An Act To Establish the Uniform Partnership Act and the Uniform Limited Partnership Act Further amend the bill in Part A in section 2 in that part designated "§l009." in subsection 2 in the first line (page 29, line 2 in L.D.) by striking out the following: Process" and inserting in its place the following: Service of process Further amend the bill in Part A in section 2 by striking out all of that part designated "§l09l." (page 121, lines 2 to 19 in L.D.) and inserting in its place the following: Sl091. Definitions As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings. 1. Cox:poration. Corporation" means a corporation created under the Maine Business Corporation Act. predecessor law or comparable law of another jurisdiction. 2. General partner. General partner" means a partner in a partnership. a general partner in a limited partnership. a general partner in a limited liability partnership and a general partner in a limited liability limited partnership. Page 1-LR1469(2) COMMITTEE AMENDMENT
Maine Legislature, Session 122, LD 1609
Committee Amendment CA_A_S506 (Senate)
Amends: 9-B MRSA §311, 9-B MRSA §352, 9-B MRSA §1222, 10 MRSA §1521, 10 MRSA §1522, 13-B MRSA §301-A, 13-C MRSA §401, 18-B MRSA §1011, 31 MRSA §603-A, 31 MRSA §760, 31 MRSA §762, 31 MRSA §803-A, 31 MRSA §876

COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 
Act To Establish the Uniform Partnership Act" 
1609, Bill, "An 
Amend the bill by striking out the title and substituting 
the following: 
'An Act To Establish the Uniform Partnership Act and the Uniform 
Limited Partnership Act' 
Further amend the bill in Part A in section 2 in that part 
designated "§l009." in subsection 2 in the first line (page 29, 
line 2 in L.D.) by striking out the following: 
"Process" and 
inserting in its place the following: 
'Service of process' 
Further amend the bill in Part A in section 2 by striking 
out all of that part designated "§l09l." (page 121, lines 2 to 19 
in L.D.) and inserting in its place the following: 
'Sl091. 
Definitions 
As 
used in this subchapter, unless the context otherwise 
indicates, the following terms have the following meanings. 
1. 
Cox:poration. 
"Corporation" means a corporation created 
under the Maine Business Corporation Act. 
predecessor law or 
comparable law of another jurisdiction. 
2. 
General partner. 
"General partner" means a partner in a 
partnership. 
a 
general 
partner 
in 
a 
limited partnership. 
a 
general partner in a limited liability partnership and a general 
partner in a limited liability limited partnership. 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
3. 
Limited liability company. 
"Limited liability company" 
means a limited liability company created under the Maine Limited 
Liability Company Act, 
predecessor 
law or comparable 
law of 
another jurisdiction. 
4. 
Limited 
liability 
limited 
partnership. 
"Limited 
liability limited partnership" means a limited partnership whose 
certificate 
of 
limited 
partnership 
states 
that 
the 
limited 
partnership is a limited liability limited partnership. 
5. 
Limited partner. 
"Limited partner" means 
a 
limited 
partner in a 
limited partnership and a 
limited partner in a 
limited liability partnership. 
6. 
Limited partnership. 
"Limited partnership" 
means 
a 
limited partnership created under the Uniform Limited Partnership 
Act, predecessor law or comparable law of another jurisdiction. 
7. 
Member. 
"Member" 
means 
a 
person 
reflected in the 
required records of a limited liability company as the owner of 
some governance rights of a membership interest in the limited 
liability company. 
8. 
Partner. 
"Partner" includes both a general partner and 
a limited partner. 
9. 
Partnership. 
"Partnership" means a partnership formed 
under section 1022 or any predecessor law. 
10. 
Shareholder. 
"Shareholder" means the person in whose 
name the units into which proprietary interests in a corporation 
are divided are registered in the records of the corporation or 
the beneficiary owner of such units to the extent of the rights 
granted by a nominee certificate on file with a corporation.' 
Further amend the bill in Part 
designated 
"S1092." 
in subsection 
paragraph B (page 122, line 40 in 
place the following: 
A in section 2 in that part 
by striking out all of 
L. D.) and inserting in its 
'B. 
The 
name of the partnership immediately before the 
filing of the certificate of limited partnership and the 
name to which the name of the partnership is to be changed, 
which must be a 
name that satisfies the requirements of 
section 1308;' 
Further amend the bill in Part A in section 2 in that part 
designated "Sl092." in subsection 3 in paragraph C in the last 
line (page 122, line 45 in L. D.) by striking out the following: 
COMMITTEE AMENDMENT 
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, 
" 
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COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
"agreement." 
and 
'agreement: and' 
inserting 
in 
its 
place 
the 
following: 
Further amend the bill in Part A in section 2 in that part 
designated "§l092, " in subsection 3 by inserting after paragraph 
C the following: 
'D. 
A statement either that all the required prov~s~ons are 
set forth in its public organic document with any other 
desired provisions that are permitted or that a 
public 
organic document is attached.' 
Further amend the bill in Part A in section 2 by striking 
out all of that part designated "§l093." (page 124, lines 16 to 
in L.D.) and inserting in its place the following: 
'Sl093. 
Conversion of partnership to a business entity 
1. 
Conversion. 
A partnership 
or 
a 
limited liability 
partnership may be converted to a limited partnership. limited 
liability limited partnership, corporation or limited liability 
company pursuant to this section. 
2. 
Terms and conditions. 
The terms and conditions of a 
conversion of a partnership to a limited partnership, limited 
liability limited partnership, corporation or limited liability 
company must be approved by all of the partners or as otherwise 
provided in the partnership agreement. 
3. 
Organizational documents filed. 
After the conversion is 
approved by the partners. articles of conversion must be executed 
on behalf of the converting entity by a partner or other duly 
authorized representative. The articles must: 
A. 
Set forth the name of the entity immediately before the 
filing of the articles of conversion and the name to which 
the name of the entity is to be changed, which must be a 
name that satisfies the organic law of the surviving entity; 
B. 
State the type of entity that the surviving entity will 
~ 
C. 
Set forth a statement that the plan of entity conversion 
was duly approved by the partners in the manner required by 
this Act and the partnership agreement: and 
D. 
If the surviving entity is a 
filing entity, either 
contain all the provisions required to be set forth in its 
public organic document with any other desired provisions 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
that 
are 
permitted 
or 
have 
attached 
a 
public 
organic 
document. 
4. 
Effective date of conversion. 
The 
conversion takes 
effect when the articles of conversion are filed or at any later 
date specified in the articles of conversion or as provided by 
the organic laws of the surviving entity. 
5. 
Liabilitr. 
A general partner who 
becomes 
a 
limited 
partner, 
general 
partner 
in 
a 
limited 
liability 
limited 
partnership, shareholder or member as a result of the conversion 
remains liable as a general partner of a partnership for an 
obligation incurred by the partnership before the conversion 
takes effect. If the Qther party to a transactiQn with a limited 
partnership, limited liability limited partnership, corporation 
or limited liability company reasonably believes when entering 
the 
transactiQn 
that 
the 
limited partner, 
general 
partner, 
shareholder or member is a general partner in a partnership or a 
general partner in a limited partnership, the limited partner, 
general 
partner, 
shareholder 
or 
member 
is 
liable 
for 
an 
obligation for which such partner would be persQnally liable 
under section 1034 that is incurred by the limited partnership, 
limited liability limited partnership, 
corporation or limited 
liability company within 
days after the conversion takes 
effect. The limited partner's, general partner's, shareholder's 
or member's liability fQr all other obligations of the limited 
partnership, limited liability limited partnership, corporation 
or limited liability cQmpany incurred after the conversion takes 
effect is that of a limited partner, shareholder or member as 
provided in the jurisdiction in which the limited partnership, 
limited liability limited partnership, 
corporation or limited 
liability company is formed.' 
Further amend the bill in Part A in section 2 by striking 
out all of that part designated "§l094." and inserting in its 
place the following: 
'Maine Comment 
In keeping with the general trend of rationalization in 
business entities, Maine partnerships should be able to engage in 
conversion transactions to the same extent as any other business 
entity, 
through means 
of 
a 
conversion. 
It is important to 
provide a mechanism for the conversion in the Uniform Partnership 
Act, rather than relying upon the provisions for conversion in 
the Maine Business Corporation Act. 
§1094. 
Effect of conversion 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT ,)Q" to S.P. 591, L.D. 1609 
1. 
Same entity. 
A partnership that has been converted 
pursuant to this subchapter is for all purposes the same entity 
that existed before the conversion. 
2. 
Effective date. When a conversion takes effect: 
A. 
All property owned by the converting partnership remains 
vested in the converted entity; 
B. 
All obligations of the converting partnership continue 
as obligations of the converted entity: and 
C. 
An 
action or proceeding pending by or against the 
converting partnership may be continued as if the conversion 
had not occurred.' 
Further amend the bill in Part A in section 2 in that part 
designated "§109S." in subsection 2 in paragraph A in the first 
line 
(page 
126, 
line 
in 
L.D.) 
by 
inserting after 
the 
following: 
"name" 
the 
fOllowing: 
the 
jurisdiction 
of 
organization and the date of organization' 
Further amend the bill in Part A in section 2 in that part 
designated "§1096." in subsection 2 in the 4th line (page 128, 
line 36 in L.D.) by striking out the following: 
"domestic" 
Further amend the bill in Part A in section 2 in that part 
designated "§1097." in subsection 2 in paragraph A in the first 
line 
(page 
131, 
line 
in 
L.D.) 
by 
inserting after 
the 
following: 
"name" 
the 
following: 
the 
jurisdiction 
of 
organization and the date of organization' 
Further amend the bill in Part A in section 2 in that part 
designated "§1103." in the first paragraph in the first line 
(page 134, line 9 in L.D.) by striking out the following: 
"2006" 
and inserting in its place the following: 
'2007' 
Further amend the bill in Part A in section 2 by striking 
out all of that part designated "§1104." (page 134, lines 19 to 
in L.D.) and inserting in its place the following: 
'§1104. 
Applicability 
1. 
Application before July 1, 2007. 
Before July 1, 2007, 
this chapter governs only a partnership formed: 
A. 
After 
July 1, 
2007, 
except 
a 
partnership that is 
continuing the business of a dissolved partnership under 
former Title 31, section 318: and 
COMMITTEE AMENDMENT 
, 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
B. 
Before 
July 
1, 
2007 
that elects. 
as 
provided by 
subsection 3. to be governed by this chapter. 
2. 
Ap,plication on and after July 1. 2007. 
On and after 
July I. 2007. this chapter governs all partnerships. 
3. 
Election before July 1. 2007. 
Before July 1. 2007. a 
partnership voluntarily may elect, in the manner provided in its 
partnership agreement or by law for amending the partnership 
agreement. to be governed by this chapter. 
The provisions of 
this chapter relating to the liability of the partnership's 
partners to 3rd parties apply to limit those partners' liability 
to a 3rd party who had done business with the partnership within 
one year before the partnership's election to be governed by this 
chapter 
only 
if 
the 
3rd 
party 
knows 
or 
has 
received 
a 
notification of the partnership's election to be governed by this 
chapter. 
A partnership may elect to be governed by this chapter 
by filing 
a 
statement of election stating the 
name 
of 
the 
partnership 
and that 
the 
partnership has 
made 
the 
election 
pursuant to this section.' 
Further amend the bill in Part A by inserting after section 
the following: 
'Sec. A-3. Effective date. 
That section of this Part that 
repeals the Maine Revised Statutes, Title 31, chapter 9 takes 
effect July 1, 2007.' 
Further amend the bill in Part B in section 9 in subsection 
in the 3rd line (page 138, line 35 in L.D.) by striking out the 
fOllowing: 
"aQ 
1.Q." 
and inserting in its place the following: 
'60' 
Further amend the bill in Part B in section 15 in the first 
line (page 140, line 22 in L.D.) by striking out the following: 
"2006" and inserting in its place the following: 
'2007' 
Further 
amend 
the bill by 
inserting after Part 
B 
the 
fOllowing: 
'PARTe 
Sec. C-l. 31 MRSA c.ll, as amended, is repealed. 
Sec. C-2. 31 MRSA c.19 is enacted to read: 
UNIFORM LIMITED PAR'l'NERSHIP ACT (2001) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
PREFAIDRY NorE 
The Act's Overall Approach 
The 
new Limited Partnership Act is a "stand alone" act, 
"de-linked" 
from 
both 
the 
original 
general 
partnership 
act 
("UPA") and the Revised Uniform partnership Act ("RUPA"). To be 
able to stand alone, the Limited Partnership incorporates many 
provisions from RUPA and some from the Uniform Limited Liability 
Company Act ("ULLCA"). As a result, the new Act is far longer and 
more complex than its immediate predecessor, the Revised Uniform 
Limited Partnership Act ("RULPA"). 
The new Act has been drafted for a world in which limited 
liability partnerships and limited liability companies can meet 
many of the needs formerly met by limited partnerships. This Act 
therefore targets two types of enterprises that seem largely 
beyond 
the 
scope 
of 
LLPs 
and 
LLCs: 
(i) 
sophisticated, 
manager-entrenched commercial deals whose participants commit for 
the long term, 
and (ii) estate planning arrangements 
(family 
limited partnerships). This Act accordingly assumes that, more 
often than not, people utilizing it will want: 
• 
strong centralized management, strongly entrenched, and 
• 
passive investors with little control over or right to 
exit the entity 
The Act's rules, and particularly its default rules, have 
been designed to reflect these assumptions. 
The Decision to "De-Link" and Create a Stand Alone Act 
Unlike this Act, RULPA is not a stand alone statute. RULPA 
was drafted to rest on and link to the UPA. 
RULPA Section 1105 
states that "In any case not provided for in this [Act] 
the 
provisions of the Uniform Partnership Act govern." UPA Section 
(2) 
in turn provides that "this Act shall apply to limited 
partnerships except in so far as the statutes relating to such 
partnerships are inconsistent herewith." More particularly, RULPA 
Section 
defines 
the 
rights, 
powers, 
restrictions 
and 
liabilities of a "general partner of a limited partnership" by 
equating them to the rights, powers, restrictions and liabilities 
of "a partner in a partnership without limited partners." 
This 
arrangement 
has 
not 
been 
completely 
satisfactory, 
because the consequences of linkage are not always clear. See, 
e.g., Frye v. Manacare Ltd., 431 So.2d 181, 183-84 (Fla. Dist. 
Ct. App. 
1983) (applying UPA Section 42 in favor of a limited 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
partner), Porter v. Barnhouse, 354 N.W.2d 227, 232-33 (Iowa 1984) 
(declining to apply UPA Section 42 in favor of a limited partner) 
and Baltzell-Wolfe Agencies, Inc. v. Car Wash Investments No.1, 
~., 389 N.E.2d 517, 
518-20 
(Ohio 
App. 
1978) 
(holding that 
neither 
the 
specific 
prov1s1ons 
of 
the 
general 
partnership 
statute nor those of the limited partnership statute determined 
the liability of a person who had withdrawn as general partner of 
a 
limited partnership). Moreover, 
in some instances the "not 
inconsistent" rules of the UPA 
can be inappropriate for the 
fundamentally 
different 
relations 
involved 
in 
a 
limited 
partnership. 
In any event, the promulgation of RUPA unsettled matters. 
RUPA differs substantially from the UPA, and the drafters of RUPA 
expressly declined to decide whether RUPA provides a suitable 
base and link for the limited partnership statute. According to 
RUPA's Prefatory Note: 
Partnership 
law 
no 
longer 
governs 
limited partnerships 
pursuant to the provisions of RUPA itself. First, limited 
partnerships 
are 
not 
"partnerships" 
within 
the 
RUPA 
definition. Second, 
UPA Section 6(2), which provides that 
the UPA governs limited partnerships in cases not provided 
for in the Uniform Limited Partnership Act (1976) 
(1985) 
("RULPA") has been deleted. No substantive change in result 
is intended, however. Section 1105 of RULPA already provides 
that the UPA governs in any case not provided for in RULPA, 
and 
thus 
the 
express 
linkage 
in 
RUPA 
is 
unnecessary. 
Structurally, it is more appropriately left to 
RULPA 
to 
determine the applicability of RUPA to limited partnerships. 
It is contemplated that the 
Conference will 
review the 
linkage question carefully, although no changes in RULPA may 
be necessary despite the many changes in RUPA. 
The linkage question was the first major issue considered 
and 
decided 
by 
this 
Act's 
Drafting 
Committee. 
Since 
the 
Conference has recommended the repeal of the UPA, it made no 
sense to recommend retaining the UPA as the base and link for a 
revised or new limited partnership act. The Drafting Committee 
therefore had to choose between recommending linkage to the new 
general partnership act (i. e., RUPA) or recommending de-linking 
and a stand alone act. 
The 
Committee 
saw 
several 
substantial 
de-linking. A stand alone statute would: 
advantages 
to 
• 
be more convenient, providing a single, self-contained 
source of statutory authority for issues pertaining to 
limited partnerships; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
• 
• 
eliminate confusion as 
to which issues were solely 
subject 
to 
the 
limited partnership 
act 
and 
which 
required 
reference 
(i. e. , 
linkage) 
to 
the 
general 
partnership act; and 
rationalize future case law, 
by ending the automatic 
link between the cases concerning partners in a general 
partnership and issues pertaining to general partners 
in a limited partnership. 
Thus, 
a 
stand alone act seemed likely to promote efficiency, 
clarity, and coherence in the law of limited partnerships. 
In contrast, 
recommending linkage would have required the 
Drafting Committee to (1) consider each provision of RUPA 
and 
determine whether the provision addressed a matter provided for 
in RULPA; 
(2) for each RUPA provision which addressed a matter 
not provided for in RULPA, determine whether the provision stated 
an appropriate rule for limited partnerships; and (3) for each 
matter addressed both by RUPA and RULPA, determine whether RUPA 
or RULPA stated the better rule for limited partnerships. 
That approach was unsatisfactory for at least two reasons. 
No matter how exhaustive the Drafting Committee's analysis might 
be, 
the 
Committee 
could 
not 
guarantee 
that 
courts 
and 
practitioners would reach the same conclusions. Therefore, in at 
least some situations linkage would have produced ambiguity. In 
addition, the Drafting Committee could not guarantee that all 
currently appropriate links would remain appropriate as courts 
begin 
to 
apply 
and 
interpret 
RUPA. 
Even 
if 
the 
Committee 
recommended 
linkage, 
RUPA 
was 
destined 
to 
be 
interpreted 
primarily 
in 
the 
context 
of 
general 
partnerships. 
Those 
interpretations might not make sense for limited partnership law, 
because 
the modern limited partnership involves 
fundamentally 
different relations than those involved in "the small, often 
informal, partnership" that is "[t]he primary focus of RUPA." 
RUPA, Prefatory Note. 
The 
Drafting 
Committee 
therefore 
decided 
to 
draft 
and 
recommend a stand alone act. 
Availability of LLLP Status 
Following the example of a growing number of States, this 
Act provides for limited liability limited partnerships. In a 
limited liability limited partnership 
("LLLP"), 
no partner 
whether general or limited -
is liable on account of partner 
status for the limited partnership's obligations. Both general 
and limited partners benefit from a full, status-based liability 
shield that is equivalent to the shield enjoyed by corporate 
shareholders, LLC members, and partners in an LLP. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT 'A " to S.P. 591, L.D. 1609 
This 
Act 
is 
designed 
to 
serve 
preexisting 
limited 
partnerships as well as limited partnerships formed after the 
Act's enactment. Most of those preexisting limited partnership 
will not be LLLPs, and accordingly the Act does not prefer or 
presume LLLP status. Instead, the Act makes LLLP status available 
through 
a 
simple 
statement 
in 
the 
certificate 
of 
limited 
partnership. See Sections 102(9), 201(a)(4) and 404(c). 
Liability Shield for Limited Partners 
RULPA 
provides 
only 
a 
restricted liability shield 
for 
limited partners. The shield is at risk for any limited partner 
who "participates in the control of the business." RULPA Section 
303(a). Although this "control rule" is subject to a lengthy list 
of safe harbors, RULPA Section 303(b), in a world with LLPs, LLCs 
and, most importantly, LLLPs, the rule is an anachronism. This 
Act therefore eliminates the control rule and provides a full, 
status-based shield against limited partner liability for entity 
obligations. 
The 
shield applies 
whether 
or not 
the 
limited 
partnership is an LLLP. See Section 303. 
Transition Issues 
Following RUPA's example, this Act provides (i) an effective 
date, 
after which all newly 
formed limited partnerships are 
subject to this Act; 
(ii) 
an optional period, 
during which 
limited partnerships formed under a predecessor statute may elect 
to become subject to this Act; and (iii) a mandatory date, on 
which all preexisting limited partnerships become subject to this 
Act by operation of law. 
A few provisions of this Act differ so substantially from 
prior 
law 
that 
they 
should 
not 
apply 
automatically 
to 
a 
preexisting limited partnership. 
Section 
1206(c) 
lists these 
provisions 
and 
states 
that 
each 
remains 
inapplicable 
to 
a 
preexisting limited partnership, unless the limited partnership 
elects for the provision to apply. 
Comparison of RULPA and this Act 
The 
following 
table 
compares 
some 
of 
the 
major 
characteristics of RULPA and this Act. In most instances, the 
rules involved are "default" rules -
Le., subject to change by 
the partnership agreement. 
Characteristic 
relationship to 
general partnership 
RULPA 
linked, Sections 1105, 
403; UPA Section 6(2) 
this Act 
de-linked (but 
many RUPA 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT ,A" to S.P. 591, L.D. 1609 
act 
provisions 
incorporated) 
permitted purposes 
subject to any specified 
any lawful purpose, 
exceptions, "any business Section 104(b) 
that a partnership without 
limited partners may carry 
constructive notice 
via publicly 
filed documents 
duration 
use of limi ted 
partner name in 
entity name 
annual report 
on, " Section 106 
only that limited 
partnership exists and 
that designated general 
partners are general 
partners, Section 208 
specified in certificate 
of limited partnership, 
Section 20l(a)(4) 
prohibited, except in 
unusual circumstances, 
Section 102(2) 
none 
limited partner 
none unless limited 
liability for entity partner "participates in 
debts 
the control of the 
business" and person 
"transact[s] business 
with the limited 
partnership reasonably 
believing. . . that the 
limited partner is a 
general partner," Section 
Page II-LRI469(2) 
RULPA constructive 
notice provisions 
carried forward, 
Section 103(c), 
plus constructive 
notice, 90 days 
after appropriate 
filing, of: 
general partner 
dissociation and 
of limited 
partnership 
dissolution, 
termination, 
merger and 
conversion, 
Section 103(d) 
perpetual, Section 
104(c): subject 
to change in 
partnership 
agreement 
permitted, 
Sectionl08(a) 
required, Section 
none, regardless of 
whether the limited 
partnership is an 
LLLP, "even if the 
limited partner 
participates in the 
management and 
control of the 
limited 
partnership," 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "~,, to S.P. 591, L.D. 1609 
limited partner 
duties 
partner access to 
information -
required records/ 
information 
partner access to 
303(a); safe harbor lists Section 303 
many activities that do 
not constitute 
participating in the 
control of the business, 
Section 303(b) 
none specified 
all partners have right 
of access; no requirement 
of good cause; Act does 
not state whether 
partnership agreement may 
limit access; Sections 
105(b) and 305(1) 
no fiduciary 
duties "solely by 
reason of being a 
limited partner," 
Section 305(a); 
each limited 
partner is obliged 
to "discharge 
duties • • • and 
exercise rights 
consistently with 
the obligation of 
good faith and 
fair dealing," 
Section 305(b) 
list of required 
information 
expanded slightly; 
Act expressly 
states that partner 
does not have to 
show good cause; 
Sections 304 (a) , 
407(a); however, 
the partnership 
agreement may set 
reasonable 
restrictions on 
access to and use 
of required 
information, 
Section 110(b)(4), 
and limited 
partnership may 
impose reasonable 
restrictions on 
the use of 
information, 
Sections 304(g) 
and 407(f) 
limited partners have the for limited 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
information - other 
information 
right to obtain other 
relevant information 
"upon reasonable demand," 
Section 305(2); general 
partner rights linked to 
general partnership act, 
Section 403 
partners, RULPA 
approach 
essentially 
carried forward, 
with procedures 
and standards for 
making a reasonable 
demand stated in 
greater detail, 
plus requirement 
that limi ted 
partnership supply 
known material 
information when 
limited partner 
consent sought, 
Section 304; 
general partner 
access rights made 
explicit, 
following ULLCA 
and RUPA, 
including 
obligation of 
limited 
partnership and 
general partners 
to volunteer 
certain 
information, 
Section 407; 
access rights 
provided for 
former partners, 
Sections 304 and 
general partner 
complete, automatic and 
LLLP status 
liability for entity formally inescapable, 
available via a 
debts 
Section 403(b) 
simple statement in 
(n.b. - in practice, most the certificate of 
. modern limited 
limited, 
partnerships have used a 
partnership 
general partner that has 
Sections 102(9), 
its own liability shield; 201(a)(4); LLLP 
e.g., a corporation or 
status provides a 
limited liability 
full liability 
company) 
shield to all 
general partners, 
Section 404(c); if 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
general partner 
duties 
allocation of 
profits, losses and 
distributions 
partner liability 
for distributions 
limited partner 
voluntary 
dissociation 
linked to duties of 
partners in a general 
partnership, Section 403 
provides separately for 
sharing of profits and 
losses, Section 503, and 
for sharing of 
distributions, Section 
504; allocates each 
according to 
contributions made and 
not returned 
recapture liability if 
distribution involved 
"the return of • • • 
contribution"; one year 
recapture liability if 
distribution rightful, 
Section 608(a); six year 
recapture liability if 
wrongful, Section 608(b) 
theoretically, limited 
partner may withdraw on 
six months notice unless 
partnership agreement 
specifies a term for the 
limited partnership or 
the limited 
partnership is not 
an LLLP, general 
partners are 
liable just as 
under RULPA, 
Section 404(a) 
RUPA general 
partner duties 
imported, Section 
408; general 
partner's 
non-compete duty 
continues during 
winding up, 
Section 408(b)(3) 
eliminates as 
unnecessary the 
allocation rule 
• 
for profits and 
losses; allocates 
distributions 
according to 
contributions made, 
Section 503 (n.b. 
