal, send: (1) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (2) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] C. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Certified copy upon request. Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Effective date; specified; default. Except as otherwise provided in section 1327 , a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: A. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State endorsement of the date and time on the record; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (1) The specified date; and (2) The 90th day after the record is filed; or [PL 2005, c. 543, Pt. C, §2 (NEW).] D. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (1) The specified date; and (2) The 90th day after the record is filed. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §13 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1574 — ME Code / Title 31 / Chapter 21 / Section 1574
31 §1574. Power of personal representative of deceased member
Status: in_force

If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1558 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1560 — ME Code / Title 31 / Chapter 21 / Section 1560
31 §1560. Nature of professional limited liability company business
Status: in_force

A professional limited liability company, as defined in Title 13, section 723, subsection 5 , is subject to the Maine Professional Service Corporation Act except as follows. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

1. No application. Title 13, sections 722 , 733 , 736 , 751 , 762 and 763 , Title 13, section 771, subsection 2, paragraph A and Title 13, section 772 do not apply. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Application. All references to: A. Shareholders are deemed to be references to members and transferees; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Corporations or corporations organized or incorporated under the Maine Professional Service Corporation Act are deemed to be references to professional limited liability companies; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Stock are deemed to be references to transferable interests; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Officers and directors are deemed to be references to the officers and directors of the limited liability company, if any, and otherwise to any individuals having comparable management authority in respect of the limited liability company. References to clerk, treasurer and secretary are deemed to be references to such persons having comparable authority in respect 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).]
31 M.R.S. § 1083 — ME Code / Title 31 / Chapter 17 / Section 1083
31 §1083. Right to wind up partnership business
Status: in_force

1. Participation of partner; judicial supervision. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Legal representative of last surviving partner. The legal representative of the last surviving partner may wind up a partnership's business. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Powers of person winding up business. A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 1087 , settle disputes by mediation or arbitration and perform other necessary acts. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1009 — ME Code / Title 31 / Chapter 17 / Section 1009
31 §1009. Filing, service and copying fees
Status: in_force

1. Filing fees. The following fees must be paid to the Secretary of State. A. For filing a statement of disassociation under section 1074 , the fee is $20; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. For filing a statement of dissolution under section 1085 , the fee is $75; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. For filing a statement of conversion under section 1093 , the fee is $150; [PL 2009, c. 56, §23 (AMD).] D. For filing a statement of merger under section 1095 , the fee is $150; [PL 2005, c. 543, Pt. A, §2 (NEW).] E. For any other statement required or permitted to be filed by this chapter, the fee is $35; and [PL 2005, c. 543, Pt. A, §2 (NEW).] F. For preclearance of any statement for filing, the fee is $100. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2009, c. 56, §23 (AMD).]

2. Service of process fee. The Secretary of State shall collect a fee of $20 each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if that party prevails in the proceeding. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Copying and certifying fees. The Secretary of State shall charge the following fees for copying and certifying the copy of any filed documents. A. For copying, the fee is $2 per page. [PL 2005, c. 543, Pt. A, §2 (NEW).] B. For certifying the copy, the fee is $5. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1062 — ME Code / Title 31 / Chapter 17 / Section 1062
31 §1062. Partner's power to dissociate; wrongful dissociation
Status: in_force

1. By express will. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 1061, subsection 1 . [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Wrongful dissociation. A partner's dissociation is wrongful only if: A. It is in breach of an express provision of the partnership agreement; or [PL 2005, c. 543, Pt. A, §2 (NEW).] B. In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (1) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under section 1061, subsections 6 to 10 or wrongful dissociation under this subsection; (2) The partner is expelled by judicial determination under section 1061, subsection 5 ; (3) The partner is dissociated by becoming a debtor in bankruptcy; or (4) In the case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because the partner willfully dissolved or terminated. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Liability for wrongful dissociation. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1074 — ME Code / Title 31 / Chapter 17 / Section 1074
31 §1074. Statement of dissociation
Status: in_force

1. Filing of statement. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Deemed to have notice. For the purposes of section 1072, subsection 1, paragraph C and section 1073, subsection 2, paragraph C , a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 872 — ME Code / Title 31 / Chapter 15 / Section 872
31 §872. Duty of Secretary of State
Status: in_force

The duty of the Secretary of State to file documents under this chapter is ministerial. The filing or refusal to file a document does not: [PL 1995, c. 633, Pt. B, §1 (NEW).]