- in the default 
mode, the Act's 
formulation 
produces the same 
result as RULPA 
formulation) 
following ULLCA 
Sections 406 and 
407, the Act adopts 
the RMBCA approach 
to improper 
distributions, 
Sections 508 and 
no "right to 
dissociate as a 
limited partner 
before the 
termination of the 
limited 
COMMITTEE AMENDMENT 
.. 
COMMITTEE AMENDMENT .. A .. to S.P. 591, L.D. 1609 
limited partner 
involuntary 
dissociation 
limited partner 
dissociation -
payout 
general partner 
voluntary 
dissociation 
general partner 
involuntary 
dissociation 
withdrawal events for 
limited partner, Section 
603; practically, 
virtually every 
partnership agreement 
specifies a term, 
thereby eliminating the 
right to withdraw 
(n.b. - due to estate 
planning concerns, 
several States have 
amended RULPA to prohibit 
limited partner 
withdrawal unless 
otherwise provided in the 
partnership agreement) 
not addressed 
"fair value . • • based 
upon [the partner's] 
right to share in 
distributions," Section 
right exists unless 
otherwise provided in 
partnership agreement, 
Section 602; power 
exists regardless of 
partnership agreement, 
Section 602 
partnership," 
Section 601(a); 
power to 
dissociate 
expressly 
recognized, Section 
601(b)(l), but can 
be eliminated by 
the partnership 
agreement 
lengthy list of 
causes, Section 
601(b), taken with 
some modification 
from RUPA 
no payout; person 
becomes transferee 
of its own 
transferable 
interest, Section 
602(3) 
RULPA rule carried 
forward, although 
phrased 
differently, 
Section 604(a); 
dissociation 
before termination 
of the limited 
partnership is 
defined as 
wrongful, Section 
604(b)(2) 
Section 402 lists causes 
following RUPA, 
Section 603 expands 
the list of 
causes, including 
expulsion by court 
order, Section 
603(5) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
• 
general partner 
dissociation -
payout 
transfer of 
partner interest -
nomenclature 
"fair value . . . based 
upon [the partner's] 
right to share in 
distributions," Section 
604, subject to offset 
for damages caused by 
wrongful withdrawal, 
Section 602 
"Assignment of 
Partnership Interest," 
Section 702 
no payout; person 
becomes transferee 
of its own 
transferable 
interest, Section 
605(5) 
"Transfer of 
Partner's 
Transferable 
Interest," Section 
transfer of partner 
economic rights fully 
interest - substance transferable, but 
management rights and 
same rule, but 
Sections 701 and· 
follow RUPA's 
rights of creditor 
of partner 
dissolution by 
partner consent 
dissolution 
following 
partner status are not 
more detailed and 
transferable, Section 702 less oblique 
formulation 
limited to charging 
order, Section 703 
requires unanimous 
written consent, Section 
801(3) 
essentially the 
same rule, but, 
following RUPA and 
ULLCA, the Act has 
a more elaborate 
provision that 
expressly extends 
to creditors of 
transferees, 
Section 703 
requires 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," 
Section 80l( 2) 
occurs automatically 
if at least one 
unless all partners agree general partner 
Page l6-LR1469(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
dissociation of a 
general partner 
filings related 
to entity 
termination 
to continue the business 
remains, no 
and, if there is no 
dissolution 
remaining general 
partner, to appoint a 
replacement general 
partner, Section 801(4) 
certificate of limited 
partnership to be 
cancelled when limited 
unless "within 
days after the 
dissociation . . . 
partners owning a 
majority of the 
rights to receive 
distributions as 
partners" consent 
to dissolve the 
limited 
partnership; 
Section 801(3)(A); 
if no general 
partner remains, 
dissolution occurs 
upon the passage 
of 90-days after 
the dissociation, 
unless before that 
deadline limited 
partners owning a 
majority of the 
rights to receive 
distributions 
owned by limited 
partners consent 
to continue the 
business and admit 
at least one new 
general partner 
and a new general 
partner is 
admitted, Section 
801(3) (B) 
limited partnership 
may amend 
certificate to 
partnership dissolves and indicate 
begins winding up, 
dissolution, 
Section 203 
Section 803(b)(1), 
and may file 
statement of 
termination 
indicating that 
winding up has 
been completed and 
the limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A" to S.P. 591, L.D. 1609 
procedures for 
none 
barring claims 
against dissolved 
limited partnership 
conversions and 
mergers 
no provision 
writing requirements some provisions pertain 
only to written 
understandings; see, 
e.g., Sections 401 
partnership is 
terminated, 
Section 203 
following ULLCA 
Sections 807 and 
808, the Act adopts 
the RMBCA approach 
providing for 
giving notice and 
barring claims, 
Sections 806 and 
Article 11 permits 
conversions to and 
from and mergers 
with any 
"organization," 
defined as "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 entity 
having a governing 
statute • . . 
[including] 
domestic and 
foreign entities 
regardless of 
whether organized 
for profit." 
Section 1101(8) 
removes virtually 
all writing 
requirements; but 
does require that 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A" to S.P. 591, L.D. 1609 
(partnership agreement 
may "provide in writing 
for the admission of 
additional general 
partners"; such admission 
also permitted "with the 
written consent of all 
partners"), 502(a) 
(limited partner's 
promise to contribute 
"is not enforceable 
unless set out in a 
writing signed by the 
limited partner"), 801 (2) 
and (3) (dissolution 
occurs "upon the 
happening of events 
specified in writing in 
the partnership 
agreement" and upon 
"written consent of all 
partners"), 801(4) 
(dissolution avoided 
following withdrawal of 
a general partner if "all 
partners agree in 
writing" ) 
CHAPTER 19 
certain information 
be maintained in 
record form, 
Section III 
UNIFORM LIMITED PAR:l'NERSBIP ACT 
SUBCHAPTER 1 
GENERAL PROVISIONS 
S1301. Short title 
This chapter may be known and cited as "the Uniform Limited 
Partnership Act of 2007." 
S1302. Definitions 
As 
used in this 
chapter. 
unless 
the 
context otherwise 
indicates, the following terms have the following meanings. 
1. 
Certificate of limited partnership. 
"Certificate of 
limited partnership" means the certificate required by section 
1321. The term includes the certificate as amended or restated. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A" to S.P. 591, L.D. 1609 
2. 
Contribution. 
"Contribution," 
except in the 
phrase 
"right of contribution," means any benefit provided by a person 
to a limited partnership in order to become a partner or in the 
person's capacity as a partner. 
3. 
Debtor in bankruptcy. 
"Debtor in bankruptcy" means a 
person that is the subject of: 
A. 
An order for relief under Title 11 of the United States 
Code or a 
comparable order under a 
successor statute of 
general application; or 
B. 
A comparable order under federaL state or foreign law 
governing insolvency. 
4. 
Designated office. 
"Designated office" means: 
A. 
With respect to a limited partnership. the office that 
the 
limited 
partnership 
is 
required 
to 
de s ignate 
and 
maintain under section 1314; and 
B. 
With respect to 
a 
foreign limited partnership. its 
principal office. 
5. 
Distribution. 
"Distribution" means a transfer of money 
or other property from a limited partnership to a partner in the 
partner's capacity as a partner or to a transferee on account of 
a transferable interest owned by the transferee. 
6. 
Foreign limited liability limited partnership. 
"Foreign 
limited liability limited partnership" means a foreign limited 
partnership whose general partners have limited liability for the 
obligations of the foreign limited partnership under a provision 
similar to section 1354. subsection 3. 
7. 
Foreign 
limited 
partnership. 
"Foreign 
limited 
partnership" means 
a 
partnership formed under the 
laws of a 
jurisdiction other than this State and required by those laws to 
have 
one 
or more general partners 
and one 
or more 
limited 
partners. The term includes a foreign limited liability limited 
partnership. 
8. 
General partner. 
"General partner" means: 
A. 
With respect to a limited partnership, a person that: 
(1) 
Becomes a general partner under section 1351; or 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT '~" to S.P. 591, L.D. 1609 
( 2) 
Was 
a general partner in a limited partnership 
when the limited partnership became subject to this 
chapter under section 1453, subsection 1 or 2: and 
B. 
With respect to a foreign limited partnership, a person 
that has rights, powers and obligations similar to those of 
a general partner in a limited partnership. 
9. 
Limited 
liability 
limited 
partnerShip. 
"Limited 
liability limited partnership," except in the phrase "foreign 
limited 
liability 
limited 
partnership," 
means 
a 
limited 
partnership whose certificate of limited partnership states that 
the 
limited 
partnership 
is 
a 
limited 
liability 
limited 
partnership. 
10. 
Limited partner. 
"Limited partner" means: 
A. 
With respect to a limited partnership, a person that: 
(1) 
Becomes a limited partner under section 1341: or 
(2) 
Was 
a limited partner in a limited partnership 
when the limited partnership beCame subject to this 
chapter under section 1453, subsection 1 or 2: and 
B. 
With respect to a foreign limited .partnership, a person 
that has rights, powers and obligations similar to those of 
a limited partner in a limited partnership. 
11. 
Limited partnership. 
"Limited partnership," except in 
the phrases "foreign limited partnership" and "foreign limited 
liability limited partnership," means an entity having one or 
more general partners and one or more limited partners that is 
formed ynder this chapter by 2 or more persons or becomes subject 
to this chapter under subchapter 11 or section 1453, subsection 1 
or 2. The term includes a limited liability limited partnership. 
12. 
Partner. 
"Partner" means a limited partner or general 
partner. 
13. 
Partnership agreement. 
"Partnership agreement" means 
the partners' agreement, whether oral, implied, in a record or in 
any combination, 
concerning the limited partnership. 
The 
term 
includes the agreement as amended. 
14. 
Person. 
"Person" 
means 
an indiyidual: 
corporation: 
business trust: estate; trust; partnership; limited liability 
company; 
association; 
joint venture: 
government: 
governmental 
subdivision, 
agency or instrumentality; public corporation; or 
any other legal or commercial entity. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
15. 
Person 
dissociated 
as 
general 
partner. 
"Person 
dissociated as a general partner" means a person dissociated as a 
general partner of a limited partnership. 
16. 
Principal office. 
"Principal office" means the office 
where the principal executive office of a limited partnership or 
foreign limited partnership is located, whether or not the office 
is located in this State. 
17. 
Record. 
"Record" means information that is inscribed 
on a tangible medium or that is stored in an electronic or other 
medium and is retrievable in perceivable form. 
18. 
Required information. 
"Required information" means the 
information that a limited partnership is required to maintain 
under section 1311. 
19. 
Sign. 
"Sign" means: 
A. 
To execute or adopt a tangible symbol with the present 
intent to authenticate a record: or 
B. 
To attach or logically associate an electronic symbol, 
sound or process to or with a record with the present intent 
to authenticate the record. 
20. 
State. 
"State" means a state of the United States, the 
District of Columbia, 
Puerto Rico, 
the United States Virgin 
Islands or any territory or insular possession subject to the 
jurisdiction of the United States. 
21. 
Transfer. 
"Transfer" 
includes 
an 
assignment, 
conveyance, 
deed, 
bill 
of 
sale, 
lease, 
mortgage, 
security 
interest, encumbrance, gift and transfer by operation of law. 
22. 
Transferable interest. 
"Transferable interest" means a 
partner's right to receive distributions. 
23. 
Transferee. 
"Transferee" means a person to which all 
or part of a transferable interest has been transferred, whether 
or not the transferor is a partner. 
Uniform Comment 
(This is section 102 
of the Uniform Limited Partnership Act 
(2001).) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
This section contains definitions applicable throughout the 
Act. 
Section 
1101 
provides 
additional definitions 
applicable 
within Article 11. 
Paragraph 
8(A)(i) 
[General 
partner] 
A 
partnership 
agreement may vary Section 401 and provide a process or mechanism 
for 
becoming 
a 
general partner which is different 
from 
or 
additional to the rules stated in that section. For the purposes 
of this definition, 
a 
person who 
becomes 
a 
general partner 
pursuant to a provision of the partnership agreement "becomes a 
general partner under Section 401." 
Paragraph 10(A)(i) 
[ 
Limited partner] 
The 
Comment 
to 
Paragraph 8(A)(i) applies here as well. For the purposes of this 
definition, a person who becomes a limited partner pursuant to a 
provision of the partnership agreement "becomes a limited partner 
under Section 301." 
Paragraph 
(11) 
[Limited 
partnership] 
This 
definition 
pertains 
to 
what 
is 
commonly 
termed 
a 
"domestic" 
limited 
partnership. The definition encompasses: (i) limited partnerships 
originally formed under this Act, including limited partnerships 
formed under Section 1101(11) to be the surviving organization in 
a merger; (ii) any entity that becomes subject to this Act by 
converting into a limited partnership under Article 11; (iii) any 
preexisting domestic limited partnership that elects pursuant to 
Section 1206(a) to become subject to this Act; and (iv) all other 
preexisting 
domestic 
limited 
partnerships 
when 
they 
become 
subject to this Act under Section 1206(b). 
Following the approach of predecessor law, 
RULPA Section 
101(7), this definition contains two substantive requirements. 
First, it is of the essence of a limited partnership to have two 
classes of partners. Accordingly, under Section 101(11) a limited 
partnership must have at least one general 
and 
one 
limited 
partner. 
Section 
801(3)(B) 
and 
(4) 
provide 
that 
a 
limited 
partnership dissolves if its sole general partner or sole limited 
partner dissociates and the limited partnership fails to admit a 
replacement within 
days 
of 
the dissociation. 
The 
day 
limitation is a default rule, but, in light of Section 101(11), a 
limited partnership may not indefinitely delay "having one or 
more general partners and one or more limited partners." 
It is also of the essence of a limited partnership to have 
at least two partners. Section 101(11) codifies this requirement 
by referring to a limited partnership as "an entity. 
. which 
is formed under this [Act] by two or more persons." Thus, while 
the 
same person may be both a general and limited partner, 
Section 113 (Dual Capacity), one person alone cannot be the "two 
persons" contemplated by this definition. 
However, 
nothing in 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
this definition prevents 
two closely affiliated persons 
from 
satisfying the two person requirement. 
Paragraph 
(13) 
[Partnership agreement] 
Section 110 is 
essential to understanding the significance of the partnership 
agreement. 
See also Section 201(d) 
(resolving inconsistencies 
between 
the 
certificate 
of 
limited 
partnership 
and 
the 
partnership agreement). 
Paragraph (21) [Transfer] -
Following RUPA, 
this Act uses 
the words 
"transfer" 
and "transferee" rather than the words 
"assignment" and "assignee." See RUPA Section 503. 
The 
reference 
to 
"transfer 
by 
operation 
of 
law" 
is 
significant in connection with Section 702 (Transfer of Partner's 
Transferable 
Interest). 
That 
section 
severely 
restricts 
a 
transferee's rights (absent the consent of the partners), 
and 
this definition makes those restrictions applicable, for example, 
to transfers ordered by a 
family court as part of a divorce 
proceeding and transfers resulting from the death of a partner. 
Paragraph (23) [Transferee] -
See comment to Paragraph 21 
for an explanation of why this Act refers to "transferee" rather 
than "assignee." 
S1303. 
Knowledge and notice 
1. 
Knowledge. 
A person knows 
a fact if the person has 
actual knowledge of it. 
2. 
Notice. 
A person has notice of a fact if the person: 
A. 
Knows of it: 
B. 
Has received a notification of it: 
C. 
Has reason to know it exists from all of the facts known 
to the person at the time in question: or 
D. 
Has notice of it under subsection 3 or 4. 
3. 
Certificate of limited partnership. 
A certificate of 
limited partnership on file in the office of the Secretary of 
State is notice that the partnership is a limited partnership and 
the persons designated in the certificate as general partners are 
general partners. Except as otherwise provided in subsection 4, 
the certificate is not notice of any other fact. 
4. 
Notice of certain events. 
A person has notice of: 
COMMITTEE AMENDMENT 
.. ';:..~ 
COMMITTEE AMENDMENT ,jf" to S.P. 591, L.D. 1609 
A. 
Another person's dissociation as a general partner 90 
days 
after 
the 
effective date 
of 
an 
amendment 
to 
the 
certificate of limited partnership that states that the 
other person has dissociated or 90 days after the effective 
date of a statement of dissociation pertaining to the other 
person, whichever occurs first; 
B. 
A limited partnership's dissolution 90 days after the 
effective date of an amendment to the certificate of limited 
partnership 
stating 
that 
the 
limited 
partnership 
is 
dissolved: 
C. 
A limited partnership's termination 90 days after the 
effective date of a statement of termination: 
D. 
A limited partnership's conversion under subchapter 11 
days 
after 
the 
effective 
date 
of 
the 
articles 
of 
conversion: or 
E. 
A merger under subchapter 11 90 days after the effective 
date of the articles of merger. 
5. 
Rotifies or gives notification. 
A person notifies or 
gives a notification to another person by taking steps reasonably 
required to inform the other person in ordinary course, whether 
or not the other person learns of it. 
6. 
Receives notification. 
A person receives a notification 
when the notification: 
A. 
Comes to the person's attention: or 
B. 
Is delivered at the person's place of business or at any 
other place held out by the person as a place for receiving 
communications. 
7. 
Person other 
than individual: 
reasonable diligence. 
Except as otherwise provided in subsection 8, a person other than 
an individual knows, has notice or receives a notification of a 
fact for purposes of a particular transaction when the individual 
conducting the transaction for the person knows, has notice or 
receives a notification of the fact or in any event when the fact 
would have been brought to the individual's attention if the 
person had exercised reasonable diligence. A person other than an 
individual 
exercises 
reasonable 
diligence 
if 
it 
maintains 
reasonable routines for communicating significant information to 
the individual conducting the transaction for the person and 
there is reasonable 
compliance with the routines. 
Reasonable 
diligence does not require an individual acting for the person to 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
communicate information unless the communication is part of the 
individual's regular duties or the individual has reason to know 
of the transaction and that the transaction would be materially 
affected by the information. 
8. 
General partner. 
A general partner's knowledge. notice 
or receipt of a notification of a fact relating to the limited 
partnership is effective immediately as knowledge of. notice to 
or receipt of a notification by the limited partnership. except 
in the case of a fraud on the limited partnership committed by or 
with the consent of the general partner. A limited partner's 
knowledge. notice or receipt of a notification of a fact relating 
to the limited partnership is not effective as knowledge of. 
notice to or receipt of a notification by the limited partnership. 
Uniform Comment 
(This is section 103 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
RUPA Section 102; RULPA Section 208. 
Notice and the relationship among subsections (b), (c) and 
(d) -
These subsections provide separate and independent avenues 
through which a person can have notice of a fact. A person has 
notice of a fact as soon as any of the avenues applies. 
Example: 
A limited partnership dissolves 
and 
amends its 
certificate of 
limited partnership to 
indicate 
dissolution. The amendment is effective on March 
1. On March 15, Person #1 has reason to know of 
the dissolution and therefore has "notice" of the 
dissolution under Section 103(b)(3) 
even though 
Section 103(d)(2) does not yet apply. Person #2 
does not have actual knowledge of the dissolution 
until 
June 
15. 
Nonetheless, 
under 
Section 
(d)( 2) 
Person 
#2 
has 
"notice" 
of 
the 
dissolution on May 30. 
Subsection (c) -
This subsection provides what is commonly 
called constructive notice and comes essentially verbatim from 
RULPA Section 208. As for the significance of constructive notice 
"that the partnership is a limited partnership," see Water. Waste 
& Land. Inc. v. 
Lanham, 
P.2d 997, 
1001-1003 (Colo. 
1998) 
(interpreting a comparable provision of the Colorado LLC statute 
and holding the provision ineffective to change common law agency 
principles, including the rules relating to the liability of an 
agent that transacts business for an undisclosed principal). 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
As for constructive notice that "the persons designated in 
the 
certificate 
as 
general 
partners 
are 
general 
partners," 
Section 201(a)(3) 
requires the initial certificate of limited 
partnership to name each general partner, 
and Section 202(b) 
requires a limited partnership to promptly amend its certificate 
of limited partnership to reflect any change in the identity of 
its general partners. Nonetheless, it will be possible, albeit 
improper, for a person to be designated in the certificate of 
limited partnership as a general partner without having become a 
general partner as contemplated by Section 401. Likewise, it will 
be possible for a person to have become a general partner under 
Section 401 without being designated as a general partner in the 
certificate of limited partnership. According to the last clause 
of this subsection, the fact that a person is not listed as in 
the certificate as 
a general partner is not notice that the 
person is not a general partner. For further discussion of this 
point, see the Comment to Section 401. 
If the partnership agreement 
and the public record are 
inconsistent, 
Section 
201(d) 
applies 
(partnership 
agreement 
controls inter se; public record controls as to third parties who 
have relied). 
See also Section 202(b) 
(requiring the limited 
partnership to amend its certificate of limited partnership to 
keep accurate the listing of general partners), 202(c) (requiring 
a general partner to take corrective action when the general 
partner 
knows 
that 
the 
certificate 
of 
limited 
partnership 
contains false information), 
and 
(imposing liability for 
false 
information in inter alia the certificate of 
limited 
partnership) . 
Subsection 
(d) 
This subsection also provides what is 
commonly called constructive notice and works in conjunction with 
other sections of this Act to curtail the power to bind and 
personal liability of general partners and persons dissociated as 
general partners. See Sections 402, 606, 607, 804, 805, 1111, and 
1112. Following RUPA (in substance, although not in form), the 
constructive notice begins 90 days after the effective date of 
the filed record. For the Act's rules on delayed effective dates, 
see Section 206(c). 
The 90-day delay applies only to the constructive notice and 
not to the event described in the filed record. 
Example: On March 15 X dissociates as a general partner from 
XYZ Limited Partnership by giving notice to XYZ. See Section 
603(1). On March 20, XYZ amends its certificate of limited 
partnership to remove X' s 
name 
from the list of general 
partners. See Section 202(b)(2). 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT I~" to S.P. 591, L.D. 1609 
X I s dissociation is effective March 15. If on March 16 X 
purports to be a general partner of XYZ and under Section 
606(a) binds XYZ to some obligation, X will be liable under 
Section 
606(b) 
as 
a 
"person dissociated 
as 
a 
general 
partner." 
On 
June 
(90 
days 
after 
March 
15), 
the 
world 
has 
constructive 
notice 
of 
X's 
dissociation 
as 
a 
general 
partner. Beginning on that date, X will lack the power to 
bind XYZ. See Section 606(a)(2)(B) (person dissociated as a 
general partner can bind the limited partnership only if, 
inter alia, "at the time the other party enters into the 
transaction. 
• the other party does not have notice of 
the dissociation"). 
Constructive 
notice 
under 
this 
subsection 
applies 
to 
partners and transferees as well as other persons. 
Subsection (e) -
The 
subsection 
is 
equivalent 
subsection (b)(l). 
phrase "person learns of 
to 
the 
phrase 
"knows 
it" 
of 
in this 
it" 
in 
Subsection (h) 
Under this subsection and Section 302, 
information possessed by a person that is only a limited partner 
is 
not 
attributable 
to 
the 
limited 
partnership. 
However, 
information possessed by a person that is both a general partner 
and a limited partner is attributable to the limited partnership. 
See Section 113 (Dual Capacity) 
§1304. 
Nature, purpose and duration of entity 
1. 
Nature. 
A limited partnership is an entity distinct 
from its partners. 
A limited partnership is the 
Same entity 
regardless of whether its certificate states that the limited 
partnership is a limited liability limited partnership. 
2. 
Purpose. 
A limited partnership may be organized under 
this chapter for any lawful purpose. 
3. 
Duration. 
A 
limited 
partnership 
has 
a 
perpetual 
duration. 
Uniform Comment 
(This is section 104 of the Uniform Limited Partnership Act 
(2001).) 
Subsection (a) -
Acquiring or relinquishing an LLLP shield 
changes only the rules governing a general partner I s liability 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
for subsequently incurred obligations of the limited partnership. 
The underlying entity is unaffected. 
Subsection (b) -
In contrast with RULPA Section 106, this 
Act does not require a limited partnership to have a business 
purpose. However, many of the Act' s default rules presuppose at 
least a profit-making purpose. See, e.g., Section 503 (providing 
for the sharing of distributions in proportion to the value of 
contr~butions), 701 (defining a transferable interest in terms of 
the right to receive distributions), 801 (allocating the right to 
consent to cause or avoid dissolution in proportion to partners' 
rights to receive distributions), and 812 (providing that, after 
a dissolved limited partnership has paid its creditors, "[a]ny 
surplus remaining. 
. must be paid in cash as a distribution" 
to 
partners 
and 
transferees). 
If 
a 
limited 
partnership 
is 
organized 
for 
an 
essentially 
non-pecuniary 
purpose, 
the 
organizers should carefully review the Act' s default rules and 
override them as necessary via the partnership agreement. 
Subsection (c) -
The partnership agreement has the power to 
vary this subsection, either by stating a definite term or by 
specifying an event or events which cause dissolution. Sections 
110(a) 
and 801(1). Section 801 also recognizes several other 
occurrences 
that 
cause dissolution. 
Thus, 
the public 
record 
pertaining to a limited partnership will not necessarily reveal 
whether the limited partnership actually has a perpetual duration. 
The public record might also fail to reveal whether the 
limited partnership has in fact dissolved. A dissolved limited 
partnership may amend its certificate of limited partnership to 
indicate dissolution but is not required to 
do 
so. 
Section 
803(b)(1). 
Predecessor law took a 
somewhat different approach. 
RULPA 
Section 201(4) required the certificate of limited partnership to 
state "the latest date upon which the limited partnership is to 
dissolve." Although RULPA Section 801(2) provided for a limited 
partnership to dissolve "upon the happening of events specified 
in writing in the partnership agreement," 
RULPA 
Section 
required 
the 
limited partnership 
to 
file 
a 
certificate 
of 
cancellation to indicate that dissolution had occurred. 
§1305. 
Povers 
A limited partnership has 
the 
powers to 
do all things 
necessary or convenient to carryon its activities, including the 
power to sue, be sued and defend in its own name and to maintain 
an action against a partner for harm caused to the limited 
partnership by a breach of the partnership agreement or violation 
of a duty to the partnership. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
Uniform Conment 
(This is section 105 of the Uniform Limited Partnership Act 
(2001).) 
This Act omits as unnecessary any detailed list of specific 
powers. The power to sue and be sued is mentioned specifically so 
that Section 110(b)(l) can prohibit the partnership agreement 
from varying that power. The power to maintain an action against 
a partner is mentioned specifically to establish that the limited 
partnership itself has 
standing 
to 
enforce 
the 
partnership 
agreement. 
§1306. 
Governing law 
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. 
Uniform Comment 
(This is section 106 of the Uniform Limited Partnership Act 
(2001).) 
To partially define its scope, this section uses the phrase 
"relations 
among 
the 
partners of 
a 
limited partnership 
and 
between the partners and the limited partnership." Section 110(a) 
uses essentially identical language in defining the proper realm 
of the partnership agreement: "relations among the partners and 
between the partners and the partnership." 
Despite the similarity of language, 
this section has 
no 
bearing on the power of a partnership agreement to vary other 
provisions of this Act. It is quite possible for a provision of 
this Act to involve "relations among the partners of a limited 
partnership and between the partners and the limited partnership" 
and thus come within this section, and yet not be subject to 
variation by the partnership agreement. Although Section 110 (a) 
grants plenary authority to the partnership agreement to regulate 
"relations among the partners and between the partners and the 
partnership," that authority is subject to Section 1l0(b). 
For 
example, 
Section 
(General 
Standards 
of 
General 
Partners's 
Conduct) 
certainly 
involves 
"relations 
among 
the 
partners of a limited partnership and between the partners and 
the limited partnership." Therefore, according to this section, 
Section 408 applies to a limited partnership formed or otherwise 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
subject to this Act. Just as certainly, Section 408 pertains to 
"relations among the partners and between the partners and the 
partnership" for the purposes of Section 110 (a), and therefore 
the partnership agreement may properly address matters covered by 
Section 408. However, Section 1l0(b)(5), (6), and (7) limit the 
power of the partnership agreement to vary the rules stated in 
Section 408. See also, e.g., Section 502(c) (stating creditor's 
rights, which are protected under Section 1l0(b)(13) from being 
restricted by the partnership agreement) and Comment to Section 
509. 
This section also applies to "the liability of partners as 
partners for an obligation of a limited partnership." The phrase 
"as 
partners" 
contemplates 
the liability shield for 
limited 
partners under Section 303 and the rules for general partner 
liability stated in Section 404. Other grounds for liability can 
be 
supplied by other law, 
including the 
law of 
some 
other 
jurisdiction. For example, a partner's contractual guaranty of a 
limited partnership obligation might well be governed by the law 
of some other jurisdiction. 
Transferees derive their rights and status under this Act 
from 
partners 
and 
accordingly 
this 
section 
applies 
to 
the 
relations of a transferee to the limited partnership. 
The partnership agreement may not vary the rule stated in 
this section. See Section 110(b)(2). 
§1307. 
Supplemental principles of law; rate of interest 
1. 
Principles 
of 
law 
and 
equity 
supplement. 
Unless 
displaced 
by 
particular 
provl.sl.ons 
of 
this 
chapter, 
the 
principles of law and eguity supplement this chapter. 
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 1602-8. 
Uniform COJJDent 
(This is section 107 of the Uniform Limited Partnership Act 
(2001).) 
Subsection (a) -
This language comes from RUPA Section 104 
and 
does 
not 
address 
an 
important 
question 
raised 
by 
the 
de-linking of this Act from the UPA and RUPA -
namely, to what 
extent is the 
case 
law of general partnerships 
relevant 
to 
limited partnerships governed by this Act? 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A .. to S.P. 591, L.D. 1609 
Predecessor law, 
RULPA Section 403, expressly equated the 
rights, 
powers, 
restrictions, 
and 
liabilities 
of 
a 
general 
partner 
in 
a 
limited 
partnership 
with 
the 
rights, 
powers, 
restrictions, 
and 
liabilities 
of 
a 
partner 
in 
a 
general 
partnership. This Act has no comparable provision. See Prefatory 
Note. Therefore, a court should not assume that a case concerning 
a general partnership is automatically relevant to a 
limited 
partnership governed by this Act. A general partnership case may 
be relevant by analogy, especially if (1) the issue in dispute 
involves a provision of this Act for which a comparable provision 
exists 
under 
the 
law of general partnerships; 
and 
(2) 
the 
fundamental differences between a general partnership and limited 
partnership are immaterial to the disputed issue. 
§13U8. 
Limited partnership name; assumed Dame 
1. 
Requirements for real name. 
This subsection governs the 
real name of a limited partnership. 
A. 
A limited partnership name: 
(1) 
May contain the name of any partner; 
(2) 
Must contain the phrase "limited partnership" or 
the abbreviation "L.P." or "LP," unless the limited 
partnership is filing an assumed name under subsection 
or 
a 
registration of 
name 
under 
section 
1309, 
subsection 2. If the phrase "Limited Partnership" is 
used, 
a 
limited 
partnership 
may 
also 
use 
the 
abbreviation "L.P." or "LP" without filing an assumed 
name under subsection 2; and 
(3) 
May 
not contain the phrase "limited liability 
limited partnership" 
or 
the 
abbreviation 
"LLLP" 
or 
"L.L.L.P." unless it has been designed as a limited 
liability limited partnership. 
If so designated, the 
name must contain the phrase "limited liability limited 
partnership" or the abbreviation "LLLP" or "L. L. L. P. " 
and may not contain the abbreviation "L.P." or "LP." 
B. 
Except as authorized by paragraphs C and D, 
a limited 
partnership name must be distinguishable on the records of 
the Secretary of State from: 
(1) 
The name of a corporation, nonprofit corporation. 
limited 
liability 
company, 
limited 
liability 
partnership 
or 
limited 
partnership 
that 
is 
incorporated, 
organized 
or 
authorized 
to 
transact 
business or carryon activities in this State; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A" to S.P. 591, L.D. 1609 
(2) 
Assumed, fictitious, reserved and registered name 
filings for all entities: and 
(3) 
Marks registered under Title 10, chapter 301-A, 
unless the registered owner or holder of the mark is 
the same person or entity as the limited partnership 
seeking to use a name that is not distinguishable on 
the records of the Secretary of State and files proof 
of ownership with the Secretary of State. 
C. 
The Secretary of State, in the Secretary of State's 
discretion, may refuse to file a name that: 
(1) 
Consists of or comprises language that is obscene: 
(2) 
Inappropriately 
promotes 
abusive 
or 
unlawful 
activity: 
(3) 
Falsely 
suggests 
an 
association 
with 
public 
institutions: or 
(4) 
Violates any other provision of the law of this 
State with respect to names. 
D. 
A limited partnership may apply to the Secretary of 
State 
for 
authorization 
to 
use 
a 
name 
that 
is 
not 
distinguishable on the records of the Secretary of State 
from one or more of the names described in paragraph B. The 
Secretary of State shall authorize use of the name applied 
for if: 
(1) 
The entity in possession of the name applied for 
consents 
to 
the 
use 
in 
writing 
and 
submits 
an 
undertaking in a form satisfactory to the Secretary of 
State 
to 
change 
its 
name 
to 
a 
name 
that 
is 
distinguishable on 
the 
records of the Secretary of 
State from the name of the applicant; or 
(2) 
The applicant delivers to the Secretary of State a 
certified copy of the final judgment of a 
court of 
competent 
jurisdiction 
establishing 
the 
applicant's 
right to use the name applied for in this State. 
E. 
A limited partnership may use the name, including the 
assumed or fictitious name, of another domestic or foreign 
limited partnership that is used in this State if the other 
limited partnership is organized or authorized to transact 
business in this State and the limited partnership proposing 
to use the name: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
(1) 
Has merged with the other limited partnership; 
(2) 
Has 
been 
converted 
into 
another 
limited 
partnership; or 
(3) 
Has transferred substantially all of its assets 
including 
the 
conflicting 
name 
to 
the 
limited 
partnership. 
F. 
In determining whether names are distinguishable on the 
records. 
the 
Secretary 
of 
State 
shall 
disregard 
the 
following: 
(1) 
Words or abbreviations of words that describe the 
nature 
of 
the 
entity, 
including 
"professional 
association," "corporation," "company," "incorporated." 
"chartered." "limited." "limited partnership," "limited 
liability 
company." 
"professional 
limited 
liability 
company." "limited liability partnership," "registered 
limited 
liability 
partnership." 
"limited 
liability 
limited 
partnership." 
"service 
corporation" 
and 
"professional corporation"; 
(2) 
The presence or absence of the words or symbols of 
the words "and" and "the"; and 
(3) 
Differences 
in 
the 
use 
of 
punctuation, 
capitalization or special characters. 
G. 
If a foreign limited partnership authorized to transact 
business in this State changes its name to one that does not 
satisfy 
the 
requirements 
of 
this 
section, 
it may 
not 
transact business in this State under the proposed new name 
until it adopts a name satisfying the requirements of this 
section and files an amended application for authority under 
section 
1412. 
subsection 
that 
is 
accompanied 
by 
a 
statement of use of a fictitious name under section 1415. 
H. 
Notwithstanding subsection 2. 
the 
name of 
a 
limited 
partnership may not be distinguishable on the records of the 
Secretary of State if the limited partnership was organized 
under the laws of this State prior to January I. 1992 or the 
foreign limited partnership was authorized to do business in 
this State prior to January I. 1992 and had the right to use 
the name as its legal name prior to January I. 1992. 
I. 
Subsection 2 does not apply to the name of any limited 
partnership. the certificate of which is suspended. on and 
after the 3rd anniversary of the suspension. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
2. 
Requirements for use of assumed name. 
This subsection 
governs the use of an assumed name by a limited partnership. 
A. 
As used in this subsection, "assumed name" means a trade 
name or any name other than the real name of a limited 
partnership except a fictitious name. 
B. 
Upon complying with this subsection, a domestic limited 
partnership or foreign limited partnership authorized to 
trans?ct business in this State may transact its business in 
this State under one or more assumed names. 
C. 
Prior to transacting business in this State under an 
assumed 
name, 
a 
limited 
partnership 
shall 
execute 
and 
deliver to the Secretary of State for filing a statement 
setting forth: 
(1) 
The limited partnership name; 
(2) 
That the limited partnership intends to transact 
business under an assumed name: 
(3) 
The 
assumed 
name 
that the 
limited partnership 
proposes to use; 
(4) 
If the assumed name is not to be used at all of 
the limited partnership' s places of business in this 
State, the locations where it will be used; and 
(5) 
If a foreign limited partnership: 
(a) 
The jurisdiction of organization and its date 
of organization; and 
(b) 
The 
date 
on 
which it was 
authorized 
to 
transact business in this State. 
D. 
A separate statement must be executed and delivered for 
filing with respect to each assumed name that the limited 
partnership proposes to use. 
E. 
Each assumed name must comply with the requirements of 
subsection 1. 
F. 
If a limited partnership uses an assumed name without 
complying with the 
requirements of this subsection, 
the 
continued use of the assumed name may be enjoined upon suit 
by the Attorney General or by any person adversely affected 
by the use of the assumed name. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .J\ .. to S.P. 591, L.D. 1609 
G. 
Notwithstanding its compliance with the requirements of 
this section. the use of an assumed name may be enjoined 
upon suit of the Attorney General or of any person adversely 
affected by such use if: 
(1) 
The 
assumed 
name 
did 
not. 
at 
the 
time 
the 
statement required by this subsection was filed. comply 
with the requirements of subsection 1; or 
(2) 
The assumed name is not distinguishable on the 
records of the Secretary of State from a name in which 
the plaintiff has prior rights by virtue of the common 
law or statutory law of unfair competition. 
unfair 
trade practices. common law copyright or similar law. 
H. 
The mere filing of a statement under this subsection 
does not constitute actual use of the assumed name set out 
in that statement for purposes of determining priority of 
rights. 
I. 
A limited partnership may terminate an assumed name by 
executing and delivering a statement setting forth: 
(1) 
The name of the limited partnership: 
(2) 
That the limited partnership no longer intends to 
transact business under the aSSumed name: and 
(3) 
The assumed name the limited partnership intends 
to terminate. 
Maine Comment 
Subsection 1 is based on former section 403-A and maintains 
uniformity with the other Maine business entity laws for the name 
availability standard. 
Subsection 2 is based on former section 405-A and is a 
nonuniform 
public protection provision to 
require 
a 
limited 
partnership that uses a name other than its real name to make a 
filing on the pubic record. 
S1309. 
Reserved name; registered name of foreign limited 
partnerShip 
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. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
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. 
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 I s exclusive use for a nonrenewable period of 120 
~ 
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. 
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. 
B. 
If the 
Secretary of 
State 
finds 
that 
the 
limited 
partnership 
name 
applied for 
is distinguishable 
on 
the 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT .J\ " to S.P. 591, L.D. 1609 
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. 
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. 
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. 
Maine Comment 
Subsection 1 is based on former section 404-A and maintains 
uniformity with the other Maine business entity laws for the 
reservation of name process. 
Subsection 2 is based on former section 406-A and is a 
nonuniform provision to allow a foreign limited partnership to 
register 
its 
name 
in 
Maine 
while 
not 
actually 
transacting 
business in this State. 
§1310. 
Effect of partnership agreement; nonwaivab1e provisions 
1. 
Agreement 
governs; 
defau1t. 
Except 
as 
otherwise 
provided 
in subsection 
2, 
the 
partnership 
agreement 
governs 
relations among the partners and between the partners and the 
partnership. It is the policy of this chapter to give maximum 
effect to 
the principle of 
freedom of contract and to 
the 
enforceability of partnership agreements. 
To 
the extent the 
partnership agreement does not otherwise provide, this chapter 
governs relations among the partners and between the partners and 
the partnership. 
2. 
Nonwaivable provisions. 
A partnership agreement may not: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
A. 
Vary a limited partnership's power under section 1305 to 
sue, be sued and defend in its own name: 
B. 
Vary the law applicable to a limited partnership under 
section 1306; 
c. 
Vary the reguirements of section 1324: 
D. 
Vary the information reguired under section 1311 or 
unreasonably restrict the right to information under section 
1344 
or 1357, 
but the partnership agreement 
may 
impose 
reasonable 
restrictions 
on 
the availability and 
use 
of 
information obtained under those sections and may define 
appropriate remedies, 
including liguidated damages, 
for a 
breach of any reasonable restriction on use; 
E. 
Vary the power of a person to dissociate as a general 
partner under section 1374, subsection 1 except to reguire 
that the notice under section 1373, subsection 1 be in a 
record: 
F. 
Vary the power of a court to decree dissolution in the 
circumstances specified in section 1392; 
G. 
Vary 
the 
reguirement 
to 
wind 
up 
the 
partnership's 
business as specified in section 1393; 
H. 
Unreasonably restrict the right to maintain an action 
under subchapter 10; 
I. 
Restrict the right of a partner under section 1440, 
subsection 1 to approve a conversion or merger or the right 
of a general partner under section 1440, subsection 2 to 
consent 
to 
an 
amendment 
to 
the 
certificate of 
limited 
partnership 
that 
deletes 
a 
statement 
that 
the 
limited 
partnership is a limited liability limited partnership: or 
J. 
Restrict rights under this chapter of a person other 
than a partner or a transferee. 
3. 
Implied 
cOvenant 
of 
good 
faith 
and 
fair 
dealing. 
Notwithstanding 
any 
other 
provision 
of 
this 
chapter, 
there 
exists, 
for purposes of this chapter, 
an implied contractual 
covenant of good faith and fair dealing in every partnership 
agreement 
which 
may 
not 
be 
eliminated by the 
terms 
of the 
partnership agreement. 
Uniform Conment 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
(This is section 110 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 103. 
Subject only to subsection (b), the partnership agreement 
has plenary power to structure and regulate the relations of the 
partners 
inter 
se. 
Although 
the 
certificate 
of 
limited 
partnership is a 
limited partnership's foundational 
document, 
among 
the 
partners 
the 
partnership 
agreement 
controls. 
See 
Section 201(d). 
The partnership agreement has the power 
to control the 
manner of its own amendment. In particular, a provision of the 
agreement prohibiting oral modifications is enforceable, despite 
any common law antagonism to "no oral modification" provisions. 
Likewise, a partnership agreement can impose "made in a record" 
requirements on other aspects of the partners' relationship, such 
as requiring consents to be made in a 
record and signed, or 
rendering unenforceable oral promises to make contributions or 
oral understandings as to "events upon the happening of which the 
limited partnership is to be dissolved," Section 111(9) (D). See 
also Section 801(1). 
Subsection (b) (3) -
The referenced section states who must 
sign various documents. 
Subsection (b)(4) -
In determining whether a restriction is 
reasonable, 
a 
court might consider: 
(i) 
the danger or other 
problem the restriction seeks to avoid; 
(ii) the purpose for 
which the information is sought: and (iii) whether, in light of 
both the problem and the purpose, the restriction is reasonably 
tailored. Restricting access to or use of the names and addresses 
of limited partners is not per se unreasonable. 
Under this Act, general and limited partners have sharply 
different roles. A restriction that is reasonable as to a limited 
partner is not necessarily reasonable as to a general partner. 
Sections 304(g) and 407(f) authorize the limited partnership 
(as 
distinguished 
from 
the 
partnership 
agreement) 
to 
impose 
restrictions on the use of information. 
For 
a 
comparison of 
restrictions 
contained 
in 
the 
partnership 
agreement 
and 
restrictions imposed unilaterally by the limited partnership, see 
the Comment to Section 304(g). 
Subsection 
(b)(5)(A) 
It 
is 
not 
per 
se 
manifestly 
unreasonable for the partnership agreement to permit a general 
partner to compete with the limited partnership. 
COMMITTEE AMENDMENT 
... ~ 
/ 
./ 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Subsection (b) (5) (B) 
-
The Act does not require that the 
authorization 
or 
ratification 
be 
by 
disinterested partners, 
al though the partnership agreement may so provide. The Act does 
require that the disclosure be made to all partners, even if the 
partnership 
agreement 
excludes 
some 
partners 
from 
the 
authorization or ratification process. An interested partner that 
participates in the authorization or ratification process is 
SUbject 
to 
the obligation of 
good faith 
and fair dealing. 
Sections 305(b) and 408(d). 
Subsection (b) (8) 
-
This restriction applies 
power of 
a 
person to dissociate as 
a 
general 
partnership agreement may eliminate the power of 
dissociate as a limited partner. 
only to 
partner. 
a person 
the 
The 
to 
Subsection (b) (9) -
This provision should not be read to 
limit a partnership agreement's power to provide for arbitration. 
For example, an agreement to arbitrate all disputes -
including 
dissolution disputes -
is enforceable. Any other interpretation 
would put this Act at odds with federal law. See Southland Corp. 
v. 
Keating, 
U.S. 
(1984) 
(holding 
that 
the 
Federal 
Arbitration Act preempts state statutes that seek to invalidate 
agreements to arbitrate) and Allied-Bruce Terminix Cos., Inc. v. 
Dobson, 513 U.S. 265 (1995) (same). This provision does prohibit 
any narrowing of the substantive groundS for judicial dissolution 
as stated in Section 802. 
Example: A provision of a partnership agreement states that 
no partner may obtain judicial dissolution without showing 
that 
a 
general 
partner 
is 
in material 
breach 
of 
the 
partnership 
agreement. 
The 
prOV1S10n 
is 
ineffective 
to 
prevent a court from ordering dissolution under Section 802. 
Subsection (b)(ll) -
Section 1001 codifies a partner's right 
to bring a direct action, and the rest of Article 10 provides for 
derivative actions. The partnership agreement may not restrict a 
partner's right to bring either type of action if the effect is 
to undercut or frustrate the duties and rights protected by 
Section 110(b). 
The reasonableness of a restriction on derivative actions 
should 
be 
judged 
in 
light of 
the 
history 
and 
purpose 
of 
derivative 
actions. 