1. Validity of documents. Affect the validity or invalidity of the document in whole or in part; [PL 1995, c. 633, Pt. B, §1 (NEW).]

2. Correctness of information. Relate to the correctness or incorrectness of information contained in the document; or [PL 1995, c. 633, Pt. B, §1 (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 1995, c. 633, Pt. B, §1 (NEW).]
31 M.R.S. § 1097 — ME Code / Title 31 / Chapter 17 / Section 1097
31 §1097. Statement of merger
Status: in_force

1. Filing of statement. After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Statement of merger. A statement of merger must contain: 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 were merged; [PL 2005, c. 543, Pt. A, §2 (NEW).] C. The street address of the surviving entity's chief executive office and of an office in this State, if any; [PL 2005, c. 543, Pt. A, §2 (NEW).] D. Whether the surviving entity is a partnership or a limited partnership; and [PL 2005, c. 543, Pt. A, §2 (NEW).] E. If the surviving partnership or limited partnership is not organized under the laws of this State, a statement that the surviving partnership or limited partnership: (1) Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party to the merger that was organized under the laws of this State, as well as for enforcement of an obligation of the surviving partnership or limited partnership arising from the merger; and (2) Appoints the Secretary of State as its agent for service of process in any such proceeding and the surviving partnership or limited partnership shall specify the address to which a copy of the process must be mailed by the Secretary of State. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Name in which property held. Except as otherwise provided in subsection 4 , for the purposes of section 1032 , property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Transfer of real property. For the purposes of section 1032 , real property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity. A certified copy of the statement of merger may be recorded in the registry of deeds of the county in which the real property is located as evidence of title, but the failure to record the statement does not affect the validity of the transfer of title. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Incomplete statement. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to section 1005, subsection 3 , stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection 2 , operates with respect to the partnerships or limited partnerships named to the extent provided in subsections 3 and 4 . [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1505 — ME Code / Title 31 / Chapter 21 / Section 1505
31 §1505. Capacities and powers
Status: in_force

1. To sue, be sued. A limited liability company has the capacity to sue and be sued in its own name. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. To hold property. A limited liability company has the capacity to hold property in its own name. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Power to carry out activities. A limited liability company has the power to do all things necessary or convenient to carry on its activities. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1351 — ME Code / Title 31 / Chapter 19 / Section 1351
31 §1351. Becoming general partner
Status: in_force

A person becomes a general partner: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Partnership agreement. As provided in the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Admitted general partner. Under section 1391, subsection 3, paragraph B following the dissociation of a limited partnership's last general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Conversion or merger. As the result of a conversion or merger under subchapter 11 ; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Consent. With the consent of all the partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1301 — ME Code / Title 31 / Chapter 19 / Section 1301
31 §1301. Short title
Status: in_force

This chapter may be known and cited as "the Uniform Limited Partnership Act of 2007." [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1523 — ME Code / Title 31 / Chapter 21 / Section 1523
31 §1523. Limited liability company agreement; effect on limited liability company and persons admitted as members; preformation agreement
Status: in_force

1. Agreement binding and enforceable. A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Member a party. A person that is admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in section 1553, subsection 1 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. Initial members agreement. Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement becomes the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability company agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1583 — ME Code / Title 31 / Chapter 21 / Section 1583
31 §1583. Effect of person's dissociation as a member
Status: in_force

1. No right to participate. A person who has dissociated as a member has no right to participate in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. No discharge from dissociation. A person's dissociation as a member does not of itself discharge the person from any debt, obligation or liability to a limited liability company or the other members that the person incurred while a member. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. No right to payment. If a person is dissociated as a member under section 1582 and the limited liability company is not dissolved due to that dissociation, that person has no right on account of that dissociation to any payment from the limited liability company for that person's interest in the limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1353 — ME Code / Title 31 / Chapter 19 / Section 1353
31 §1353. Limited partnership liable for general partner's actionable conduct
Status: in_force

1. General partner acting in ordinary course or with authority. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Misapplication of money or property by general partner. If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1666 — ME Code / Title 31 / Chapter 21 / Section 1666
31 §1666. Amended annual report of limited liability company or foreign limited liability company
Status: in_force

1. Amended annual report. If the information contained in an annual report filed under section 1519 has changed, a limited liability company may, if it determines it to be necessary, deliver to the office of the Secretary of State for filing an amended annual report to change the information on file. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Contents. The amended annual report under subsection 1 must set forth: A. The name of the limited liability company or foreign limited liability company and the jurisdiction of its organization; [PL 2011, c. 113, Pt. B, §11 (AMD).] B. The date on which the original annual report was filed; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The information that has changed and the date on which it changed. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] [PL 2011, c. 113, Pt. B, §11 (AMD).]