They originated as 
an 
equitable 
remedy, 
intended to protect passive owners against management abuses. A 
partnership agreement may not provide that all derivative claims 
will be subject to final determination by a special litigation 
committee 
appointed by the limited partnership, 
because that 
provision would eliminate, not merely restrict, a partner's right 
to bring a derivative action. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~ .. to s.P. 591, L.D. 1609 
Subsection (b) (12) 
Section 1110 imposes special 
requirements 
with 
regard 
to 
transactions 
that might 
partner personally liable for entity debts. 
consent 
make 
a 
Subsection 
(b) (13) 
The 
partnership 
agreement 
is 
a 
contract, and this provision reflects a basic notion of contract 
law -
namely, that a contract can directly restrict rights only 
of parties to the contract and of persons who derive their rights 
from the contract. A provision of a partnership agreement can be 
determined 
to 
be 
unenforceable 
against 
third parties 
under 
paragraph 
(b)(13) 
without 
therefore 
and 
automatically 
being 
unenforceable inter se the partners and any transferees. How the 
former determination affects the latter question is a matter of 
other law. 
Maine Comment 
Maine has amended the uniform act to allow a partnership 
agreement to waive the fiduciary duties of loyalty and care that 
would otherwise apply in the relations among partners under this 
Act. 
Parties to a limited partnership agreement should have the 
freedom to structure their relations inter se in whatever manner 
they choose, including through the explicit elimination of some 
or all of the fiduciary duties that would otherwise apply. 
§13l1. 
Required information 
A limited partnership shall maintain at its designated 
office the following information: 
1. 
List of partners. 
A current list showing the full name 
and last 
known street and mailing address of each partner, 
separately identifying the general 
partners, 
in alphabetical 
order, and the limited partners, in alphabetical order; 
2. 
Certificate« 
amendments« 
restatements. 
powers 
of 
attorney. 
A 
copy 
of 
the 
initial 
certificate 
of 
limited 
partnership 
and 
all 
amendments 
to 
and 
restatements 
of 
the 
certificate, 
together 
with 
signed 
copies 
of 
any 
powers 
of 
attorney under which any certificate, amendment or restatement 
has been signed; 
3. 
Conversion or merger. 
A copy of any filed articles of 
conversion or merger; 
4. 
Income tax returns and reports. 
A copy of the limited 
partnership's federal, state and local income tax returns and 
reports, if any, for the 3 most recent years; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
5. 
Partnership 
agreement. 
amendments. 
A 
copy 
of 
any 
partnership agreement made in a record and any amendment made in 
a record to any partnership agreement: 
6. 
Financial statement. 
A copy of any financial statement 
of the limited partnership for the 3 most recent years: 
7. 
Annual reports. 
A copy of the 3 most recent annual 
reports delivered by the limited partnership to the Secretary of 
State pursuant to section 1330: 
8. 
Record of consent. 
A copy of any record made by the 
limited partnership during the past 3 years of any consent given 
by or vote taken of any partner pursuant to this chapter or the 
partnership agreement: and 
9. 
Record of contributions. transferable interests. events 
causing dissolution. 
Unless contained in a partnership agreement 
made in a record. a record stating: 
22. 
A. 
The amount of cash. and a description and statement of 
the agreed value of the other benefits. 
contributed and 
agreed to be contributed by each partner: 
B. 
The times at which. or events on the happening of which. 
any additional contributions 
agreed to be 
made 
by each 
partner are to be made: 
C. 
For any person that is both a general partner and a 
limited 
partner. 
a 
specification 
of 
what 
transferable 
interest the person owns in each capacity: and 
D. 
Events 
upon 
the 
happening 
of 
which 
the 
limited 
partnership is to be dissolved and its activities wound up. 
UniforJn Counent 
(This is section 111 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 105. 
Sections 
and 
govern 
access 
to 
the 
information 
required 
by 
this 
section, 
as 
well 
as 
to 
other 
information 
pertaining to a limited partnership. 
Paragraph (5) -
This requirement applies to superseded as 
well 
as 
current 
agreements 
and 
amendments. 
An 
agreement 
or 
amendment is "made in a record " to the extent the agreement is 
"integrated" into a record and consented to in that memorialized 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,)t" to S.P. 591, L.D. 1609 
form. It is possible for a partnership agreement to be made in 
part in a record and in part otherwise. See Comment to Section 
110. An oral agreement that is subsequently inscribed in a record 
(but not consented to as such) was not "made in a record" and is 
not covered by paragraph (5). However, if the limited partnership 
happens to have such a record, Section 304 (b) might and Section 
407(a)(2) will provide a right of access. 
Paragraph (8) -
This paragraph does not require a limited 
partnership to make a record of consents given and votes taken. 
However, if the limited partnership has made such a record, this 
paragraph requires that the limited partnership maintain the 
record for three years. The requirement applies to any record 
made 
by 
the 
limited partnership, 
not 
just to 
records 
made 
contemporaneously with the giving of consent or voting. The three 
year period runs from when the record was made and not from when 
the consent was given or vote taken. 
Paraqraph (9) -
Information is "contained in a partnership 
agreement 
made 
in 
a 
record" 
only 
to 
the 
extent 
that 
the 
information 
is 
"integrated" 
into 
a 
record 
and, 
in 
that 
memorialized 
form, 
has 
been 
consented 
to 
as 
part 
of 
the 
partnership agreement. 
This paragraph is not a statute of frauds provision. For 
example, failure to comply with paragraph (9)(A) or (B) does not 
render unenforceable an oral promise to make 
a 
contribution. 
Likewise, 
failure 
to 
comply with paragraph 
(9)(D) 
does 
not 
invalidate an oral term of the partnership specifying "events 
upon the happening of which the limited partnership is to be 
dissolved and its activities wound up." See also Section 801(1). 
Obversely, 
the 
mere 
fact 
that 
a 
limited 
partnership 
maintains a record in purported compliance with paragraph (9)(A) 
or (B) does not prove that a person has actually promised to make 
a 
contribution. 
Likewise, 
the 
mere 
fact 
that 
a 
limited 
partnership maintains 
a 
record 
in purported 
compliance 
with 
paragraph ( 9) (D) does not prove that the partnership agreement 
actually includes the specified events as causes of dissolution. 
Consistent with the partnership agreement's plenary power to 
structure and regulate the relations of the partners inter se, a 
partnership agreement can impose "made in a record" requirements 
which render unenforceable oral promises to make contributions or 
oral understandings as to "events upon the happening of which the 
limited partnership is to be dissolved." See Comment to Section 
110. 
Paraqraph (9)(A) and (B) -
Often the partnership agreement 
will state in record form the value of contributions made and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
promised to be made. If not, these provisions require that the 
value be stated in a record maintained as part of the limited 
partnership's required information. The Act does not authorize 
the limited partnership or the general partners to set the value 
of a contribution without the concurrence of the person who has 
made 
or 
promised 
the 
contribution, 
although 
the partnership 
agreement itself can grant that authority. 
Paraqraph 
(9){C) 
The 
information 
required 
by 
this 
prov1s10n 
is essential 
for 
determining 
what 
happens 
to 
the 
transferable interests of a person that is both a general partner 
and 
a 
limited partner and that dissociates in one of those 
capacities but not the other. See Sections 602(3) and 605(5). 
§1312. 
Business transactions of partner with partnership 
A partner may lend money to and transact other business with 
the limited partnership and has the same rights and obligations 
with respect to the loan or other transaction as a person that is 
not a partner. 
Uniform COlllllent 
(This is section 112 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 107. See also RUPA Section 404(f) and 
ULLCA Section 409(f). 
This section has no impact on a general partner's duty under 
Section 408(b)(2) 
(duty of 
loyalty includes 
refraining 
from 
acting as or for an adverse party) and means rather that this Act 
does not discriminate against a creditor of a limited partnership 
that happens also to be a partner. See, e.g., BT-I v. Equitable 
Life Assurance Society of the United States, 75 Cal.App.4th 1406, 
1415, 89 Cal.Rptr.2d 811, 814 (Cal.App. 4 Dist.1999). and SEC v. 
DuPont, Homsey 
& Co., 
F. Supp. 
944, 
(D. Mass. 1962), 
vacated and remanded on other grounds, 
F2d 704 (1st Cir. 
1964). This section does not, however, override other law, such 
as fraudulent transfer or conveyance acts. 
§1313. 
Dual capacity 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
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. 
Uniform Comment 
(This is section 113 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 404, redrafted for reasons of style. 
§1314. 
Registered office: registered agent 
1. 
Requirements of registered office and registered agent. 
Each limited partnership shall have and maintain: 
A. 
A registered office in this State. which may. but need 
not. be the Same as its place of business: and 
B. 
A registered agent for service of process on the limited 
partnership. The agent may be either: 
(1) 
An 
individual 
resident 
of 
this 
State 
whose 
business office or residential address is identical 
with the limited partnership's registered office: or 
(2) 
A domestic or foreign limited partnership. whether 
business or nonprofit. authorized to do business or 
carryon activities in this State whose 
registered 
office also serves as the registered office of the 
limited partnership. 
2. 
Acceptance 
of 
designation 
of 
agent. 
Unless 
the 
registered agent signed the document making the appointment, the 
appointment of a registered agent or a successor registered agent 
on 
whom 
process 
may 
be 
served is 
not effective until 
the 
registered agent delivers a written statement to the Secretary of 
State accepting the appointment. 
3. 
Registered 
agent 
named 
in 
certificate 
of 
limited 
partnership. 
The 
initial 
registered 
agent 
of 
a 
limited 
partnership 
must 
be 
named 
in 
the 
certH icate 
of 
limited 
partnership for that limited partnership. 
A registered agent 
continues in office until a successor is chosen and qualifies and 
the statement required by section 1315 is filed or until the 
resignation notice required by section 1316 is filed. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Maine CODDent 
This section is based on former section 407, subsections 1 
and I-A and maintains uniformity with the other Maine business 
entity laws for the registered agent filing requirements. 
SI3IS. 
Change of registered office or registered agent 
1. 
Change of registered agent. A limited partnership may 
change its registered agent by executing 
and delivering for 
filing as provided by section 1324 a statement setting forth: 
A. 
The name of the limited partnership; 
B. 
Its jurisdiction of formation and date of formation in 
that jurisdiction; 
C. 
The name and address of its current registered agent; and 
D. 
The name and address of its successor registered agent. 
2. 
Name or address change. If the name of the current 
registered agent or address of the registered office of one or 
more limited partnerships changes from the name of the current 
registered agent or address of the registered office appearing on 
the 
record 
in 
the 
office 
of 
the 
Secretary 
of 
State, 
the 
registered 
agent 
shall 
execute 
and 
deliver 
for 
filing, 
in 
accordance with section 1324, a statement setting forth: 
A. 
The name of the registered agent appearing on the record 
in the office of the Secretary of State; 
B. 
If the current registered agent has had a name change, 
the new name of the registered agent; 
C. 
The address of the registered office appearing on the 
record in the office of the Secretary of State; 
D. 
If the address of the registered office has changed, the 
address of the new registered office, including the street 
address 
and 
a 
mailing 
address, 
if different. 
For 
the 
address, a post office box alone is not sufficient to meet 
the requirements of this paragraph; 
E. 
The name of each limited partnership affected by the 
change as provided in this subsection; and 
F. 
A recitation that states that a notice of the change 
under this subsection has been promptly mailed or otherwise 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
delivered to a general partner of each limited partnership 
affected by the change. 
In lieu of the bulk filing. the registered agent may file for 
each such limited partnership a separate statement containing the 
information. 
3. 
Statement of change. Filing by a limited partnership of 
a statement of a change of its registered agent. as provided in 
subsection 
I. 
constitutes 
both 
an 
appointment 
of 
the 
new 
registered 
agent 
named 
in 
the 
statement 
of 
change 
and 
a 
termination of the appointment of its former registered agent. 
4. 
Document filed to chapge registered agent. Any document 
to be filed by the Secretary of State. the effect of which is to 
change 
the 
registered agent. 
must 
be 
signed by 
the 
person 
designated in the document as the new registered agent or in 
accordance with section 1314. subsection 2 and section 1324. 
Maine Comment 
This section is based on former section 407, subsection 2 
and maintains uniformity with the other Maine business entity 
laws for the registered agent filing requirements. 
§1316. 
Resignation of registered agent 
1. 
Resignation of registered agent. A registered agent may 
resign by filing a statement with the Secretary of State. The 
statement must include: 
A. 
A statement of resignation; 
B. 
The names. jurisdiction and date of formation of all the 
limited partnerships: and 
C. 
An affidavit. signed by the registered agent. setting 
forth the following information: 
(1) 
The date on which the statement of resignation was 
sent by certified or registered mail 
to 
a 
general 
partner of each limited partnership from which the 
registered agent is resigning as registered agent: and 
(2) 
The 
name. 
capacity and address of the general 
partner 
for 
each limited partnership to 
which 
the 
statement of resignation was sent. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
2. 
Effectiyeness of statement. 
A statement of resignation 
takes effect under this paragraph on the 31st day after the 
Secretary of State files the statement. 
3. 
Effect of resignation. 
When a statement of resignation 
takes effect, the registered agent ceases to have responsibility 
for any matter tendered to it as registered agent for the limited 
partnership. 
4. 
Resignation 
of 
agent; 
appointment 
by 
limited 
partnership; service of process. After receipt of the statement 
of the resignation of its registered agent under subsection 1, 
paragraph 
C, 
a 
limited 
partnership 
shall 
file 
a 
statement 
required by section 1315 designating a 
new registered agent. 
Until the limited partnership duly files a statement appointing a 
new 
registered 
agent. 
legal 
process 
against 
the 
limited 
partnership 
may 
be 
served 
upon 
the 
Secretary of 
State 
in 
accordance with section 1317. 
Maine Comment 
This section is based on former section 407, subsection 3 
and maintains uniformity with the other Maine business entity 
laws for the registered agent filing requirements. 
§1317. 
Service of process 
1. 
Agent for service of process, notice or demand. 
An 
agent for service of process appointed by a limited partnership 
or 
foreign 
limited partnership is 
an 
agent of 
the 
limited 
partnership or foreign limited partnership for service of any 
process, notice or demand required or permitted by law to be 
served 
upon 
the 
limited 
partnership 
or 
foreign 
limited 
partnership. 
2. 
Secreta~ of 
State 
default 
agent. 
If 
a 
limited 
partnership or foreign limited partnership does not appoint or 
maintain an agent for service of process in this State or the 
agent for service of process cannot with reasonable diligence be 
found at the agent's address, the Secretary of State is an agent 
of the limited partnership or foreign limited partnership upon 
whom process, notice or demand may be served. 
3. 
Service on Secretary of State. 
Service of any process, 
notice or demand on the Secretary of State may 
be made 
by 
delivering to and leaving with the Secretary of State duplicate 
copies of the process, notice or demand. If a process, notice or 
demand is served on the Secretary of State, the Secretary of 
State shall forward one of the copies by registered or certified 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A .. to S.P. 591, L.D. 1609 
mail. return receipt requested. to the limited partnership or 
foreign limited partnership at its designated office. 
4. 
Service effected. 
Service is effected under subsection 
at the earliest of: 
A. 
The date the limited partnership or foreign limited 
partnership receives the process. notice or demand; 
B. 
The date shown on the return receipt. if signed on 
behalf 
of 
the 
limited 
partnership 
or 
foreign 
limited 
partnership; and 
C. 
Five 
days 
after 
the 
process. 
notice 
or 
demand 
is 
deposited in the mail. if mailed postpaid and correctly 
addressed. 
5. 
Record of Secretary of State. 
The Secretary of State 
shall keep a record of each process. notice and demand served 
pursuant to this section and record the time of. and the action 
taken regarding. the service. 
6. 
Service in other manner. 
This section does not affect 
the right to serve process. notice or demand in any other manner 
provided by law. 
Uniform Conment 
(This is section 117 of the Uniform Limited Partnership Act 
(2001),) 
Source -
ULLCA Section 111. 
Requiring a foreign limited partnership to name an agent for 
service of process is a 
change from RULPA. 
See RULPA Section 
902(3). 
S1318. 
COnsent and proxies of partners 
Action requiring the consent of partners under this chapter 
may be taken without a meeting. and a partner may appoint a proxy 
to consent or otherwise act for 
the partner by signing an 
appointment 
record, 
either 
personally 
or 
by 
the 
partner's 
attorney in fact. 
Uniform Comment 
(This is section 118 of the Uniform Limited Partnership Act 
(2001).) 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Source - ULLCA Section 404(d) and (e). 
This 
Act 
imposes 
no 
meeting 
requirement 
and 
does 
not 
distinguish among oral, record', express and tacit consent. The 
partnership agreement may establish such requirements and make 
such distinctions. 
SUBCHAPTER 2 
FORMATIOB; CERTIFICATE OF 
LIMITED PARiRERSBIP AND OTHER FILINGS 
§1321. 
Formation of limited partnership; certificate of limited 
Partnership 
1. 
Certificate of limited partnership. 
In order for 
a 
limited partnership to 
be 
formed. 
a 
certificate of 
limited 
partnership must be delivered to the Secretary of State for 
filing. The certificate must state: 
A. 
The name of the limited partnership. which must comply 
with section 1308: 
B. 
The street and mailing address of the initial designated 
office and the name and street and mailing address of the 
initial agent for service of process: 
C. 
The name and the street and mailing address of each 
general partner: 
D. 
Whether the limited partnership is a limited liability 
limited partnership: and 
E. 
Any additional information reguired by subchapter 11. 
2. 
Other matters. 
A certificate of limited partnership may 
also contain any other matters but may not vary or otherwise 
affect the provisions specified in section 1310. subsection 2 in 
a manner inconsistent with that section. 
3. 
FOrmed 
when filed. 
If there 
has 
been 
substantial 
compliance with subsection I. subject to section 1326. subsection 
a limited partnership is formed when the Secretary of State 
files the certificate of limited partnership. 
4. 
Inconsistencies between agreement and filed document. 
Subject to subsection 2. 
if any 
prov~s~on of 
a 
partnership 
agreement is inconsistent with the filed certificate of limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partnership 
or 
with 
a 
filed 
statement 
of 
dissociation, 
termination or change or filed articles of conversion or merger: 
A. 
The partnership agreement prevails as to partners and 
transferees; and 
B. 
The filed certificate of limited partnership, statement 
of 
dissociation, 
termination 
or 
change 
or 
articles 
of 
conversion or merger prevail as 
to persons, 
other than 
partners and transferees, that reasonably rely on the filed 
record to their detriment. 
Uniform COllDent 
(This is section 201 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 201. 
A limited partnership is a creature of statute, and this 
section governs how a limited partnership comes into existence. A 
limited partnership is 
formed 
only if (i) 
a 
certificate of 
limited partnership is prepared and delivered to the specified 
public official for filing, (ii) the public official files the 
certificate, and (iii) the certificate, delivery and filing are 
in "substantial compliance" with the requirements of subsection 
(a). Section 206(c) governs when a limited partnership comes into 
existence. 
Despite 
its 
foundational 
importance, 
a 
certificate 
of 
limited partnership is far less powerful than a corporation's 
articles of incorporation. Among partners and transferees, for 
example, 
the partnership agreement is paramount. 
See Section 
201(d). 
Subsection (a) (1) -Section 108 contains name requirements. 
To be acceptable for filing, a certificate of limited partnership 
must state a name for the limited partnership that complies with 
Section 108. 
Subsection 
(a)(3) 
This 
provision 
should 
be 
read 
in 
conjunction with Section 103(c) and Section 401. See the Comment 
to those sections. 
Subsection (a)(4) -
This Act permits a limited partnership 
to be a limited liability limited partnership ("LLLP"), and this 
prov1s10n requires the certificate of limited partnership to 
state whether the limited partnership is an LLLP. The requirement 
is intended to force the organizers of a limited partnership to 
decide whether the limited partnership is to be an LLLP. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Subject 
to 
Sections 
406(b)(2) 
and 
1110, 
a 
limited 
partnership may amend its certificate of limited partnership to 
add or delete a 
statement that the limited partnership is a 
limited liability limited partnership. An amendment deleting such 
a statement must be accompanied by an amendment stating that the 
limited 
partnership 
is 
not 
a 
limited 
liability 
limited 
partnership. Section 20l(a)(4) does not permit a certificate of 
limited partnership to be silent on this point, 
except for 
pre-existing partnerships that become subject to this Act under 
Section 1206. See Section l206(c)(2). 
Subsection (d) - Source: ULLCA Section 203(c). 
A limited partnership is a creature of contract as well as a 
creature of statute. It will be possible, albeit improper, for 
the partnership agreement to be inconsistent with the certificate 
of limited partnership or other specified public filings relating 
to 
the 
limited 
partnership. 
For 
those 
circumstances, 
this 
subsection provides the rule for determining which source of 
information prevails. 
For partners and transferees, the partnership agreement is 
paramount. For third parties seeking to invoke the public record, 
actual knowledge of that record is necessary and notice under 
Section 103(c) or (d) is irrelevant. A third party wishing to 
enforce the public record over the partnership agreement must 
show reasonable reliance 
on the public 
record, 
and reliance 
presupposes knowledge. 
This subsection does not expressly cover a situation in 
which (i) one of the specified filed records contains information 
in addition to, 
but not 
inconsistent with, 
the partnership 
agreement, and (ii) a person, other than a partner or transferee, 
detrimentally relies on the additional information. However, the 
policy reflected in this subsection seems equally applicable to 
that situation. 
Responsibility 
for 
maintaining 
a 
limited 
partnership's 
public record rests with the general partner or partners. Section 
202(c). A general partner's failure to meet that responsibility 
can expose the general partner to liability to third parties 
under Section 208(a)(2) 
and might constitute a breach of the 
general partner's duties 
under Section 408. 
In addition, 
an 
aggrieved person may seek a remedy under Section 205 (Signing and 
Filing Pursuant to Judicial Order). 
§1322. 
Amendment or restatement of certificate 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
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: 
B. 
The date of filing of its initial certificate: and 
C. 
The changes the amendment makes to the certificate as 
most recently amended or restated. 
2. 
Changes 
requiring prompt deli vex:y 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: 
B. 
The dissociation of a person as a general partner; 
C. 
The appointment of a person to wind up the limited 
partnership's activities under section 1393. subsection 3 or 
4: or 
D. 
The change in name or street address of one or more of 
its general partners. 
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 
B. 
If appropriate, deliver to the Secretary of State for 
filing a statement of change pursuant to section 1315 or a 
statement of correction pursuant to section 1327. 
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. 
5. 
Delivex:y 
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. 
6. 
Effective 
when 
filed. 
Subject 
to 
section 
1326, 
subsection 3, an amendment or restated certificate is effective 
when filed by the Secretary of State. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A .. to S.P. 591, L.D. 1609 
Uniform COllllllent 
(This is section 202 
of the Uniform Limited Partnership Act 
(2001),) 
Source -
RULPA Section 202. 
Subsection 
(b) 
This 
subsection 
lists 
changes 
in 
circumstances which require an 
amendment 
to the certificate. 
Neither 
a 
statement of change, 
Section 115, 
nor the 
annual 
report, 
Section 
210(e), 
suffice 
to 
report 
the 
addition 
or 
deletion of a general partner or the appointment of a person to 
wind up a limited partnership that has no general partner. 
This 
subsection 
states 
an 
obligation 
of 
the 
limited 
partnership. However, so long as the limited partnership has at 
least one general partner, the general partner or partners are 
responsible for managing the limited partnership's activities. 
Section 
406(a). 
That 
management 
responsibility 
includes 
maintaining accuracy in the limited partnership's public record. 
Moreover, 
subsection (c) 
imposes direct responsibility on any 
general partner that knows that the filed certificate of limited 
partnership contains false information. 
Acquiring or relinquishing LLLP 
status also requires 
an 
amendment to the certificate. See Sections 20l(a)(4), 406(b)(2), 
and 1110(b)(2). 
Subsection 
(c) 
This 
prov~s~on imposes 
an 
obligation 
directly on the general partners rather than on the limited 
partnership. 
A 
general 
partner's 
failure 
to 
meet 
that 
responsibility can expose the general partner to liability to 
third parties under Section 208(a)(2) 
and might constitute a 
breach of the general partner's duties under Section 408. 
In 
addition, an aggrieved person may seek a remedy under Section 205 
(Signing and Filing Pursuant to Judicial Order). 
Subsection 
(d) 
A limited partnership that desires to 
change its name will have to amend its certificate of limited 
partnership. The new name will have to comply with Section 108. 
See Section 201(a)(1). 
Maine COllllllent 
Subsection 2, paragraph D has been added to ensure that the 
information provided in the certificate of limited partnership 
remains accurate. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
S1323. 