3. Filing date. An amended annual report under subsection 1 may be filed by the limited liability company after the date of the original filing and until December 31st of that filing year. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1352 — ME Code / Title 31 / Chapter 19 / Section 1352
31 §1352. General partner agent of limited partnership
Status: in_force

1. Agent if carrying on in the ordinary course of activities. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification or had notice under section 1303, subsection 4 that the general partner lacked authority. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Agent only if actually authorized. An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1439 — ME Code / Title 31 / Chapter 19 / Section 1439
31 §1439. Effect of merger
Status: in_force

1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. All property owned by each constituent organization that ceases to exist vests in the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. All debts, liabilities and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; [PL 2005, c. 543, Pt. C, §2 (NEW).] F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; [PL 2005, c. 543, Pt. C, §2 (NEW).] H. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8 ; [PL 2005, c. 543, Pt. C, §2 (NEW).] I. If the surviving organization is created by the merger: (1) If the surviving organization is a limited partnership, the certificate of limited partnership becomes effective; or (2) If the surviving organization is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and [PL 2005, c. 543, Pt. C, §2 (NEW).] J. If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Foreign organization. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of merger under section 1438, subsection 2, paragraph G . [PL 2007, c. 323, Pt. F, §36 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
31 M.R.S. § 1603 — ME Code / Title 31 / Chapter 21 / Section 1603
31 §1603. Effect of revocation of dissolution
Status: in_force

1. Continuation of activities. Subject to subsection 2 , upon the revocation of dissolution, the limited liability company is deemed for all purposes to have continued its activities as if dissolution had never occurred. Each right inuring to, and each debt, obligation and liability incurred by, the limited liability company after the dissolution must be determined as if the dissolution had never occurred. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Reliance on dissolution. The rights of members and other persons arising by reason of reliance on the dissolution before those persons had notice of the revocation of dissolution are not adversely affected by the revocation of dissolution. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 808-D — ME Code / Title 31 / Chapter 15 / Section 808-D
31 §808-D. Appeal from denial of reinstatement
Status: in_force

1. Denial of reinstatement. If the Secretary of State denies a partnership's application for reinstatement following revocation, the Secretary of State shall serve the domestic limited liability partnership under section 808-B, subsection 8 with a written notice that explains the reason or reasons for denial. [PL 2007, c. 323, Pt. E, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Appeal. A partnership may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the 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 partnership appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State's notice of revocation, the partnership's application for reinstatement and the Secretary of State's notice of denial. [PL 2003, c. 631, §67 (NEW).]

3. Court action. The court may summarily order the Secretary of State to reinstate a partnership's status as a registered limited liability partnership or may take other action the court considers appropriate. [PL 2003, c. 631, §67 (NEW).]

4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings. [PL 2003, c. 631, §67 (NEW).]
31 M.R.S. § 1437 — ME Code / Title 31 / Chapter 19 / Section 1437
31 §1437. Action on plan of merger by constituent limited partnership
Status: in_force

1. Consent. Subject to section 1440 , a plan of merger must be consented to by all the partners of a constituent limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Amend plan or abandon planned merger. Subject to section 1440 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 1438 , a constituent limited partnership may amend the plan or abandon the planned merger: A. As provided in the plan; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as prohibited by the plan, with the same consent as was required to approve the plan. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1005 — ME Code / Title 31 / Chapter 17 / Section 1005
31 §1005. Execution, filing and recording of statements
Status: in_force

1. Filing with Secretary of State. To be effective under this chapter, a statement must be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Recorded in registry of deeds. A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the registry of deeds of the county in which real property is located has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Execution. A statement filed by a partnership must be executed by at least one partner. Other statements must be executed either by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. [PL 2005, c. 543, Pt. A, §2 (NEW).]

4. Amendment or cancellation. A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation. [PL 2005, c. 543, Pt. A, §2 (NEW).]

5. Copies. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]

6. Secretary of State. The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The registry of deeds may collect a fee for recording a statement. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1411 — ME Code / Title 31 / Chapter 19 / Section 1411
31 §1411. Governing law
Status: in_force

1. Law under which organized governs. The laws of the State or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Difference in laws. A foreign limited partnership may not be denied a certificate of authority under this subchapter by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Certificate of authority. A certificate of authority under this subchapter does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 822 — ME Code / Title 31 / Chapter 15 / Section 822
31 §822. Certificate of limited liability partnership
Status: in_force

1. Certificate of limited liability partnership. In order to register a limited liability partnership, a certificate of limited liability partnership must be filed with the Secretary of State. The certificate must set forth: A. The name of the registered limited liability partnership; [PL 1995, c. 633, Pt. B, §1 (NEW).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. E, §11 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. The name and the business, residence or mailing address of the contact partner; [PL 2005, c. 543, Pt. B, §3 (AMD); PL 2005, c. 543, Pt. B, §15 (AFF).] C-1. The street address of the partnership's chief executive office and, if different, the street address of an office in the State, if any; and [PL 2005, c. 543, Pt. B, §4 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).] D. Any other matters the partners determine to include in the certificate. [PL 1995, c. 633, Pt. B, §1 (NEW).] [PL 2007, c. 323, Pt. E, §11 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Effective date. A partnership becomes a registered limited liability partnership at the time of the filing of the initial certificate of limited liability partnership with the Secretary of State if there has been substantial compliance with the requirements of this section. [PL 1995, c. 633, Pt. B, §1 (NEW).]

3. Errors; later changes. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the certificate under subsection 1 . [PL 2005, c. 543, Pt. B, §5 (NEW); PL 2005, c. 543, Pt. B, §15 (AFF).]
31 M.R.S. § 1647 — ME Code / Title 31 / Chapter 21 / Section 1647
31 §1647. Filings required for conversion; effective date
Status: in_force

1. After conversion approved. After a plan of conversion is approved: A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must include: (1) A statement that the converting limited liability company has been converted into the converted organization; (2) The name and form of the converted organization, the jurisdiction of its governing statute, the date of its organization and the address of its principal office; (3) The date the conversion is effective under the governing statute of the converted organization; (4) A statement that the conversion was approved as required by this chapter and the limited liability company agreement; (5) A statement that the conversion was approved as required by the governing statute of the converted organization; and (6) If the converted organization is a foreign organization not authorized to 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 1648, subsection 3 ; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. If the converted organization is a limited liability company, the converting organization shall deliver to the office of the Secretary of State for filing a certificate of formation, which must include, in addition to the information required by section 1531, subsection 1 : (1) A statement that the converted organization was converted from the converting organization; (2) The name and form of the converting organization, the jurisdiction of the converting organization's governing statute and the date of its organization; and (3) A statement that the conversion was approved as required by the governing statute of the converting 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).]

2. Effective date. A conversion becomes effective: A. If the converted organization is a limited liability company, when the certificate of formation takes effect; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. If the converted organization is not a limited liability company, as provided by the governing statute of the converted 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. § 1345 — ME Code / Title 31 / Chapter 19 / Section 1345
31 §1345. Limited duties of limited partners
Status: in_force

1. No fiduciary duty. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Good faith and fair dealing. A limited 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).]

3. Limited partner's own interest. A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1341 — ME Code / Title 31 / Chapter 19 / Section 1341
31 §1341. Becoming limited partner
Status: in_force

A person becomes a limited partner: [PL 2005, c. 543, Pt. C, §2 (NEW).]

1. Partnership agreement. As provided in the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Conversion or merger. As the result of a conversion or merger under subchapter 11 ; or [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. Consent. With the consent of all the partners. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1013 — ME Code / Title 31 / Chapter 17 / Section 1013
31 §1013. Evidentiary effect of copy of filed document
Status: in_force

A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State pursuant to section 1011 is conclusive evidence that the original document is on file with the Secretary of State. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1365 — ME Code / Title 31 / Chapter 19 / Section 1365
31 §1365. No distribution on account of dissociation
Status: in_force

A person does not have a right to receive a distribution on account of dissociation. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1571 — ME Code / Title 31 / Chapter 21 / Section 1571
31 §1571. Member's transferable interest
Status: in_force

The only interest of a member that is transferable is the member's transferable interest. A transferable interest in a limited liability company is personal property. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1045 — ME Code / Title 31 / Chapter 17 / Section 1045
31 §1045. Actions by partnership and partners
Status: in_force

1. Partnership action against partner. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. [PL 2005, c. 543, Pt. A, §2 (NEW).]