Statement of termination 
A dissolved limited partnership that has completed winding 
up may deliver to the Secretary of State for filing a statement 
of termination that states: 
1. 
Kame. 
The name of the limited partnership: 
2. 
Date of initial certificate. 
The date of filing of its 
initial certificate of limited partnership: and 
3. 
Other information. 
Any other information as determined 
by the general partners filing the statement or by a 
person 
appointed pursuant to section 1393, subsection 3 or 4. 
Uniform Comment 
(This is section 203 
of the Uniform Limited Partnership Act 
(2001>.) 
Under Section 103(d)(3), a filed statement of termination 
provides 
constructive notice, 
days 
after 
the 
statement's 
effective date, that the limited partnership is terminated. That 
notice effectively terminates any apparent authority to bind the 
limited partnership. 
However, this section is permissive. Therefore, it is not 
possible to use Section 205 
(Signing and Filing Pursuant to 
Judicial Order) to cause a statement of termination to be filed. 
This section differs from predecessor law, 
RULPA 
Section 
203, which required the filing of a certificate of cancellation 
when a limited partnership dissolved. 
S1324. 
Signing of records 
1. 
Reqyired signatures. 
Each 
record delivered 
to 
the 
Secretary of State for filing pursuant to this chapter must be 
signed in the following manner. 
A. 
An initial certificate of limited partnership must be 
signed by all general partners listed in the certificate. 
B. 
An amendment adding or deleting a statement that the 
limited 
partnership 
is 
a 
limited 
liability 
limited 
partnership must be signed by all general partners listed in 
the certificate. 
C. 
An amendment designating as general partner a person 
admitted 
under 
section 1391, 
subsection 
3, 
paragraph 
B 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
following the dissociation of a limited partnership's last 
general partner must be signed by that person. 
D. 
An 
amendment required by section 1393, 
subsection 
following 
the 
appointment 
of 
a 
person 
to 
wind 
up 
the 
dissolved limited partnership's activities must be signed by 
that person. 
E. 
Any other amendment must be signed by: 
(1) 
At 
least 
one 
general 
partner 
listed in 
the 
certificate; 
(2) 
Each other person designated in the amendment as a 
new general partner: and 
(3) 
Each 
person 
that 
the 
amendment 
indicates 
has 
dissociateg as a general partner, unless: 
(i) 
The 
person is 
deceased 
or 
a 
guardian 
or 
general conservator has 
been appointed for 
the 
person and the amendment so states: or 
Oi) The person has previously delivered to the 
Secretary of State 
for 
filing 
a 
statement 
of 
dissociation. 
F. 
A restated certificate of limited partnership must be 
signed 
by at least 
one 
general 
partner listed in the 
certificate, 
ang, 
to the extent the restated certificate 
effects 
a 
change 
under 
any 
other 
paragraph 
of 
this 
subsection, the certificate must be signeg in a manner that 
satisfies that paragraph. 
G. 
A statement of termination must be signed by all general 
partners listed in the certificate or, if the certificate of 
a dissolved limited partnership lists no general partners, 
by the person appointed pursuant to section 1393, subsection 
or 
to wind 
up 
the dissolved limited partnership's 
activities. 
H. 
Articles of conversion must be signed by each general 
partner listed in the certificate of limited partnership. 
I. 
Articles of merger must be signed as provided in section 
1438, subsection 1. 
J. 
Any 
other 
record delivered on behalf of 
a 
limited 
partnership to the Secretary of State for filing must be 
COMMITTEE AMENDMENT 
,.,,:., 
COMMITTEE AMENDMENT ,14" to S.P. 591, L.D. 1609 
signed by at least 
one 
general 
partner listed in the 
certificate. 
K. 
A statement by 
a 
person pursuant to section 1375, 
subsection 1, 
paragraph D stating that 
the 
person 
has 
dissociated as 
a general partner must be 
igned by that 
person. 
L. 
A statement of withdrawal 
by 
a 
person pursuant to 
section 1346 must be signed by that person. 
M. 
A record delivered on behalf of 
a 
foreign limited 
partnership to the Secretary of State for filing must be 
signed by at least one general partner of the 
foreign 
limited partnership. 
N. 
Any other record delivered on behalf of any person to 
the Secretary of State for filing must be signed by that 
person. 
2. 
Attorney-in-fact. 
Any 
person 
may 
sign 
by 
an 
attorney-in-fact any record to be filed pursuant to this chapter. 
Uniform Comment 
(This is section 204 of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 205. 
This 
section pertains 
only 
to 
signing 
requirements 
and 
implies nothing about approval requirements. For example, Section 
204(a)(2) 
requires 
that 
an 
amendment 
changing 
a 
limited 
partnership's 
LLLP 
status be 
signed by all general partners 
listed in the certificate, 
but 
under 
Section 406(b)(2) 
all 
partners must consent to that change unless otherwise provided in 
the partnership agreement. 
A person who signs a record without ascertaining that the 
record has been properly authorized risks liability under Section 
208. 
Subsection (a) -
The recurring reference to general partners 
"listed in the certificate" recognizes that a person might be 
admitted 
as 
a 
general 
partner 
under 
Section 
without 
immediately 
being 
listed 
in 
the 
certificate 
of 
limited 
partnership. Such persons may have rights, powers and obligations 
despi te their unlisted status, but they cannot act as general 
partners for the purpose of affecting the limited partnership' s 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~ " to S.P. 591, L.D. 1609 
public record. See the Comment to Section 103(c) and the Comment 
to Section 401. 
§l325. 
Signing and filing pursuant to judicial order 
1. 
Court order. 
If a person required by this chapter to 
sign a record or deliver a record to the Secretary of State for 
filing does not do so, any other person that is aggrieved may 
petition the Superior Court to order: 
A. 
The person to sign the record: 
B. 
The person to deliver the record to the Secretary of 
State for filing: or 
C. 
The Secretary of State to file the record unsigned. 
2. 
Party 
to 
action. 
If 
the 
person 
aggrieved 
under 
subsection 1 is not the limited partnership or foreign limited 
partnership to which the record pertains, the aggrieved person 
shall make the limited partnership or foreign limited partnership 
a party to the action. A person aggrieved under subsection I may 
seek the remedies provided in subsection 1 in the Same action in 
combination or in the alternative. 
3. 
Effective without signature. 
A record filed unsigned 
pursuant to this section is effective without being signed. 
Uniform Comment 
(This is section 205 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 205. 
§l326. 
Delive~ to and filing of records by Secretary of State; 
effective time and date 
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: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
(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: 
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 
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. 
2. 
Certified co2l" upon request. 
Upon reguest and payment 
of a fee, the Secretary of State shall send to the reguester a 
certified copy of the reguested record. 
3. 
Effective date: specified: default. 
Except as otherwise 
provided in sections 1316 and 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 thg rgcQrd dQe§ nQt spg!:;;ify gn gffective timg and 
dQe§ nQt §pgcify g dglgygg 
gffg!:;;tiv~ gate, Qn the gate and 
at the 
time 
the 
recorg is fileg 
a~ evidenced 
by 
the 
Sg&;rgtary Qf Statg gngQr§gmgn!;; Qf thg date anQ time on the 
rgcQrQ; 
B. 
If the rgcord specifies an gffgctive time but not a 
delgyed effe!:;;tive dgte, on the date the re!:;;ord is filed at 
the time §pe!:;;ified in the re!:;;Qrd: 
C. 
If thg re!:;;Qrg spg!:;;ifies g delgyed effective ggte but not 
an effective timg, at 12:01 a.m. on the earlier of: 
(1) 
The §pecified dgte: and 
(2) 
The 90th day after the record is filed: or 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ")\" to S.P. 591, L.D. 1609 
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. 
Uniform Connent 
(This is section 206 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
ULLCA Section 206. 
In order for a record prepared by a private person to become 
part of the public record under this Act, (i) someone must put a 
properly prepared version of the record into the possession of 
the public official specified in the Act as 
the appropriate 
filing officer, and (ii) that filing officer must determine that 
the record complies with the filing requirements of this Act and 
then officially make the record part of the public record. This 
Act refers to the first step as delivery to the [Secretary of 
State] for filing and refers to the second step as filing. Thus, 
under this Act "filing" is an official act. 
Subsection (a) -
The caption need only indicate the title of 
the record; e.g., Certificate of Limited Partnership, Statement 
of Change for Limited Partnership. 
Filing officers typically note on a filed record the fact, 
date and time of filing. 
The copies provided by the filing 
officer under this subsection should contain that notation. 
This Act does not provide a remedy if the filing officer 
wrongfully fails or refuses to file a record. 
Subsection (c) -
This subsection allows most records to have 
a delayed effective date, up to 90 days after the date the record 
is filed by the filing officer. 
A record specifying a longer 
delay will not be rejected. Instead, under paragraph (c) (3) and 
(4), the delayed effective date is adjusted by operation of law 
to the "90th day after the record is filed." The Act does not 
require the filing officer to notify anyone of the adjustment. 
§1327. 
Correcting filed record 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ")t,, to S.P. 591, L.D. 1609 
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. 
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; 
B. 
Specify the incorrect information and the reason it is 
incorrect or the manner in which the signing was defective: 
£nd 
C. 
Correct the incorrect information or defective signature. 
3. 
Effectiye 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 
B. 
As 
to persons relying on the uncorrected record and 
adversely affected by the correction. 
Uniform Conment 
(This is section 207 of the Uniform Limited Partnership Act 
(20011.) 
Source - ULLCA Section 207. 
A statement of correction is appropriate only to correct 
inaccuracies that existed or signatures that were defective "at 
the time of filing." A statement of correction may not be used to 
correct a 
record that was accurate when filed but has become 
inaccurate due to subsequent events. 
Subsection 
(c) 
Generally, 
a 
statement 
of 
correction 
"relates back." However, there is no retroactive effect: (l) for 
the purposes of constructive notice under Section 103(c) and (d); 
and (2) against persons who have relied on the uncorrected record 
and would be adversely affected if the correction related back. 
§1328. 
Liability for false information in filed record 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
1. 
Damages for record containing fa1se information. 
I f 
a 
record delivered to the Secretary of State for filing under this 
chapter 
and filed by the Secretary of State contains false 
information. 
a 
person that suffers loss by reliance on the 
information may recover damages for the loss from: 
A. 
A person that signed the record. or caused another to 
sign it on the. person's behalf. and knew the information to 
be false at the time the record was signed: and 
B. 
A general partner that has notice that the information 
was false when the record was filed or has become false 
because of changed circumstances. if the general partner has 
notice 
for 
a 
reasonably 
sufficient 
time 
before 
the 
information is relied upon to enable the general partner to 
effect an amendment under section 1322. 
file a petition 
pursuant to section 1325. or deliver to the Secretary of 
State for filing a statement of change pursuant to section 
1315 or a statement of correction pursuant to section 1327. 
2. 
Signing 
constitutes 
affirmation. 
Signing 
a 
record 
authorized or required to be filed under this chapter constitutes 
an affirmation under the penalties of perjury that the facts 
stated in the record are true. 
Uniform Comment 
(This is section 208 of the Uniform Limited Partnership Act 
(2001).) 
This 
section pertains 
to 
both limited partnerships 
and 
foreign limited partnerships. 
LLLP status is irrelevant to this section. The LLLP shield 
protects only to the extent that (i) the obligation involved is 
an obligation of the limited partnership or 
foreign limited 
partnership, and (ii) a partner is claimed to be liable for that 
obligation by reason of being a partner. This section does not 
address 
the obligations of 
a 
limited partnership or 
foreign 
limited partnership 
and 
instead 
imposes 
direct liability on 
signers and general partners. 
Subsection (a) 
This subsection's liability rules apply 
only to records (i) created by private persons ("delivered to the 
[Secretary of State] for filing"), (ii) which actually become 
part of the public record ("filed by the [Secretary of State]"). 
This subsection does not preempt other law, which might provide 
remedies for misleading information contained, for example, in a 
record that is delivered to the filing officer for filing but 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ·A .. to S.P. 591, L.D. 1609 
withdrawn before the filing officer takes the official action of 
filing the record. 
Records filed under this Act are signed subject to the 
penalties 
for 
perjury. 
See 
subsection 
(b). 
This 
subsection 
therefore does not require a party who relies on a record to 
demonstrate that the reliance was reasonable. Contrast Section 
201(d)(2), which provides that, if the partnership agreement is 
inconsistent with the public record, the public record prevails 
in favor of a person that is neither a partner nor a transferee 
and that reasonably relied on the record. 
§1329. Certificate of existence: certificate of authority: 
certificate of fact 
1. 
Am>lication. 
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. 
2. 
Contents. 
A certificate of existence or certificate of 
authority sets forth: 
A. 
The limited partnership's name used in this State: 
B. 
That, if a 
dome s ti c limi ted partne r ship, the limi ted 
partnership is duly formed under the laws of this State and 
the date of its formation: 
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: 
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; 
E. 
That the limited partnership's most recent annual report 
reguired by section 1330 has been delivered to the Secretary 
of State: and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
F. 
Any facts of record in the office of the Secretary of 
State 
that 
may 
be 
reQuested 
by 
the 
applicant 
under 
subsection 1. 
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. 
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. 
Maine Comment 
This section is based on former section 416-A and maintains 
uniformity with the other Maine business entity laws for these 
types of certificates provided by the Secretary of State. 
§1330. 
Annual report and amended annual report of domestic and 
foreign limited partnerships: failure to file annual 
report: penalty 
each 
this 
1. 
Annual report. 
Each domestic limited partnership and 
foreign limited partnership authorized to do business in 
State shall file, 
within 
the 
time 
prescribed 
by 
this 
chapter, an annual report. 
A. 
The annual report must set forth: 
(1) 
The name of the limited partnership; 
(2) 
The name of its registered agent and the address 
of its registered office in this State, including the 
street or rural route number, town or city and state, 
and, in the case of a foreign limited partnership, the 
address of its registered or principal office; 
(3) 
A brief statement of the character of the business 
in which the limited partnership is actually engaged in 
this State, if any: and 
(4) 
The name and business or residence address of each 
general partner, including the street or rural route 
number, town or city and state. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
B. 
The Secretary of State shall specify by rule the period 
of time to which the annual report applies as provided in 
paragraph C. 
The information contained in the annual report 
must be current as of the date the report is signed. 
C. 
The annual report must be executed and signed by a 
general partner or any other duly authorized individual. 
Subject to rules adopted under section 1456, the report must 
be delivered to the Secretary of State or a designee for 
filing. Proof to the satisfaction of the Secretary of State 
that, prior to the date that penalties become effective for 
late delivery of 
annual 
reports 
as 
established by 
the 
Secretary of State by rule, the report was deposited in the 
United States mail in a sealed envelope, properly addressed, 
with postage prepaid, or delivered by electronic means as 
provided by the Secretary of State, is deemed a compliance 
with this reguirement. One copy of the report, together with 
the filing fee reguired by this chapter, must be delivered 
for filing to the Secretary of State, who shall file the 
report if the Secretary of State finds that it conforms to 
the reguirements of this chapter. If the Secretary of State 
finds that the report does not so conform, the Secretary of 
State shall promptly mail or otherwise return the report to 
the limited partnership for any necessary corrections. The 
penalties prescribed by this chapter for failure to file the 
report within the time provided in this section do not apply 
if the report is corrected to conform to the reguirements of 
this chapter and returned to the Secretary of State within 
days from the date on which it was so mailed or otherwise 
returned to the limited partnership by the Secretary of 
State. 
2. 
Amended 
annual 
report; 
period for filing. 
If the 
information contained in an annual report filed under subsection 
has changed, a domestic or foreign limited partnership may, if 
it determines it to be necessary, deliver to the Secretary of 
State 
for 
filing 
an 
amended 
annual 
report 
to 
change 
the 
information on file. The amended annual report must be executed 
as provided in subsection 1, paragraph C. 
A. 
An amended annual report must set forth: 
(1) 
The 
name 
of 
the 
domestic 
or 
foreign 
limited 
partnership, the jurisdiction of its formation and its 
date of formation: 
(2) 
The date on which the original annual report was 
filed: and 
COMMITTEE AMENDMENT 
.' 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
(~ ) 
The information that has changed and the date on 
which it changed. 
B. 
An amended annual report may be filed by the domestic or 
foreign limited partnership after the date of the original 
filing and until December 31st of that filing year. 
3. 
Failure to file annual report; penalty. 
A domestic or 
foreign limit~d partnership that is reguired to deliver an annual 
report for filing as provided in subsection 1 that fails to 
deliver its properly completed annual report to the Secretary of 
State shall pay, in addition to the regular annual report fee, 
the late filing penalty described in section 1460, subsection 19, 
as long as the report is received by the Secretary of State prior 
to 
revocation or 
administrative dissolution. 
Upon 
a 
limited 
partnership' s failure to file the annual report and to pay the 
annual 
report 
fee 
or 
the penalty, 
the 
Secretary of State, 
notwithstanding Title 4, 
chapter 5 and Title 5, chapter 375, 
shall revoke 
a 
foreign limited partnership's authority to do 
business in this State and administratively dissolve a domestic 
limited partnership. 
The 
Secretary 
of 
State 
shall 
use 
the 
procedures set forth in section 1399 to administratively dissolve 
a domestic limited partnership and the procedure set forth in 
section 1416 to revoke a foreign limited partnership's authority 
to 
transact 
business 
in 
this 
State. 
A 
domestic 
limited 
partnership 
that 
has 
been 
administratively 
dissolved 
under 
section l399 must follow the reguirements set forth in section 
1400 to reinstate. 
A. 
If the Secretary of State finds that any annual report 
of a domestic or foreign limited partnership delivered for 
filing does not conform with the requirements of subsection 
1, the report must be returned for correction. 
B. 
If the annual report of a domestic or foreign limited 
partnership is not delivered for 
filing within the time 
specified 
in 
subsection 
1, 
the 
limited 
partnership 
is 
excused from the liability provided in this section and from 
any other penalty for failure to file timely the report if 
it establishes, 
to the satisfaction of the Secretary of 
State, that failure to file was the result of excusable 
neglect and it furnishes the Secretary of State a copy of 
the report within 30 days after it learns that the Secretary 
of State failed to receive the original report. 
Maine Comment 
Subsection 1 is based on former section 529 and maintains 
uniformity with the other Maine business entity laws for annual 
report filing requirements. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Subsection 2 is based on former section 529-A and maintains 
uniformity with the other Maine business entity laws for amended 
annual report filing requirements. 
Subsection 3 is based on former section 530 and maintains 
uniformity with the other Maine business entity laws for late 
filing penalties resulting from failure to file an annual report. 
SUBCHAPTER 3 
LIMITED PARTNERS 
§1341. 
Becoming limited partner 
A person becomes a limited partner: 
I. 
Partnership agreement. 
As provided in the partnership 
agreement: 
2. 
Conversion or merger. 
As the result of a conversion or 
merger under subchapter II: or 
3. 
Consent. 
With the consent of all the partners. 
Uniform Comment 
(This is section 301 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 301. 
Although Section 801(4) 
contemplates the 
admission of 
a 
limited partner to avoid dissolution, that provision does not 
itself authorize the admission. Instead, this section controls. 
Contrast Section 801(3)(B), which itself authorizes the admission 
of a general partner in order to avoid dissolution. 
§1342. 
No right or power as limited partner to bind limited 
partnership 
A limited partner does not have the right or the power as a 
limited partner to act for or bind the limited partnership. 
Uniform Comment 
(This is section 302 of the Uniform Limited Partnership Act 
(2001).) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
In 
this 
respect 
a 
limited partner 
is 
analogous 
to 
a 
shareholder in a corporation; status as owner provides neither 
the right to manage nor a reasonable appearance of that right. 
The phrase "as a limited partner" is intended to recognize 
that: (i) this section does not disable a general partner that 
also 
owns 
a 
limited partner interest, 
(ii) 
the partnership 
agreement may as a matter of contract allocate managerial rights 
to one or more limited partners; and (iii) a separate agreement 
can empower and entitle a person that is a limited partner to act 
for the limited partnership in another capacity; e. g., as an 
agent. See Comment to Section 305. 
The fact that a limited partner qua limited partner has no 
power to bind the limited partnership means that, subject to 
Section 113 (Dual Capacity), information possessed by a limited 
partner is not attributed to the limited partnership. See Section 
(h) . 
This Act specifies various circumstances in which limited 
partners have consent rights, including: 
• 
admission of a limited partner, Section 301(3) 
• 
admission of a general partner, Section 401(4) 
• 
• 
• 
• 
• 
• 
• 
amendment 
406(b)(l) 
of 
the 
partnership 
agreement, 
Section 
the 
decision 
to 
amend 
the 
certificate 
of 
limited 
partnership so as to obtain or relinquish LLLP status, 
Section 406(b)(2) 
the disposition of all or substantially all of the 
limited partnership's property, 
outside the ordinary 
course, Section 406(b)(3) 
the compromise of 
contribution 
or 
Section 502(c) 
a partner's obligation to make 
a 
return 
an 
improper 
distribution, 
expulsion of a limited partner by consent of the other 
partners, Section 60l(b)(4) 
expulsion of a general partner by consent of the other 
partners, Section 603(4) 
redemption 
of 
a 
transferable 
charging order, 
using 
limited 
Section 703(c)(3) 
interest 
subject 
to 
partnership property, 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ·11" to S.P. 591, L.D. 1609 
• 
• 
• 
• 
• 
• 
causing dissolution by consent, Section 801(2) 
causing 
dissolution 
by 
consent 
following 
the 
dissociation of a general partner, when at least one 
general partner remains, Section 801(3)(A) 
avoiding dissolution and appointing a successor general 
partner, following the dissociation of the sole general 
partner, Section 801(3)(B) 
appointing a person to wind up the limited partnership 
when there is no general partner, Section 803(C) 
approving, amending or abandoning a plan of conversion, 
Section 1103(a) and (b)(2) 
approving, 
amending or abandoning a 
plan of merger, 
Section 1107(a) and (b)(2). 
§1343. 
No liability as limited partner for limited partnership 
obligations 
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. 
Uniform Comment 
(This is section 303 
of the Uniform Limited partnership Act 
(2001),) 
This section provides a full, status-based liability shield 
for 
each 
limited 
partner, 
"even 
if 
the 
limited 
partner 
participates 
in 
the 
management 
and 
control 
of 
the 
limited 
partnership." The section thus eliminates the so-called "control 
rule" with respect to personal liability for entity obligations 
and brings limited partners into parity with LLC members, 
LLP 
partners and corporate shareholders. 
The "control rule" first appeared in an uniform act in 1916, 
although the concept is much older. Section 7 of the original 
Uniform Limited Partnership Act provided that "A limited partner 
shall not become liable as a general partner [i.e., for the 
obligations of the limited partnership] unless 
. he takes 
part in the control of the business." The 1976 Uniform Limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
Partnership Act (ULPA -
1976) "carrie[d] over the basic test from 
former Section 7," but recognized "the difficulty of determining 
when 
the 
'control' 
line 
has 
been 
overstepped." 
Comment 
to 
ULPA-1976, Section 303. Accordingly, ULPA-1976 tried to buttress 
the limited partner's shield by (i) providing a safe harbor for a 
lengthy list of activities deemed not to constitute participating 
in control, 
ULPA-1976, 
Section 
303(b), 
and (ii) 
limiting 
a 
limited partner's "control rule" liability "only to persons who 
transact 
business 
with 
the 
limited 
partnership 
with 
actual 
knowledge of [the limited partner's] participation in control." 
ULPA-1976, 
Section 
303(a). 
However, 
these 
protections 
were 
complicated by a countervailing rule which made a limited partner 
generally liable for the limited partnership's obligations "if 
the 
limited partner's 
participation in 
the 
control 
of 
the 
business is. 
. substantially the same as the exercise of the 
powers of a general partner." ULPA-1976, Section 303(a). 
The 
1985 
amendments 
to 
ULPA-1976 
(i.e., 
RULPA) 
further 
buttressed 
the 
limited 
partner's 
shield, 
removing 
the 
"substantially the same" rule, expanding the list of safe harbor 
activities and limiting "control rule" liability "only to persons 
who transact business with the limited partnership reasonably 
believing, based upon the limited partner's conduct, that the 
limited partner is a general partner." 
In a world with LLPs, LLCs and, most importantly, LLLPs, the 
control rule has become an anachronism. This Act therefore takes 
the next logical step in the evolution of the limited partner's 
liability shield and renders the control rule extinct. 