2. Partner action against partnership. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: A. Enforce the partner's rights under the partnership agreement; [PL 2005, c. 543, Pt. A, §2 (NEW).] B. Enforce the partner's rights under this chapter, including: (1) The partner's rights under sections 1041 , 1043 and 1044 ; (2) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 1071 or enforce any other right under subchapter 6 or 7 ; or (3) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under subchapter 8; or [PL 2005, c. 543, Pt. A, §2 (NEW).] C. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. [PL 2005, c. 543, Pt. A, §2 (NEW).] [PL 2005, c. 543, Pt. A, §2 (NEW).]

3. Time limitation. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1677 — ME Code / Title 31 / Chapter 21 / Section 1677
31 §1677. Signing and filing pursuant to judicial order
Status: in_force

1. Petition. If a person required by this chapter to sign a record or deliver a record to the office of the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by such failure to sign may petition the Kennebec County Superior Court to order: A. The person to sign the record; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The person to deliver the record to the office of the Secretary of State for filing; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The Secretary of State to file the record unsigned. [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. Party to action. If a petitioner under subsection 1 is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party. [PL 2011, c. 691, Pt. A, §32 (AMD).]

3. Reasonable expenses. A court may award reasonable expenses, including reasonable attorney's fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection 1 . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1443 — ME Code / Title 31 / Chapter 19 / Section 1443
31 §1443. Subchapter not exclusive
Status: in_force

This subchapter does not preclude an entity from being converted or merged under other law. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1668 — ME Code / Title 31 / Chapter 21 / Section 1668
31 §1668. Powers of the Secretary of State; rules
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter, including the power to adopt rules not inconsistent with this chapter. Rules adopted pursuant to this chapter are routine technical rules as defined in Title 5, chapter 375, subchapter 2‑A . [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1075 — ME Code / Title 31 / Chapter 17 / Section 1075
31 §1075. Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. [PL 2005, c. 543, Pt. A, §2 (NEW).]
31 M.R.S. § 1642 — ME Code / Title 31 / Chapter 21 / Section 1642
31 §1642. Action on plan of merger by constituent limited liability company
Status: in_force

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

2. Amend plan; abandon merger. After the plan of merger is approved, and at any time before a statement of merger is delivered to the office of the Secretary of State for filing under section 1643 , a constituent limited liability company may amend the plan or abandon the merger: 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, with 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. § 1415 — ME Code / Title 31 / Chapter 19 / Section 1415
31 §1415. Fictitious name of foreign limited partnership
Status: in_force

1. Requirements for use of fictitious name. As used in this section, "fictitious name" means a name adopted by a foreign limited partnership authorized to transact business in this State because its real name is unavailable pursuant to section 1308, subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Authorized to transact business. Upon complying with this section, a foreign limited partnership authorized to transact business in this State may transact its business in this State under its fictitious name. [PL 2005, c. 543, Pt. C, §2 (NEW).]

3. File statement indicating use of fictitious name. Prior to transacting business in this State under a fictitious name, a foreign limited partnership shall execute and deliver to the Secretary of State for filing a statement setting forth: A. The foreign limited partnership name; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The foreign limited partnership's jurisdiction of organization and date of organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. That the foreign limited partnership intends to transact business under a fictitious name; and [PL 2005, c. 543, Pt. C, §2 (NEW).] D. The fictitious name that the foreign limited partnership proposes to use. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Compliance required. A fictitious name must comply with the requirements of section 1308, subsection 1 . [PL 2005, c. 543, Pt. C, §2 (NEW).]

5. Enjoin use of fictitious name. If a foreign limited partnership uses a fictitious name without complying with the requirements of this section, the continued use of the fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the fictitious name. [PL 2005, c. 543, Pt. C, §2 (NEW).]

6. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of a fictitious name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if: A. The fictitious name did not, at the time the statement required by subsection 3 was filed, comply with the requirements of section 1308, subsection 1 ; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The 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 2005, c. 543, Pt. C, §2 (NEW).] The mere filing of a statement pursuant to subsection 3 does not constitute actual use of the fictitious name set out in that statement for purposes of determining priority of rights. [PL 2005, c. 543, Pt. C, §2 (NEW).]