The shield established by this section protects only against 
liability for the limited partnership's obligations and only to 
the extent that the limited partner is claimed to be liable on 
account of being a limited partner. Thus, a person that is both a 
general and limited partner will be liable as a general partner 
for the limited partnership's obligations. Moreover, this section 
does not prevent a limited partner from being liable as a result 
of 
the 
limited 
partner's 
own 
conduct 
and 
is 
therefore 
inapplicable when a third party asserts that a limited partner's 
own wrongful conduct has injured the third party. This section is 
likewise inapplicable to claims by the limited partnership or 
another partner that a limited partner has breached a duty under 
this Act or the partnership agreement. 
This 
section 
does 
not 
eliminate 
a 
limited 
partner's 
liability for promised contributions, Section 502 or improper 
distributions. Section 509. That liability pertains to a person's 
status 
as 
a 
limited partner 
but 
is 
not liability for 
an 
obligation of the limited partnership. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
The shield provided by this section applies whether or not a 
limited partnership is a limited liability limited partnership. 
§1344. 
Right of limited partner and fOrmer limited partner to 
information 
1. 
Right to inspect and cQPY. 
On 10 days' demand, made in 
a record received by the limited partnership, a limited partner 
may inspect and copy required information during regular business 
hours in the limited partnership's designated office. The limited 
partner need not have any particular purpose for seeking the 
information. 
2. 
Right to information about activities and financial 
condition. 
During regular business hours and at a 
reasonable 
location specified by the limited partnership, a limited partner 
may obtain from the limited partnership and inspect and copy true 
and full information regarding the state of the activities and 
financial 
condition 
of 
the 
limited 
partnership 
and 
other 
information regarding the activities of the limited partnership 
as is just and reasonable if: 
A. 
The limited partner seeks the information for a purpose 
reasonably related to the partner's interest as a limited 
partner; 
B. 
The limited partner makes a demand in a record received 
by 
the 
limited 
partnership, 
describing 
with 
reasonable 
particularity the information sought and the purpose for 
seeking the information; and 
C. 
The 
information sought is directly connected to the 
limited partner's purpose. 
3. 
Response to demand for information about activities and 
financial condition. 
Within 10 days after 
rece~v~ng a 
demand 
pursuant to subsection 2, the limited partnership in a 
record 
shall inform the limited partner that made the demand: 
A. 
What information the limited partnership will provide in 
response to the demand; 
B. 
When and where the limited partnership will provide the 
information; and 
C. 
If the 
limited partnership declines 
to provide 
any 
demanded information, the limited partnership's reasons for 
declining. 
COMMITTEE AMENDMENT 
" 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
4. 
Right 
of 
dissociated 
limited partner. 
Subject 
to 
subsection 6, 
a 
person dissociated as 
a 
limited partner may 
inspect and copy required information during regular business 
hours in the limited partnership's designated office if: 
A. 
The information pertains to the period during which the 
person was a limited partner; 
B. 
The person seeks the information in good faith; and 
C. 
The person meets the requirements of subsection 2. 
5. 
Response to demand by dissociated limited partner. 
The 
limited partnership shall respond to a demand made pursuant to 
subsection 4 in the Same manner as provided in subsection 3. 
6. 
Death of limited partner. 
If a limited partner dies, 
section 1384 applies. 
7. 
Reasonable restrictions on use of information. 
The 
limited partnership may impose reasonable restrictions on the use 
of 
information 
obtained 
under 
this 
section. 
In 
a 
dispute 
concerning 
the 
reasonableness 
of 
a 
restriction 
under 
this 
subsection, the limited partnership has the burden of proving 
reasonableness. 
8. 
Reasonable costs of copying. 
A limited partnership may 
charge a person that makes a demand under this section reasonable 
costs of copying, limited to the costs of labor and material. 
9. 
Information provided without 
demand. 
Whenever 
this 
chapter or a partnership agreement provides for a limited partner 
to give or withhold consent to a matter, before the consent is 
given or withheld, the limited partnership shall, without demand, 
provide the limited partner with all information material to the 
limited partner's decision that the limited partnership knows. 
10. 
Exercise of rights. 
A limited partner 
or 
person 
dissociated as a limited partner may exercise the rights under 
this section through an attorney or other agent. Any restriction 
imposed 
under 
subsection 
or 
by 
the partnership 
agreement 
applies both to the attorney or other agent and to the limited 
partner or person dissociated as a limited partner. 
11. 
Transferee; 
individual under legal disability. 
The 
rights stated in this section do not extend to a 
person as 
transferee but may be exercised by the legal representative of an 
individual under legal disability who is a limited partner or 
person dissociated as a limited partner. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT 'A" to S.P. 591, L.D. 1609 
Uniform Connent 
(This is section 304 of the Uniform Limited Partnership Act 
(2001) . ) 
This section balances two countervailing concerns relating 
to information: the need of limited partners and former limited 
partners for access versus the limited partnership's need to 
protect 
confidential 
business 
data 
and 
other 
intellectual 
property. 
The 
balance must 
be understood in the 
context of 
fiduciary duties. The general partners are obliged through their 
duties 
of 
care 
and 
loyalty 
to 
protect 
information 
whose 
confidentiality is 
important 
to 
the 
limited 
partnership 
or 
otherwise 
inappropriate 
for 
dissemination. 
See 
Section 
(general 
standards 
of 
general 
partner 
conduct). 
A 
limited 
partner, in contrast, "does not have any fiduciary duty to the 
limi ted partnership or to any other partner solely by reason of 
being a limited partner." Section 305(a). (Both general partners 
and limited partners are subject to a duty of good faith and fair 
dealing. Section 305(b) and 408(d).) 
Like 
predecessor 
law, 
this 
Act 
divides 
limited partner 
access rights into two categories 
required information and 
other information. However, this Act builds on predecessor law by: 
• 
• 
• 
• 
• 
• 
expanding slightly the category of required information 
and stating explicitly that a limited partner may have 
access to that information without having to show cause 
specifying a procedure for limited partners to follow 
when demanding access to other information 
specifying how a limited partnership must respond to 
such a demand and setting a time limit for the response 
retaining 
predecessor 
law's 
"just 
and 
reasonable" 
standard for determining a limited partner's right to 
other information, while recognizing that, to be "just 
and reasonable," a limited partner's demand for other 
information 
must 
meet 
at 
minimum 
standards 
of 
relatedness and particularity 
expressly 
requiring 
the 
limited 
volunteer known, material information 
obtaining consent from limited partners 
partnership 
to 
when seeking or 
codifying (while limiting) the power of the partnership 
agreement to vary limited partner access rights 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
• 
• 
permitting the limited partnership to establish other 
reasonable limits on access 
providing access rights for former limited partners. 
The access rights stated in this section are personal to 
each limited partner and are enforceable through a direct action 
under Section 1001(a). These access rights are in addition to 
whatever discovery rights a party has in a civil suit. 
Subsection (a) 
The phrase "required information" is a 
defined term. 
See Sections 102 (18) 
and 111. This subsection's 
broad 
right 
of 
access 
is 
subject 
not 
only 
to 
reasonable 
limi tations in the partnership agreement, Section 110 (b) (4), but 
also to the power of the limited partnership to impose reasonable 
limitations on use. 
Unless the partnership agreement provides 
otherwise, it will be the general partner or partners that have 
the authority to use that power. See Section 406(a). 
Subsection (b) -
The language describing the information to 
be 
provided 
comes 
essentially 
verbatim 
from 
RULPA 
Section 
305(a)(2)(i) and (iii). The procedural requirements derive from 
RMBCA 
Section 
16.02(c). 
This 
subsection 
does 
not 
impose 
a 
requirement of good faith, 
because Section 305(b) contains 
a 
generally applicable obligation of good faith and fair dealing 
for limited partners. 
Subsection (d) -
The notion that former owners should have 
information rights 
comes 
from 
RUPA 
Section 403(b) 
and 
ULLCA 
Section 408(a). The access is limited to the required information 
and is subject to certain conditions. 
Example: 
A person dissociated as a limited partner seeks 
data 
which 
the 
limited partnership has 
compiled, 
which 
relates to the period when the person was a limited partner, 
but which is beyond the scope of the information required by 
Section 111. No matter how reasonable the person's purpose 
and 
how 
well 
drafted 
the person's 
demand, 
the 
limited 
partnership is not obliged to provide the data. 
Example: A person dissociated as a 
limited partner seeks 
access 
to required information pertaining to 
the period 
during which the person was a limited partner. The person 
makes a bald demand, merely stating a desire to review the 
required information at the limited partnership's designated 
office. In particular, the demand does not describe "with 
reasonable particularity the 
information 
sought 
and 
the 
purpose for seeking the information." See subsection (b)(2). 
The limited partnership is not obliged to allow access. The 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
person 
must 
first 
comply 
with 
subsection 
(d), 
which 
incorporates by reference the requirements of subsection (b). 
Subsection (f) and Section 704 provide greater access rights 
for the estate of a deceased limited partner. 
Subsection (d)(2) -
A duty of good faith is needed here, 
because a 
person claiming access under this subsection is no 
longer a limited partner and is no longer subject to Section 
305(b). See Section 602(a)(2) (dissociation as a limited partner 
terminates duty of good faith as to subsequent events). 
Subsection 
(q) 
This 
subsection 
permits 
the 
limited 
partnership -
as distinguished from the partnership agreement -
to 
impose 
use limitations. 
Contrast Section 110(b)(4). 
Under 
Section 406 (a), it will be the general partner or partners that 
decide 
whether 
the 
limited 
partnership 
will 
impose 
use 
restrictions. 
The limited partnership bears the burden of proving the 
reasonableness of any restriction imposed under this subsection. 
In determining whether a restriction is reasonable, a court might 
consider: (i) the danger or other problem the restriction seeks 
to avoid; (ii) the purpose for which the information is sought: 
and (iii) whether, in light of both the problem and the purpose, 
the restriction is reasonably tailored. Restricting use of the 
names 
and 
addresses 
of 
limited 
partners 
is 
not 
per 
se 
unreasonable. 
The 
following 
table 
compares 
the 
limitations 
available 
through the partnership agreement with those available under this 
subsection. 
how restrictions 
adopted 
what restrictions 
may be imposed 
burden of proof 
partnership agreement 
by the consent of 
partners when they adopt 
or amend the partnership 
agreement, unless the 
partnership agreement 
provides another method 
of amendment 
"reasonable restrictions 
on the availability and 
use of information 
obtained," Section 
1l0(b)(4) 
the person challenging 
Section 304(g) 
by the general 
partners, acting 
under Section 
406(a) 
"reasonable 
restrictions on 
the use of 
information 
obtained" 
"the limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT 
Subsection (h) 
Section 408(a). 
to S.P. 591, L.D. 1609 
the restriction must 
prove that the 
restriction will 
"unreasonably restrict 
the right of 
information," Section 
1l0(b)(4) 
partnership has 
the burden of 
proving 
reasonableness" 
Source: 
RUPA 
Section 403(b) 
and 
ULLCA 
Subsection (i) - Source: ULLCA Section 408(b). 
The duty stated in this subsection is at the core of the 
duties owed the limited partners by a limited partnership and its 
general partners. This subsection imposes an affirmative duty to 
volunteer 
information, 
but 
that 
obligation 
is 
limited 
to 
information which is both material and known by the limited 
partnership. 
The duty applies to known, 
material information, 
even 
if 
the 
limited 
partnership 
does 
not 
know 
that 
the 
information is material. 
A limited partnership will "know" what its general partners 
know. 
Section 
103(h). 
A 
limited 
partnership 
may 
also 
know 
information known by the "individual conducting the transaction 
for the [limited partnership)." Section 103(g). 
A 
limited 
partner's 
right 
to 
information 
under 
this 
subsection is enforceable through the full panoply of "legal or 
equitable 
relief" provided 
by 
Section 1001(a), 
including 
in 
appropriate 
circumstances 
the 
withdrawal 
or 
invalidation 
of 
improperly obtained consent and the invalidation or recision of 
action taken pursuant to that consent. 
Subsection (k) -
Section 304 provides no information rights 
to a transferee as transferee. Transferee status brings only the 
very limited information rights stated in Section 702(c). 
It is nonetheless possible for a person that happens to be a 
transferee to have rights under this section. For example, under 
Section 602(a)(3) 
a 
person dissociated as 
a 
limited partner 
becomes 
a 
"mere transferee" of its own transferable interest. 
While that status provides 
the 
person no 
rights under this 
section, the status of person dissociated as a limited partner 
triggers rights under subsection (d). 
§1345. 
Limited duties of limited partners 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
1. .0 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. 
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. 
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. 
Unifo~ Comment 
(This is sectiQn 305 of the UnifQrm Limited Partnership Act 
(2001). ) 
Subsection (a) 
Fiduciary duty typically attaches to a 
person whose status or role creates significant power for that 
person over the interests of another person. Under this Act, 
. limited partners have very limited power of any sort in the 
regular 
~ctivities of 
the 
limited partnership 
and 
no 
power 
whatsoever justifying the imposition of fiduciary duties either 
to the limited partnership or fellow partners. It is possible for 
p 
partnership 
agreement 
to 
allocate 
significant 
managerial 
authority and power to a limited partner, but in that case the 
power exists not as a matter of status or role but rather as a 
matter of contract. The proper limit on such contract-based power 
is the obligation of good faith and fair dealing, not fiduciary 
duty, unless the partnership agreement itself expressly imposes a 
fiduciary duty or creates a role for a limited partner which, as 
a matter of other law, gives rise to a 
fiduciary duty. 
For 
example, if the partnership agreement makes a limited partner an 
agent for the limited partnership as to particular matters, the 
law of agency will impose fiduciary duties on the limited partner 
with respect to the limited partner's role as agent. 
Subsection (b) 
language 
appears 
in 
partners. 
Source: 
Section 
RUPA Section 404 (d). 
408(d), 
pertaining 
to 
The 
same 
general 
The obligation of good faith and fair dealing is not a 
fiduciary duty, does not command altruism or self-abnegation, and 
does not prevent a partner from acting in the partner's own 
self-interest. Courts should not use the obligation to change ex 
post facto the parties' or this ACt'S allocation of risk and 
power. 
To the contrary, in light of the nature of a limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A .. to S.P. 591, L.D. 1609 
partnership, 
the obligation should 
be 
used 
only to protect 
agreed-upon arrangements from conduct that is manifestly beyond 
what 
a 
reasonable 
person 
could 
have 
contemplated 
when 
the 
arrangements were made. 
The partnership agreement or this Act may grant discretion 
to 
a 
partner, 
and 
that partner 
may 
properly exercise that 
discretion even though another partner suffers as a consequence. 
Conduct does not violate the obligation of good faith and fair 
dealing merely because that conduct substantially prejudices a 
party. Indeed, parties allocate risk precisely because prejudice 
may occur. The exercise of discretion constitutes a breach of the 
obligation of good faith and fair dealing only when the party 
claiming breach 
shows 
that the conduct has 
no honestly-held 
purpose that legitimately comports with the parties' agreed-upon 
arrangements. 
Once 
such a 
purpose appears, 
courts should not 
second guess a party's choice of method in serving that purpose, 
unless the party invoking the obligation of good faith and fair 
dealing 
shows 
that 
the 
choice 
of 
method 
itself 
lacks 
any 
honestly-held 
purpose 
that 
legitimately 
comports 
with 
the 
parties' agreed-upon arrangements. 
In sum, the purpose of the obligation of good faith and fair 
dealing is to protect the arrangement the partners have chosen 
for themselves, not to restructure that arrangement under the 
guise of safeguarding it. 
§1346. 
Person erroneously believing self to be limited partner 
1. 
Not liable for 
eDte~rise'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 
exerc~s~ng 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 
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. 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .)( .. to S.P. 591, L.D. 1609 
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. 
3. 
Right to withdraw without breach. 
If a person makes a 
diligent effort in good faith to 
comply with subsection I, 
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. 
Uniform Comment 
(This is section 306 of the Uniform Limited Partnership Act 
(2001).) 
Source 
RULPA 
Section 304, 
substantially redrafted for 
reasons of style. 
Subsection 
(a)(2) 
The 
requirement 
that 
a 
person 
"withdraw[ ) 
from 
future 
participation 
as 
an 
owner 
in 
the 
enterprise" means, .in part, that the person refrain from taking 
any further profit from the enterprise. The requirement does not 
mean, however, that the person is required to return previously 
obtained profits or forfeit any investment. 
SUBCHAPTER 4 
GENERAL PARTNERS 
§135l. 
Becoming general partner 
A person becomes a general partner: 
1. 
Partnership agreement. 
As provided in the partnership 
agreement; 
2. 
Admitted 
general 
partner. 
Under 
section 
1391, 
subsection 3, paragraph B following the dissociation of a limited 
partnership's last general partner: 
3. 
Conversion or merger. 
As the result of a conversion or 
merger under subchapter 11: or 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
4. 
Consent. 
With the consent of all the partners. 
Uniform CODmlent 
(This is section 401 
of the Uniform Limited Partnership Act 
(2001).) 
This section does not make a person's status as a general 
partner 
dependent 
on 
the person being so designated in the 
certificate of limited partnership. If a person does become a 
general partner under this section without being so designated: 
• 
the limited partnership is obligated to promptly and 
appropriately amend the certificate of limited partnership, 
Section 202(b)(1); 
• 
each general partner that 
knows 
of 
the 
anomaly is 
personally obligated to cause the certificate to be promptly 
and appropriately amended, Section 202(c)(1), and is subject 
to liability for failing to do so, Section 208(a)(2); 
• 
the "non-designated" general partner has: 
all the rights and duties of a general partner to the 
limited partnership and the other partners, and 
the powers of a general partner to bind the limited 
partnership under Sections 402 and 403, but 
no 
power to sign records which are to be filed on 
behalf of the limited partnership this Act 
Example: By consent of the partners of XYZ Limited Partnership, G 
is admitted as a general partner. However, XYZ' s certificate of 
limited partnership is not amended accordingly. Later, G -
acting 
without actual authority -
purports to bind XYZ to a transaction 
with 
Third 
Party. 
Third 
Party 
does 
not 
review 
the 
filed 
certificate of 
limited partnership before 
entering into 
the 
transaction. XYZ might be bound under Section 402. 
Section 402 attributes to a limited partnership "[a]n act of a 
general partner. 
. for apparently carrying on in the ordinary 
course the limited partnership's activities or activities of the 
kind 
carried 
on 
by 
the 
limited 
partnership." 
The 
limited 
partnership's liability under Section 402 does not depend on the 
"act of a general partner" being the act of a general partner 
designated in the certificate of limited partnership. Moreover, 
the notice provided by Section 103(c) 
does not undercut G's 
appearance of authority. Section 402 refers only to notice under 
Section 
103(d) 
and, 
in 
any 
event, 
according 
to 
the 
second 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
sentence of Section 103(c), the fact that a person is not listed 
as in the certificate as a general partner is not notice that the 
person is not a general partner. See Comment to Section 103(c). 
Example: 
Same facts, 
except that Third Party does 
review the 
certificate of 
limited partnership before entering into 
the 
transaction. The result might still be the same. 
The omission of a person's name from the certificate's list of 
general partners is not notice that the person is not a general 
partner. Therefore, Third Party's review of the certificate does 
not mean that Third Party knew, had received a notification or 
had notice that G lacked authority. At most, 
XYZ 
could argue 
that, because Third Party knew that G was not listed in the 
certificate, a transaction entered into by G could not appear to 
Third 
Party 
to 
be 
for 
apparently 
carrying 
on 
the 
limited 
partnership's activities in the ordinary course. 
§1352. 
General partner agent of limited partnership 
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. 
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. 
Uniform Connent 
(This is section 402 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 30l. For the meaning of "authority" in 
subsection 
( a) 
and 
"authorized" in subsection 
(b) , 
see 
RUPA 
Section 301, 
Comment 3 (stating that "Subsection ( 2 ) 
[of RUPA 
Section 301) makes it clear that the partnership is bound by a 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~ " to S.P. 591, L.D. 1609 
partner's actual authority, even if the partner has no apparent 
authority"; emphasis added). 
The fact that a person is not listed in the certificate of 
limited partnership as a general partner is not notice that the 
person is not a partner and is not notice that the person lacks 
authority to act for the limited partnership. See Comment to 
Section 103(c) and Comment to Section 401. 
Section 103(f) 
defines 
receipt 
103(d) 
lists various public filings, 
notice 90 days after its effective date. 
of notification. 
each of which 
Section 
provides 
Example: 
For the past ten years, 
X has been a 
general 
partner 
of 
XYZ 
Limited 
Partnership 
and 
has 
regularly 
conducted 
the 
limited partnership's business with Third 
Party. 
However, 
days 
ago 
the 
limited 
partnership 
expelled X as a general partner and the next day delivered 
for filing an amendment to XYZ's certificate of limited 
partnership which stated that X was 
no longer a general 
partner. On that same day, 
the filing officer filed the 
amendment. 
Today X approaches Third Party, 
purports still be to 
a 
general 
partner 
of 
XYZ 
and 
purports 
to 
enter 
into 
a 
transaction with Third Party on XYZ's behalf. Third Party is 
unaware that X has been expelled and has no reason to doubt 
that X's bona fides. Nonetheless, XYZ is not liable on the 
transaction. Under Section 103(d), Third Party has notice 
that X is dissociated and perforce has notice that X is not 
a general partner authorized to bind XYZ. 
§1353. 
Limited partnership liable for general partner's 
actionable conduct 
1. 
General 
partner acting in ordinary course or with 
authoriq. 
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. 
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. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "~,, to S.P. 591, L.D. 1609 
Uniform Comment 
(This is section 403 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 305. For the meaning of "authority" in 
subsections 
(a) 
and (b), 
see 
RUPA 
Section 305, 
Comment. 
The 
third-to-1ast paragraph of that Comment states: 
The partnership is liable for the actionable conduct or 
omission of a partner acting in the ordinary course of its 
business or "with the authority of the partnership." This is 
intended to include a partner's apparent, as well as actual, 
authori ty, 
thereby 
bringing 
wi thin 
Section 
(a) 
the 
situation covered in UPA Section 14(a). 
The last paragraph of that Comment states: 
Section 305(b) is drawn from UPA Section 14(b), but has been 
edited to improve clarity. It imposes strict liability on 
the partnership for the misapplication of money or property 
received by a partner in the course of the partnership's 
business or otherwise within the scope of the partner's 
actual authority. 
Section 403 (a) of this Act is taken essentially verbatim from 
RUPA Section 305(a), and Section 403(b) of this Act is taken 
essentially verbatim from RUPA Section 305(b). 
This 
section 
makes 
the 
limited 
partnership 
vicariously 
liable for a partner's misconduct. That vicariously liability in 
no way discharges or diminishes the partner's direct liability 
for the partner's own misconduct. 
A general partner can cause a limited partnership 
liable under this section, even if the general partner 
designated as a general partner in the certificate of 
partnership. See Comment to Section 401. 
to be 
is not 
limited 
§1354. 
General partner's liability 
1. 
Joint 
and 
several 
liability. 
Except 
as 
otherwise 
provided in subsections 2 and 3, all general partners are liable 
jointly 
and 
severally 
for 
all 
obligations 
of 
the 
limited 
partnership unless otherwise agreed by the claimant or provided 
by law. 
2. 
Pre-existing obligation. 
A 
person 
that 
becomes 
a 
general 
partner 
of 
an 
existing 
limited partnership is 
not 
COMMITTEE AMENDMENT 
COMM:ITTEE AMENDMENT "1/,, to S.P. 591, L.D. 1609 
personally liable for an obligation of a 
limited partnership 
incurred before the person became a general partner. 
3. 
Obligation of limited liability limited partnership. 
Subject to the provisions of subsection 4, an obligation of a 
limi ted 12artnership incurred while the limited 12artnership is a 
limited 
liability 
limited 
partnership, 
whether 
ans1ng 
in 
contract, tort or otherwise, is solely the obligation of the 
limited partnershi12' A general partner is not personally liable, 
directly or indirectly, by way of contribution or otherwise, for 
such an obligation solely by reason of being or acting as a 
general 
partner. 
This 
subsection 
applies 
despite 
anything 
inconsistent 
in 
the 
partnership 
agreement 
that 
existed 
immediately before the consent reguired to 
become 
a 
limited 
liability limited partnership under section 1356, subsection 2, 
paragraph B. 
4. 
Professional 
limited 
liability 
limited 
partnership 
exception. 
A 
partner 
of 
a 
professional 
limited liability 
limited partnership is jointly and severally liable for claims 
arising from the rendering of a professional service by such a 
professional limited liability partnership if that partner: 
A. 
Personally and directly participated in rendering that 
portion of 
the professional 
service that 
was 
performed 
negligently or in breach of any other legal duty; or 
B. Directly sU12ervised and controlled that 12ortion of the 
professional service rendered by another person that was 
performed negligently or in breach of any other legal duty. 
For 
purposes 
of 
this 
subsection, 
a 
"professional 
limited 
liability limited partnership" means a limited liability limited 
partnership that. by virtue of the business conducted by it. 
would be reguired to incorporate under the Maine Professional 
Service 
Corporation 
Act if that 
limited partnership 
were 
a 
corporation. 
Uniform Conanent 
(This is section 404 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 306. 
Following RUPA and the UPA, this Act leaves to other law the 
question of when a limited partnership obligation is incurred. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A .. to s.P. 591, L.D. 1609 
Subsection ( c) 
provide 
for 
limited 
Prefatory Note. 
For an 
liability 
explanation of the decision 
limited partnerships, 
see 
Maine CODnent 
to 
the 
Maine has amended this section to add language clarifying 
the 
scope 
of 
the liability shield for 
professional 
limited 
liability partnerships. 
§1355. 
Actions br and against partnership and partners 
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. 
2. 
Judgment 
against 
limited 
partpership. 
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. 
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 
~ 
B. 
The limited partnership is a debtor in bankruptcy: 
C. 
The general partner has agreed that the creditor need 
not exhaust limited partnership assets: 
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 
E. 
Liability is imposed on the general partner by law or 
contract 
independent 
of 
the 
existence 
of 
the 
limited 
partnership. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
Uniform Connent 
(This is section 405 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 307. 
If a 
limited partnership is a limited liability limited 
partnership throughout its existence, this section will bar a 
creditor of 
a 
limited partnership 
from 
impleading, 
suing or 
reaching the assets of a general partner unless the creditor can 
satisfy subsection (c)(5). 
§1356. 
Mi'Dftgement rights of general partner 
1. 
General partner or Pftrtners. 
Each general partner has 
egual 
rights 
in the 
management 
and 
conduct of 
the 
limited 
partnership's activities. Except as expressly provided in this 
chapter. any matter relating to the activities of the limited 
partnership may be exclusively decided by the general partner or, 
if there is more than one general partner, by a majority of the 
general partners. 
2. 
Consent 
regyired. 
The 
consent 
of 
each partner is 
necessary to: 
A. 
Amend the partnership agreement; 
B. 
Amend the certificate of limited partnership to add or, 
subject to section 1440, delete a statement that the limited 
partnership is a limited liability limited partnership; and 
C. 
SelL lease, exchange or otherwise dispose of alL or 
substantially all, of the limited partnership' s property, 
with or without the good will, other than in the usual and 
regular course of the limited partnership's activities. 
3. 
Puments 
by 
and liabilities of general partner. 
A 
limited 
partnership 
shall 
reimburse 
a 
general 
partner 
for 
payments made and indemnify a general partner for liabilities 
incurred by the general partner in the ordinary course of the 
activities of the partnership or for the preservation of its 
activities or property. 
4. 
AdVances 
by general partner. 
A limited partnership 
shall reimburse a general partner for an advance to the limited 
partnership beyond the amount of capital the general partner 
agreed to contribute: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
5. 
PQ.%JIlent 
or advance 
cOAStitutes loan. 
A payment or 
advance 
made 
by 
a 
general 
partner 
that gives 
rise 
to 
an 
obligation of the limited partnership under subsection 3 or 4 
constitutes 
a 
loan 
to 
the 
limited partnership that 
accrues 
interest from the date of the payment or advance. 
6. 
No remuneration. 
A general partner is not entitled to 
remuneration for services performed for the partnership. 
Uniform Comment 
(This is section 406 
of the Uniform Limited Partnership Act 
(2001>. ) 
Source -
RUPA Section 401 and ULLCA Section 404. 
Subsection (a) -
As explained in the Prefatory Note, this 
Act assumes that, more often than not, people utilizing the Act 
will want (i) strong centralized management, strongly entrenched, 
and (H) passive investors with little control over the entity. 
Section 
essentially 
excludes 
limited 
partners 
from 
the 
ordinary management of a limited partnership's activities. This 
subsection states affirmatively the general partners' commanding 
role. Only the partnership agreement and the express provisions 
of this Act can limit that role. 
The 
authority 
granted 
by 
this 
subsection 
includes 
the 
authority to delegate. Delegation does not relieve the delegating 
general partner or partners of their duties under Section 408. 
However, the fact of delegation is a fact relevant to any breach 
of duty analysis. 
Example: 
A sole general partner personally handles 
all 
"important paperwork" for a limited partnership. The general 
partner neglects to renew the fire insurance coverage on the 
a building owned by the limited partnership, despite having 
received 
and 
read 
a 
warning 
notice 
from 
the 
insurance 
company. The building subsequently burns to the ground and 
is a total loss. The general partner might be liable for 
breach of the duty of care under Section 408(c) 
(gross 
negligence) . 
Example: A sole general partner delegates responsibility for 
insurance 
renewals 
to 
the 
limited partnership's 
office 
manager, 
and 
that 
manager 
neglects 
to 
renew 
the 
fire 
insurance coverage on the building. Even assuming that the 
office 
manager 
has 
been grossly negligent, 
the 
general 
partner is not necessarily liable under Section 408(c). The 
office 
manager's 
gross 
negligence 
is 
not 
automatically 
attributed to the general partner. Under Section 408(c), the 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
question 
is 
whether 
the 
general 
partner 
was 
grossly 
negligent 
(or 
worse) 
in selecting the 
general 
manager, 
delegating insurance renewal matters to the general manager 
and supervising the general manager after the delegation. 
For the consequences of delegating authority to a person that is 
a limited partner, see the Comment to Section 305. 
The partnership agreement may 
and, subj ect to Section 110 (b) ( 5) 
partner's Section 408 duties. 
also provide for delegation 
(7), may modify a general 
Subsection 
(b) 
This 
subsection limits 
the 
managerial 
rights of the general partners, requiring the consent of each 
general 
and 
limited partner 
for 
the 
specified actions. 
The 
subsection is subject to change by the partnership agreement, 
except as provided in Section 110 (b) (12) (pertaining to consent 
rights established by Section 1110). 
Subsection (c) 
-
This Act does not include any parallel 
provision for limited partners, because they are assumed to be 
passive. To the extent that by contract or other arrangement a 
limited partner has authority to act on behalf of the limited 
partnership, 
agency 
law principles will 
create 
an 
indemnity 
obligation. In other situations, principles of restitution might 
apply. 
Subsection (f) - Unlike RUPA Section 40l(h), this subsection 
provides no compensation for winding up efforts. In a limited 
partnership, winding up is one of the tasks for which the limited 
partners depend on the general partner. There is no reason for 
the Act to single out this particular task as giving rise to 
compensation. 
§l357. 
Right of general partner and fOrmer general partner to 
infopmation 
1. 
Right to inspect and copy. 
A general partner, without 
having any particular purpose for seeking the information, may 
inspect and copy during regular business hours: 
A. 
In the limited partnership's designated office, required 
information; and 
B. 
At 
a 
reasonable 
location specified by 
the 
limited 
partnership, 
any other records maintained by the limited 
partnership regarding the limited partnership's activities 
and financial condition. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
2. 
Information furnished to general partner. 
Each general 
partner and the limited partnership shall furnish to a general 
partner: 
A. 
Without demand, any information concerning the limited 
partnership's activities and activities reasonably required 
for the pro~er exercise of the general partner's rights and 
duties under the partnership agreement or this chapter; and 
B. 
On demand, any other information concerning the limited 
partnership's activities, except to the extent the demand or 
the 
information 
demanded 
is 
unreasonable 
or 
otherwise 
improper under the circumstances. 
3. 
Right 
of 
dissociated general 
partner. 
Subject 
to 
subsection 5, on 10 days' demand made in a record received by the 
limited partnership, a person dissociated as a general partner 
may have access to the information and 
records described in 
subsection 1 at the location specified in subsection 1 if: 
A. 
The information or record pertains to the period during 
which the person was a general partner: 
B. 
The person seeks the information or record in good 
faith: and 
C. 
The person satisfies the 
requirements 
imposed on 
a 
limited partner by section 1344, subsection 2. 
4. 
Response 
to 
demand. 
The 
limited partnership shall 
respond to a demand made pursuant to subsection 3 in the same 
manner as provided in section 1344, subsection 3. 
5. 
Death of general partner • 
If a general partner dies , 
section 1384 applies. 
6. 
Reasonable restrictions on use of information. 
The 
limited partnership may impose reasonable restrictions on the use 
of information under this section. In any dispute concerning the 
reasonableness 
of 
a 
restriction 
under 
this 
subsection, 
the 
limited partnership has the burden of proving reasonableness. 
7. 
Reasonable costs of copying. 
A limited partnership may 
charge a person dissociated as a general partner that makes a 
demand under this section reasonable costs of copying, limited to 
the costs of labor and material. 
8. 
Exercise of 
rights. 
A general 
partner 
or 
person 
dissociated as a general partner may exercise the rights under 
this section through an attorney or other agent. Any restriction 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
imposed 
under 
subsection 
or 
by 
the 
partnership 
agreement 
applies both to the attorney or other agent and to the general 
partner or person dissociated as a general partner. 
9. 
Transferee: 
individual 
under 
legal disability. 
The 
rights 
under 
this 
section 
do 
not 
extend 
to 
a 
person 
as 
transferee. 
but 
the 
rights 
under 
subsection 
of 
a 
person 
dissociated as a general partner may be exercised by the legal 
representative of an individual who dissociated as 
a general 
partner under section 1373. subsection 7. paragraph B or C. 
Uniform Comment 
(This is section 407 of the Uniform Limited Partnership Act 
(2001).) 
This section's structure parallels the structure of Section 
and 
the 
Comment 
to 
that 
section 
may 
be 
helpful 
. in 
understanding this section. 
Subsection (b) - Source: RUPA Section 403(c). 
Subsection 
(b) (1) 
If a 
particular 
item 
of 
material 
information is apparent in the limited partnership's records, 
whether 
a 
general 
partner 
is 
obliged 
to 
disseminate 
that 
information 
to 
fellow 
general 
partners 
depends 
on 
the 
circumstances. 
Example: 
A limited partnership has 
two general partners: 
each of which is regularly engaged in conducting the limited 
partnership's acti vi ties; both of which are aware of and 
have regular access to all significant limited partnership 
records; and neither of which has special responsibility for 
or knowledge about any particular aspect of those activities 
or the partnership records pertaining to 
any particular 
aspect of those activities. Most likely, neither general 
partner is obliged to 
draw the other general partner's 
attention 
to 
information 
apparent 
in 
the 
limited 
partnership's records. 
Example: Although a limited partnership has three general 
partners, 
one 
is 
the 
managing 
partner 
with 
day-to-day 
responsibility 
for 
running 
the 
limited 
partnership's 
activities. 
The 
other 
two 
meet 
periodically 
with 
the 
managing general partner, 
and together with that partner 
function in a 
manner 
analogous to 
a 
corporate board of 
directors. Most likely, the managing general partner has a 
duty to draw the attention of the other general partners to 
important information, 
even if that information would be 
apparent from a review of the limited partnership's records. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,)t " to S.P. 591, L.D. 1609 
In all events 
under subsection (b)(l), 
the question is 
whether the disclosure by one general partner is "reasonably 
required for the proper exercise" of the other general partner's 
rights and duties. 
Subsection (f) 
This provl.sl.on is identical to Section 
304(g) 
and the Comment to Section 304(g) is applicable here. 
Under 
this 
Act, 
general 
and 
limited 
partners 
have 
sharply 
different roles. A restriction that is reasonable as to a limited 
partner is not necessarily reasonable as to a general partner. 
Subsection (9) -
No charge is allowed for current general 
partners, because in almost all cases they would be entitled to 
reimbursement 
under 
Section 406(c). 
Contrast Section 
304(h), 
which authorizes charges to current limited partners. 
Subsection (i) -
The Comment to Section 304(k) is applicable 
here. 
§1358. 
General standards of general partner's conduct 
1. 
Fiduciary duties. 
The only fiduciary duties that a 
general partner has to the limited partnership and the other 
partners are the duties of loyalty and care under subsections 2 
and 3. 
2. 
Duty of loyalty. 
A general partner's duty of loyalty to 
the limited partnership and the other partners is limited to the 
following: 
A. 
To 
account to 
the 
limited partnership 
and hold 
as 
trustee for it any property, profit or benefit derived by 
the general partner in the conduct and winding up of the 
limited partnership's activities or derived from a use by 
the 
general 
partner 
of 
limited 
partnership 
property, 
including 
the 
appropriation 
of 
a 
limited 
partnership 
opportunity; 
B. 
To refrain from dealing with the limited partnership in 
the 
conduct or winding 
up 
of 
the 
limited partnership's 
activities as or on behalf of a party having an interest 
adverse to the limited partnership; and 
C. 
To refrain from competing with the limited partnership 
in the conduct or winding up of the limited partnership's 
activities. 
3. 
Duty of care. 
A general partner's duty of care to the 
limi ted partnership and the other partners in the conduct and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
winding up of the limited partnership's activities is limited to 
refraining 
from 
engaging 
in 
grossly 
negligent 
or 
reckless 
conduct, intentional misconduct or a knowing violation of law. 
4. 
Good faith and fair dealing. 
A general partner shall 
discharge the duties to the partnership and the other partners 
under 
this 
chapter 
or 
under 
the 
partnership 
agreement 
and 
exercise any rights consistently with the obligation of good 
faith and fair dealing. 
5. 
General partner's own interest. 
A general partner does 
not violate a duty or obligation under this chapter or under the 
partnership 
agreement 
merely 
because 
the 
general 
partner's 
conduct furthers the general partner's own interest. 
Uniform Comment 
(This is section 408 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 404. 
This 
delegating 
the duty. 
406(a). 
section 
does 
not 
prevent 
a 
general 
partner 
from 
one or more duties, but delegation does not discharge 
For further discussion, 
see the Comment to Section 
If 
the 
partnership 
agreement 
removes 
a 
particular 
responsibility from 
a general partner, that general partner's 
fiduciary duty must be judged according to the rights and powers 
the general partner retains. 
For example, if the partnership 
agreement 
denies 
a 
general partner 
the 
right 
to 
act 
in 
a 
particular matter, 
the general partner's compliance with the 
partnership agreement 
cannot be 
a 
breach of fiduciary duty. 
However, the general partner may still have a duty to provide 
advice with regard to the matter. That duty could arise from the 
fiduciary duty of care under Section 408(c) 
and the duty to 
provide information under Sections 304(i) and 407(b). 
For 
the 
partnership 
agreement's 
power 
circumscribe 
a 
general partner's 
fiduciary duty, 
110(b)(5) and (6). 
directly 
to 
see Section 
Subsection (a) -
The reference to "the other partners" does 
not affect the distinction between direct and derivative claims. 
See Section 1001(b) 
(prerequisites 
for 
a 
partner bringing a 
direct claim). 
Subsection 
(b) 
subsection 
continues 
A general 
partner's 
duty 
through 
winding 
up, 
since 
under 
this 
the 
limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partners' 
dependence on the general partner does not end at 
dissolution. See Comment to Section 406(f) (explaining why this 
Act provides no remuneration for a general partner's winding up 
efforts). 
Subsection (d) 
This provision is 
305(b) and the Comment to Section 305(b) is 
SUBCHAPTER 5 
identical to Section 
applicable here. 
COliTRIBUTIOHS ABD DISTRIBQTIOHS 
§136l. 
Form of contribution 
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. 
Uniform Conment 
(This is section 501 of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 401. 
§1362. 
Liability for contribution 
1. 
Obligation not excused b,y death. disability or other 
inability. 
A partner's obligation to contribute money or other 
property or other benefit to. or to perform services for. 
a 
limited partnership is 
not 
excused 
by 
the partner's 
death. 
disability or other inability to perform personally. 
2. 
Obligation 
to 
contribute 
money 
equal 
to 
promised 
nOnmonetary contribution. 
If a partner does not make a promised 
nonmonetary contribution. the partner is obligated at the option 
of the limited partnership to contribute· money equal to that 
portion of the value. as stated in the required information. of 
the stated contribution that has not been made. 
3. 
Obligation in violation of chapter: 
enforcement by 
creditor. 
The obligation of a partner to make a contribution or 
return money or other property paid or distributed in violation 
of this chapter 
may 
be 
compromised only by 
consent of all 
partners. A creditor of a limited partnership that extends credit 
or otherwise acts in reliance on an obligation described in 
subsection 
I. 
without 
notice 
of 
any 
compromise 
under 
this 
subsection. may enforce the original obligation. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Uniform Connent 
(This is section 502 
of the Uniform Limited Partnership Act 
(2001). ) 
In contrast with predecessor law, RULPA Section 502(a), this 
Act does not include 
a statute of frauds provision covering 
promised contributions. Section 111( 9) (A) does require that the 
value 
of 
a 
promised contribution be 
memorialized, 
but 
that 
requirement 
does 
not 
affect 
enforceability. 
See 
Comment 
to 
Section 111(9). 
Subsection (a) - Source: RULPA Section 502(b). 
Under 
common 
law 
principles 
of 
impracticability, 
an 
individual's death or incapacity will sometimes discharge a duty 
to 
render 
performance. 
Restatement 
(Second) 
of 
Contracts, 
Sections 261 and 262. This subsection overrides those principles. 
Subsection (b) -
RULPA Section 502(b). 
This subsection is a statutory liquidated damage 
prov~s~on, 
exercisable at the option of the limited partnership, with the 
damage 
amount 
set according to 
the 
value 
of 
the 
promised, 
non-monetary contribution as stated in the required information. 
Example: 
In order to become 
a limited partner, 
a person 
promises to contribute to the limited partnership various 
assets which the partnership agreement values at $150,000. 
In return for the person's promise, 
and in light of the 
agreed value, the limited partnership admits the person as a 
limited partner with a right to receive 25°-1> of the limited 
partnership's distributions. 
The promised assets are subject to a security agreement, but 
the limited partner promises to contribute them "free and 
clear." 
Before 
the 
limited 
partner 
can 
contribute 
the 
assets, 
the 
secured 
party 
forecloses 
on 
the 
security 
interest and sells the assets at a public sale for $75,000. 
Even if the $75,000 reflects the actual fair market value of 
the assets, under this subsection the limited partnership 
has a claim against the limited partner for "the value, as 
stated 
in 
the 
required 
information, 
of 
the 
stated 
contribution which has not been made" - i.e, $150,000. 
This 
section 
applies 
"at 
the 
partnership" and does not affect other 
partnership may have under other law. 
option 
of 
the 
limited 
remedies which the limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Example: Same facts as the previous example, except that the 
public sale brings $225,000. The limited partnership is not 
obliged to invoke this subsection and may instead sue for 
breach of the promise to make the contribution, asserting 
the $225,000 figure as evidence of the actual loss suffered 
as a result of the breach. 
Subsection (c) -
Source: ULLCA Section 402(b); RULPA Section 
502(c). The first sentence of this subsection applies not only to 
promised contributions but also to improper distributions. See 
Sections 
and 
509. 
The 
second 
sentence, 
pertaining 
to 
creditor's rights, applies only to promised contributions. 
§1363. 
Sharing of distributions 
A distribution by a limited partnership must be shared among 
the partners on the basis of the value, as stated in the required 
records 
when 
the 
limited 
partnership 
decides 
to 
make 
the 
distribution, of the contributions the limited partnership has 
received from each partner. 
Uniform Comment 
(This is section 503 
of the Uniform Limited Partnership Act 
(2001).) 
This Act has no 
prov~s~on allocating profits and losses 
among the partners. Instead, 
the Act directly apportions the 
right to receive distributions. 
Nearly all limited partnerships will choose to allocate 
profits and losses in order to 
comply with applicable tax, 
accounting and other regulatory requirements. Those requirements, 
rather than this Act, are the proper source of guidance for that 
profit and loss allocation. 
Unlike 
predecessor 
law, 
this 
section 
apportions 
distributions in relation to the value of contributions received 
from 
each 
partner 
without 
regard 
to 
whether 
the 
limited 
partnership has 
returned any of those contributions. 
Compare 
RULPA Sections 503 and 504. This Act's approach produces the same 
result as predecessor law, 
so long as the limited partnership 
does 
not 
vary 
this 
section's 
approach 
to 
apportioning 
distributions. 
This section's rule for sharing distributions is subject to 
change under Section 110. A limited partnership that does vary 
the rule should be careful to consider not only the tax and 
accounting consequences but also the "ripple" effect on other 
provisions of this Act. 
See, 
e.g., Sections 
and 
803(c) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
(apportioning consent power in relation to the right to receive 
distributions). 
§1364. 
Interim distributions 
A partner does not have a right to any distribution before 
the dissolution and winding up of the limited partnership unless 
the limited partnership decides to make an interim distribution. 
Uniform Comment 
(This is section 504 of the Uniform Limited Partnership Act 
(2001),) 
Under Section 406(a), the general partner or partners make 
this decision for the limited partnership. 
§1365. 
No distribution on account of dissociation 
A person does not have a right to receive a distribution on 
account of dissociation. 
Uniform Comment 
(This is section 505 of the Uniform Limited Partnership Act 
(2001).) 
This 
section varies 
substantially 
from 
predecessor 
law. 
RULPA 
Sections 
and 
permitted 
a 
limited partner 
to 
withdraw on six months notice and receive the fair value of the 
limited partnership interest, unless the partnership agreement 
provided the limited partner with some exit right or stated a 
definite duration for the limited partnership. 
Under 
this 
Act, 
a 
partner 
that 
dissociates 
becomes 
a 
transferee 
of 
its 
own 
transferable 
interest. 
See 
Sections 
602(a)(3) (person dissociated as a limited partner) and 605(a)(5) 
(person dissociated as a general partner). 
§1366. 
Distribution in kind 
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 egual to the partner's 
share of distributions. 
Uniform Connent 
COMMITTEE AMENDMENT 
r 
\ 
COMMITTEE AMENDMENT "~,, to S.P. 591, L.D. 1609 
(This is section 506 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 605. 
§1367. 
Right to distribution 
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. 
Uniform Comment 
(This is section 507 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 606. 
This 
section's 
first 
sentence 
refers 
to 
distributions 
generally. Contrast Section 508(e), which refers to indebtedness 
issued as a distribution. 
The 
reference 
in 
the 
second 
sentence 
to 
"dissociated 
partner" encompasses circumstances in which the partner is gone 
and the dissociated partner's transferable interest is all that 
remains. 
§1368. 
Limitations on distribution 
1. 
In violation of partnership 
agreement. 
A 
limited 
partnership may not make 
a 
distribution in violation of the 
partnership agreement. 
2. 
Unable to pay debts or satisfy superior preferential 
rights. 
A limited partnership may not make a distribution if 
after the distribution: 
A. 
The limited partnership would not be able to pay its 
debts as they become due in the ordinary course of the 
limited partnership's activities: or 
B. 
The limited partnership's total assets would be less 
than the sum of its total liabilities plus the amount that 
would be needed, 
if the limited partnership were to be 
dissolved, 
wound 
up 
and terminated at the 
time of 
the 
COMMITTEE AMENDMENT 
· 
, 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
distribution, 
to 
satisfy 
the 
preferential 
rights 
upon 
dissolution, winding up and termination of partners whose 
preferential 
rights 
are 
superior 
to 
those 
of 
persons 
receiving the distribution. 
3. 
Basis 
for 
determination 
that 
distribution 
not 
prohibited. 
A limited partnership may base a determination that 
a distribution is not prohibited under subsection 2 on financial 
statements prepared on the basis of accounting practices and 
principles that are reasonable in the circumstances or on a fair 
valuation or other method that is reasonable in the circumstances. 
4. 
Measuring effect of distribution. 