7. Terminate use of fictitious name. A foreign limited partnership may terminate a fictitious name by executing and delivering a statement setting forth: A. The name of the foreign limited partnership; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The foreign limited partnership's jurisdiction of organization and date of organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The date on which the foreign limited partnership was authorized to transact business in this State; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. That the foreign limited partnership no longer intends to transact business under the fictitious name; and [PL 2005, c. 543, Pt. C, §2 (NEW).] E. The fictitious name the foreign 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. § 1604 — ME Code / Title 31 / Chapter 21 / Section 1604
31 §1604. Revival of limited liability company after dissolution
Status: in_force

1. Determination of need to revive company. If the Secretary of State finds that a limited liability company has dissolved in any manner under this chapter, that the certificate of formation for that limited liability company has been cancelled pursuant to section 1533 and that the limited liability company should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party accompanied by the payment of the fee required by section 1680 file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the limited liability company. [PL 2011, c. 113, Pt. A, §15 (AMD).]

2. Certificate of revival. The certificate of revival must include: A. The name of the limited liability company prior to revival; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. The name of the limited liability company following revival, which limited liability company name must comply with section 1508 ; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. The date of formation of the limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. The date of dissolution of the limited liability company, if known, together with the date the certificate of cancellation was filed by the Secretary of State; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] E. The name and address of the registered agent of the limited liability company prior to revival. If the registered agent has resigned or no longer can be located by the limited liability company, the limited liability company shall deliver for filing a form appointing a registered agent as required by Title 5, chapter 6‑A , which form must accompany the certificate under this section; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] F. The name and address of the party or parties requesting the revival; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] G. The purpose or purposes for which revival is requested; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] H. The time period needed to complete the purpose or purposes specified under paragraph G . [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. Notice of revival. The Secretary of State shall issue a notice to the limited liability company to the address provided in subsection 2, paragraph F stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this section. [PL 2011, c. 113, Pt. A, §15 (AMD).]

4. Amendment to certificate of formation. Once the revival has been granted in accordance with subsection 3 , the certificate of revival is deemed to be an amendment to the certificate of formation of the limited liability company, and the limited liability company may not be required to take any further action to amend its certificate of formation under this chapter with respect to the matters set forth in the certificate of revival. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Termination of revival. When the time period specified in subsection 2, paragraph H has expired, the Secretary of State shall issue a notice to the limited liability company at the address provided in subsection 2, paragraph F that the status of the limited liability company has returned to the status prior to filing the certificate of revival under this section. [PL 2011, c. 113, Pt. A, §15 (AMD).]
31 M.R.S. § 1649 — ME Code / Title 31 / Chapter 21 / Section 1649
31 §1649. Restrictions on approval of mergers and conversions
Status: in_force

1. Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's written consent to that plan. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Consent to agreement. A member does not give the consent required by subsection 1 merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
31 M.R.S. § 1343 — ME Code / Title 31 / Chapter 19 / Section 1343
31 §1343. No liability as limited partner for limited partnership obligations
Status: in_force

An obligation of a limited partnership, whether arising in contract, tort or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
31 M.R.S. § 1438 — ME Code / Title 31 / Chapter 19 / Section 1438
31 §1438. Filings required for merger; effective date
Status: in_force

1. Articles of merger; signed. After each constituent organization has approved a merger, articles of merger must be signed on behalf of: A. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Each other preexisting constituent organization, by an authorized representative. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]

2. Articles of merger; contents. The articles of merger must include: A. The name and form of each constituent organization and the jurisdiction of its governing statute; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect; [PL 2005, c. 543, Pt. C, §2 (NEW).] C. The date the merger is effective under the governing statute of the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] D. If the surviving organization is to be created by the merger: (1) If the surviving organization will be a limited partnership, the limited partnership's certificate of limited partnership; or (2) If the surviving organization will be an organization other than a limited partnership, the organizational document that creates the organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] E. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; [PL 2005, c. 543, Pt. C, §2 (NEW).] F. A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; [PL 2005, c. 543, Pt. C, §2 (NEW).] G. If the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that may be used for service of process under section 1439, subsection 2 ; and [PL 2007, c. 323, Pt. F, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] H. Any additional information required by the governing statute of any constituent organization. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2007, c. 323, Pt. F, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Deliver to Secretary of State. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State. [PL 2005, c. 543, Pt. C, §2 (NEW).]

4. Merger effective. A merger becomes effective under this subchapter: A. If the surviving organization is a limited partnership, upon the later of: (1) Compliance with subsection 3 ; and (2) Subject to section 1326, subsection 3 , as specified in the articles of merger; or [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization. [PL 2005, c. 543, Pt. C, §2 (NEW).] [PL 2005, c. 543, Pt. C, §2 (NEW).]