Except as otherwise 
provided in subsection 7, 
the effect of a distributioh under 
subsection 2 is measured: 
A. 
In the case of distribution by purchase, redemption or 
other acquisition of a transferable interest in the limited 
partnership, 
as of the date money or other property is 
transferred or debt incurred by the limited partnership; and 
B. 
In all other cases, as of the date: 
(1) 
The distribution is authorized, if the payment 
occurs within 120 days after that date; or 
(2) 
The payment is made, if payment occurs more than 
days after the distribution is authorized. 
5. 
Indebtedness 
to 
partner 
and 
general, 
unsecured 
creditors. 
A limited partnership's indebtedness to a partner 
incurred by reason of a distribution made in accordance with this 
section is at parity with the limited partnership's indebtedness 
to its general, unsecured creditors. 
6. 
Indebtedness 
not 
considered 
liabili ty. 
A 
limi ted 
partnership's 
indebtedness, 
including 
indebtedness 
issued 
in 
connection with or as part of a distribution, is not considered a 
liability for purposes of subsection 2 if the terms of the 
indebtedness provide that payment of principal and interest are 
made only to the extent that a distribution could then be made to 
partners under this section. 
1. 
Indebtedness issued as distribution: date payment made. 
If indebtedness is issued as a distribution, each payment of 
principal 
or 
interest 
on 
the 
indebtedness 
is 
treated 
as 
a 
distribution, the effect of which is measured on the date the 
payment is made. 
Uniform Comment 
COMMITTEE AMENDMENT 
,.-~. 
, 
. 
COMMITTEE AMENDMENT "J1" to S.P. 591, L.D. 1609 
(This is section 508 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
ULLCA Section 406. See also RMBCA Section 6.40. 
Subsection 
(c) 
This 
subsection 
appears 
to 
impose 
a 
standard of ordinary care, in contrast with the general duty of 
care stated in Section 408(c). For a reconciliation of these two 
provisions, see Comment to Section 509(a). 
§1369. 
Liability for improper distributions 
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 wi thout the 
violation if it is 
established that in 
consenting 
to 
the 
distribution the general partner failed to comply with section 
~ 
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. 
3. 
General partner may implead, 
compel contr ibution. 
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 
B. 
Implead in the 
action 
any 
person that 
received 
a 
distribution 
in 
violation 
of 
subsection 
and 
compel 
contribution 
from 
the 
person in the 
amount 
the 
person 
received in violation of subsection 2. 
4. 
Action within 2 years. 
An action under this section is 
barred if it is 
not 
commenced 
within 
years 
after 
the 
distribution. 
Uniform Comment 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
(This is section 509 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 407. See also RMBCA Section S.33. 
In substance and effect this section protects the interests 
of creditors of the limited partnership. Therefore, according to 
Section 110(b)(13), the partnership agreement may not change this 
section in a way that restricts the rights of those creditors. As 
for a limited partnership's power to compromise a claim under 
this section, see Section 502(c). 
Subsection (a) - This subsection refers both to Section 50S, 
which includes in its subsection (c) a standard of ordinary care 
("reasonable in the circumstances"), and to Section 40S, which 
includes in its subsection (c) a general duty of care that is 
limited to "refraining from engaging in grossly negligent or 
reckless conduct, intentional misconduct, or a knowing violation 
of law." 
A limited partnership's failure to meet the standard of 
Section 50S(c) cannot by itself cause a general partner to be 
liable under Section 509(a). Both of the following would have to 
occur before a failure to satisfy Section 508 (c) could occasion 
personal liability for a general partner under Section 509(a): 
• 
2S 
AND 
• 
the limited partnership "base[s] a determination that a 
distribution is not prohibited 
on 
financial 
statements 
prepared 
on 
the 
basis 
of 
accounting 
practices and principles that are [not] reasonable in 
the circumstances or on a [not] fair valuation or other 
method that is [not] reasonable in the circumstances" 
[Section 50S(c)] 
the general partner's decision to rely on the improper 
methodology 
in 
consenting 
to 
the 
distribution 
constitutes 
"grossly negligent 
or 
reckless 
conduct, 
intentional misconduct, or a knowing violation of law" 
[Section 408(c)] 
or breaches 
some other duty under 
Section 40S. 
To serve the protective purpose of Sections 50S and 509, in 
this subsection "consent" must be understood as encompassing any 
form 
of approval, 
assent or acquiescence, 
whether 
formal 
or 
informal, express or tacit. 
Subsection (d) -
The subsection's limitation applies to the 
commencement of an action under subsection (a) or (b) and not to 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
subsection (c), under which a general partner may implead other 
persons. 
SUBCHAPTER 6 
DISSOCIATION 
§1371. 
Dissociation as limited partner 
1. 
Prohibited before termination. 
A person does not have a 
right to dissociate as a limited partner before the termination 
of the limited partnership. 
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: 
B. 
An 
event agreed to in the partnership agreement 
as 
causing the person's dissociation as a limited partner: 
C. 
The person's expulsion as a limited partner pursuant to 
the partnership agreement: 
D. 
The person's expulsion as 
a 
limited partner by the 
unanimous consent of the other partners if: 
(1) 
It 
is 
unlawful 
to 
carryon 
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, wi thin 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 eguivalent, 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "~,, to S.P. 591, L.D. 1609 
(4) 
The 
person is 
a 
limited liability company or 
partnership that has been dissolved and whose business 
is being wound up; 
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 carryon the activities with 
the person as limited partner: 
F. 
In the case of 
a 
person who is an individual, 
the 
person's death; 
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: 
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; 
I. 
Termination 
of 
a 
limited partner 
that is 
not 
an 
individual, 
partnership, 
limited 
liability 
company, 
corporation, trust or estate; or 
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 
resul t of the conversion or merger, the person ceases 
to be a limited partner. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Uniform Comment 
(This is section 601 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 601. 
This 
section 
adopts 
RUPA's 
dissociation 
prov~s~on 
essentially verbatim, 
limited partners. For 
the dissociation of a 
bankruptcy, insolvency 
except 
for 
prov~s~ons inappropriate 
to 
example, this section does not provide for 
person as a limited partner on account of 
or incompetency. 
This Act refers to 
partner rather than to 
because the same person 
partner. See Section 113 
dual capaci ty partner to 
the other. 
a person's dissociation as a limited 
the dissociation of a limited partner, 
may be both a general and a limited 
(Dual Capacity). It is possible for a 
dissociate in one capacity and not in 
Subsection (a) 
This section varies substantially from 
predecessor law. See Comment to Section 505. 
Subsection (b)(l) -
This provision gives a person the power 
to dissociate as a limited partner even though the dissociation 
is wrongful under subsection (a). See, however, Section 110(b)(8) 
(prohibiting the partnership agreement from eliminating the power 
of a person to dissociate as a general partner but imposing no 
comparable restriction with regard to a person's dissociation as 
a limited partner). 
Subsection (b)(5) -
In contrast to RUPA, this provision may 
be varied or even eliminated by the partnership agreement. 
§1372. 
Effect of dissociation as limited partner 
1. 
Rights: 
obligations: 
interests. 
Upon 
a 
person's 
dissociation as a limited partner: 
A. 
Subject to section 1384, 
the person does 
not 
have 
further rights as a limited partner; 
B. 
The person's obligation of good faith and fair dealing 
as 
a 
limited partner 
under 
section 1345, 
subsection 
continues only as to matters arising and events occurring 
before the dissociation; and 
C. 
Subject 
to 
section 
1384 
and 
subchapter 
11, 
any 
transferable interest owned by the person in the person's 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
capacity 
as 
a 
limited 
partner 
immediately 
before 
dissociation is owned by the person as a mere transferee. 
2. 
Obligations to partnership and partners. 
A person's 
dissociation as a limited partner does not of itself discharge 
the person from any obligation to the limited partnership or the 
other partners that the person incurred while a limited partner. 
Uniform Comment 
(This is section 602 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 603(b). 
Subsection (a)(l) -
In general, when a person dissociates as 
a 
limited partner, 
the person's rights as 
a 
limited partner 
disappear and, subject to Section 113 (Dual Status), the person's 
status degrades to that of a mere transferee. However, Section 
provides some special rights when dissociation is caused by 
an individual's death. 
Subsection (a)(3) -
For any person that is both a general 
partner and a limited partner, the required records must state 
which transferable interest is owned in which capacity. Section 
111(9)(C). 
Article 11 provides for conversions and mergers. A plan of 
conversion or merger may provide for the dissociation of a person 
as a limited partner and may override the rule stated in this 
paragraph. 
§1373. 
Dissociation as general partner 
A person is dissociated from a limited partnership as 
a 
general partner upon the occurrence of any of the following 
events: 
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: 
2. 
Event in partnership agreement. 
An event agreed to in 
the partnership agreement as causing the person's dissociation as 
a general partner: 
3. 
Expulsion 
pursuant 
to 
partnership 
agreement. 
The 
person's 
expUlsion 
as 
a 
general 
partner 
pursuant 
to 
the 
partnership agreement; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
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 carryon the limited partnership's 
activities with the person as a general partner; 
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: 
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 
D. 
The person is a limited liability company or partnership 
that has been dissolved and whose business is being wound up; 
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; 
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 
C. 
The person engaged in conduct relating to the limited 
partnership's 
activities 
which 
makes 
it not 
reasonably 
practicable to carryon the 
activities 
of 
the 
limited 
partnership with the person as a general partner; 
6. 
Bankruptcy: 
execution of assignment: 
appointment of 
trustee. receiver or liquidator. 
The person's: 
A. 
Becoming a debtor in bankruptcy: 
B. 
Execution of an assignment for the benefit of creditors; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to s. P. 591, L.D. 1609 
C. 
Seeking. consenting to or acguiescing in the appointment 
of a trustee. receiver or liguidator of the person or of all 
or substantially all of the person's property; or 
D. 
Failure. within 90 days after the appointment. to have 
vacated or stayed the appointment of a trustee. receiver or 
liguidator of the general partner or of all or substantially 
all of the person's property obtained without the person's 
consent or acguiescence. or failing within 90 days after the 
expiration of a.stay to have the appointment vacated; 
7. 
Death: appointment of guardian or conservator: judicial 
determination. 
In the case of a person who is an individual: 
A. 
The person's death; 
B. 
The appointment of a guardian or general conservator for 
the person: or 
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: 
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: 
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: 
10. 
Termination of general 
partner. 
Termination 
of 
a 
general partner that is not an individuaL partnership. limited 
liability company. corporation. trust or estate: or 
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 
B. 
Is the converted or surviving entity but. as a result of 
the conversion or merger. the person ceases to be a general 
partner. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A " to S.P. 591, L.D. 1609 
Uniform COtmnent 
(This is section 603 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 601. 
This 
section 
adopts 
RUPA's 
dissociation 
provision 
essentially verbatim. This Act refers to a person's dissociation 
as a general partner rather than to the dissociation of a general 
partner, because the same person may be both a general and a 
limited partner. See Section 113 (Dual Capacity). It is possible 
for a dual capacity partner to dissociate in one capacity and not 
in the other. 
Paragraph (1) -
The partnership agreement may not eliminate 
this power to dissociate. See Section 110(b)(8). 
Paragraph (5) -
In contrast to RUPA, this provision may be 
varied or even eliminated by the partnership agreement. 
§1374. 
Person's power to dissociate as general partner: wrongful 
dissociation 
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 
.L.. 
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 
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 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
person is 
expelled 
or 
otherwise 
dissociated 
as 
a 
general 
partner 
because it willfully 
dissolved 
or 
terminated. 
3. 
Liabiligr 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. 
Uniform Comment 
(This is section 604 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
RUPA Section 602. 
Subsection (a) -
The partnership agreement may not eliminate 
this power. See Section 110(b)(8). 
Subsection (b) (1) -
The reference to "an express provision 
of the partnership agreement" means that a person's dissociation 
as a general partner in breach of the obligation of good faith 
and fair dealing is not wrongful dissociation for the purposes of 
this section. The breach might be actionable on other grounds. 
Subsection (b) (2) -
The reference to "before the termination 
of the limited partnership" reflects the expectation that each 
general partner will shepherd the limited partnership through 
winding up. See Comment to Section 406(f). A person's obligation 
to remain as general partner through winding up continues even if 
another general partner dissociates and even if that dissociation 
leads to the limited partnership's premature dissolution under 
Section 801(3)(A). 
Subsection (c) -
The language "subject to Section 1001" is 
intended 
to 
preserve 
the 
distinction 
between 
direct 
and 
derivative claims. 
§1375. 
Effect of dissociation as general partner 
1. 
Rights: duties: statement of dissociation: interests. 
Upon a person's dissociation as a general partner: 
A. 
The person's right to participate as a general partner 
in 
the 
management 
and 
conduct 
of 
the 
partnership's 
activities terminates: 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
B. 
The person's duty of loyalty as a general partner under 
section 1358, subsection 2, paragraph C terminates: 
C. 
The person's duty of loyalty as a general partner under 
section 1358, subsection 2, paragraphs A and B and duty of 
care under section 1358, subsection 3 continue only with 
regard to matters arising and events occurring before the 
person's dissociation as a general partner; 
D. 
The person may sign and deliver to the Secretary of 
State for filing a statement of dissociation pertaining to 
the person and, at the request of the limited partnership, 
shall 
sign 
an 
amendment 
to 
the certificate of 
limited 
partnership that states that the person has dissociated: and 
E. 
Subject 
to 
section 
1384 
and 
subchapter 
11, 
any 
transferable interest owned by the person immediately before 
dissociation in the person's capacity as a general partrter 
is owned by the person as a mere transferee. 
2. 
Obligations to partnership and partners. 
A person's 
dissociation as a general partner does not of itself discharge 
the person from any obligation to the limited partnership or the 
other partners that the person incurred while a general partner. 
Uniform Comment 
(This is section 605 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
RUPA Section 603(b). 
Subsection (a) (1) -
Once a person dissociates as a general 
partner, the person loses all management rights as 
a 
general 
partner regardless of what happens to the limited partnership. 
This rule contrasts with RUPA Section 603(b)(I), which permits a 
dissociated general partner to participate in winding up in some 
circumstances. 
Subsection (a) (4) -
Both records covered by this paragraph 
have the 
same effect under Section 103(d) 
namely, 
to give 
constructive notice that the person has dissociated as a general 
partner. The notice benefits the person by curtailing any further 
personal liability under Sections 607, 805, and 1111. The notice 
benefits the 
limited partnership by curtailing any 
lingering 
power to bind under Sections 606, 804, and 1112. 
The limited partnership is in any event obligated to amend 
its 
certificate 
of 
limited 
partnership 
to 
reflect 
the 
dissociation 
of 
a 
person 
as 
general 
partner. 
See 
Section 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
202(b)(2). 
In most circumstances, 
the 
amendment 
requires 
the 
signature 
of 
the 
person 
that 
has 
dissociated. 
Section 
204(a)(5)(C). 
If that signature is 
required 
and 
the 
person 
refuses or fails to sign, the limited partnership may invoke 
Section 205 (Signing and Filing Pursuant to Judicial Order). 
Subsection (a)(5) -
In general, when a person dissociates as 
a 
general partner, 
the person's rights as 
a 
general partner 
disappear and, subject to Section 113 (Dual Status), the person's 
status degrades to that of a mere transferee. For any person that 
is both a general partner and a limited partner, the required 
records must state which transferable interest is owned in which 
capacity. Section 111(9)(C). 
Section 704 provides some special rights when an individual 
dissociates by dying. Article 11 provides for conversions and 
mergers. 
A plan of conversion or merger may provide for the 
dissociation of a person as a general partner and may override 
the rule stated in this paragraph. 
§1376. 
POwer to bind and liability to limited partnership before 
dissolution of partnership of person dissociated as 
general partner 
1. 
Bound 4Y act of dissociated general partner. 
After a 
person is dissociated as a general partner and before the limited 
partnership is dissolved, converted under subchapter 11 or merged 
out of existence under subchapter 11, the limited partnership is 
bound by an act of the person only if: 
A. 
The act would have bound the limited partnership under 
section 1352 before the dissociation: and 
B. 
At the time the other party enters into the transaction: 
Less 
than 
years 
has 
passed 
since 
the 
dissociation: and 
(2) 
The 
other party does 
not 
have 
notice 
of 
the 
dissociation and reasonably believes that the person is 
a general partner. 
2. 
Liability of dissociated general partner. 
If a limited 
partnership is bound under subsection L 
the person dissociated 
as a general partner that caused the limited partnership to be 
bound is liable: 
A. 
To the limited partnership for any damage caused to the 
limited partnership 
ar~s~ng from 
the obligation incurred 
under subsection 1: and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to s. P. 591, L. D. 1609 
B. 
If a general partner or another person dissociated as a 
general partner is liable for the obligation, to the general 
partner or other person for any damage caused to the general 
partner or other person arising from the liability. 
Uniform Connent 
(This is section 606 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 702. 
This Act contains three sections pertaining to the lingering 
power to bind of a person dissociated as a general partner: 
• 
this 
section, 
which 
applies 
until 
the 
limited 
partnership 
dissolves, 
converts 
to 
another 
form 
of 
organization under Article 11, or is merged out of existence 
under Article 11; 
• 
Section 
804(b), 
which 
applies 
after 
a 
limited 
partnership dissolves; and 
• 
Section 1112(b), which applies after a 
conversion or 
merger. 
Subsection (a) (2) (B) 
A person might have notice under 
Section 103(d)(1) as well as under Section 103(b). 
Subsection (b) -
The liability provided by this subsection 
is not exhaustive. For example, if a person dissociated as a 
general partner causes a limited partnership to be bound under 
subsection (a) 
and, 
due to a guaranty, 
some other person is 
liable on the resulting obligation, that other person may have a 
claim under other law against the person dissociated as a general 
partner. 
§1377. 
Liabi1ity to other persons of person dissociated as 
genera1 partner 
1. 
Liahi1ity of dissociated genera1 partner. 
A person's 
dissociation as a general partner does not of itself discharge 
the person's liability as a general partner for an obligation of 
the limited partnership incurred before dissociation. Except as 
otherwise provided in subsections 2 and 3 I 
the person is not 
liable for 
a 
limited partnership's obligation incurred after 
dissociation. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
2. 
Liability when dissociation resulted in dissolution. 
A 
person whose dissociation as a general partner resulted in a 
dissolution 
and 
winding 
up 
of 
the 
limited 
partnership's 
activities is liable to the same extent as a general partner 
under section 1354 on 
an obligation incurred by the limited 
partnership under section 1394. 
3. 
Liability 
when 
dissociation 
did 
not 
result 
in 
dissolution. 
A person that has dissociated as a general partner 
but whose dissociation did not result in 
a 
dissolution 
and 
winding up of the limited partnership's activities is liable on a 
transaction entered into by the limited partnership after the 
dissociation only if: 
A. 
A general partner would be liable on the transaction: and 
B. 
At the time the other party enters into the transaction: 
(1) 
Less 
than 
years 
has 
passed 
since 
the 
dissociation: and 
(2) 
The other party does 
not have 
notice of the 
dissociation and reasonably believes that the person is 
a general partner. 
4. 
Release upon agreement with creditor. 
By agreement with 
a creditor of a limited partnership and the limited partnership. 
a person dissociated as a general partner may be released from 
liability for an obligation of the limited partnership. 
5. 
Release upon creditor's agreement to material alteration 
without consent. 
A person dissociated as a general partner is 
released 
from 
liability 
for 
an 
obligation 
of 
the 
limited 
partnership if the limited partnership's creditor. with notice of 
the person's dissociation as a general partner but without the 
person's consent. agrees to a material alteration in the nature 
or time of payment Qf the obligatiQn. 
Uniform Comment 
(This is section 607 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 703. 
A person's 
dissociation as 
a 
general 
partner 
does 
not 
categorically prevent the person from being liable as a general 
partner for 
subsequently incurred obligations of 
the limited 
partnership. 
If 
the 
dissociation 
results 
in 
dissolution, 
subsection (b) applies and the person will be liable as a general 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partner on any partnership obligation incurred under Section 804. 
In 
these 
circumstances, 
neither 
filing 
a 
statement 
of 
dissociation nor amending the certificate of limited partnership 
to state that the person has dissociated as a general partner 
will curtail the person's lingering exposure to liability. 
If 
the 
dissociation 
does 
not 
result 
in 
dissolution, 
subsection (c) applies. In this context, filing a statement of 
dissociation or amending the certificate of limited partnership 
to state that the person has dissociated as a general partner 
will curtail the person's lingering liability. See subsection 
(c)(2)(B). 
If the limited partnership subsequently dissolves as the 
result of 
some other occurrence (i.e., not a 
result of the 
person's dissociation as 
a 
general partner), 
subsection 
(c) 
continues to apply. In that situation, Section 804 will determine 
whether, 
for 
the 
purposes 
of 
subsection 
(c), 
the 
limited 
partnership has entered into a transaction after dissolution. 
If the limited partnership is a limited liability limited 
partnership, these liability rules are moot. 
Subsection (a) -
The phrase "liability as a general partner 
for an obligation of the limited partnership" refers to liability 
under Section 404. Following RUPA and the UPA, this Act leaves to 
other law the question of when a limited partnership obligation 
is incurred. 
Subsection (c) (2) (B) 
A person might have notice under 
Section 103(d)(1) as well as under Section 103(b). 
SUBCHAPTER 7. 
TRAliSFERABLE INTERESTS AND RIGHTS 
OF TRAlIfSFEREES AND ClUIDI'l'ORS 
§1381. 
Partner's transferable interest 
The only interest of a partner that is transferable is the 
partner's 
transferable 
interest. 
A 
transferable 
interest 
is 
personal property. 
Uniform Comment 
(This is section 701 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 502. 
Page l14-LR1469(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Like all other partnership statutes, this Act dichotomizes 
each partner's rights into economic rights and other rights. The 
former are freely transferable, as provided in Section 702. The 
latter are 
not transferable at all, 
unless 
the partnership 
agreement so provides. 
Although 
a 
partner 
or 
transferee 
owns 
a 
transferable 
interest as a present right, that right only entitles the owner 
to distributions if and when made. See Sections 504 (subject to 
any contrary provision in the partnership agreement, no right to 
interim distribution unless the limited partnership decides to 
make an interim distribution) and the Comment to Section 812 
(subject to any contrary provision in the partnership agreement, 
no partner obligated to contribute for the purpose of equalizing 
or otherwise allocating capital losses). 
§1382. 
Transfer of partner's transferable interest 
1. 
Transfer. 
A transfer, 
in whole 
or in part. 
of 
a 
partner's transferable interest: 
A. 
Is permissible; 
B. 
Does not by itself cause the partner's dissociation or a 
dissolution and winding 
up of the limited partnership's 
activities; and 
C. 
Does not, as against the other partners or the limited 
partnership, entitle the transferee to participate in the 
management 
or 
conduct 
of 
the 
limited 
partnership's 
acti vities, to reguire access to information concerning the 
limited 
partnership's 
transactions 
except 
as 
otherwise 
provided in subsection 3 or to inspect or copy the reguired 
information or the limited partnership's other records. 
2. 
Transferee's right to receive. 
A transferee has a right 
to receive, in accordance with the transfer: 
A. 
Distributions to which the transferor would otherwise be 
entitled; and 
B. 
Upon the dissolution and winding up of the limited 
partnership's 
activities, 
the 
net 
amount 
otherwise 
distributable to the transferor. 
3. 
Account for transferee. 
In a dissolution and winding 
up, 
a 
transferee is entitled to 
an 
account of 
the 
limited 
partnership's transactions only from the date of dissolution. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
4. 
Transferor 
retains 
all 
other 
rights, 
duties 
and 
obligations. 
Upon transfer. the transferor retains the rights of 
a partner other than the interest in distributions transferred 
and retains all duties and obligations of a partner. 
5. 
Notice of transfer. 
A limited partnership need not give 
effect to a transferee's rights under this section until the 
limited partnership has notice of the transfer. 
6. 
TraD§fer in violation of restriction. 
A transfer of a 
partner's transferable interest ·in the limited partnership in 
violation 
of 
a 
restriction 
on 
transfer 
contained 
in 
the 
partnership agreement is ineffective as to a person having notice 
of the restriction at the time of transfer. 
7. 
Transferee· s liability for transferor · s obligations. 
A 
transferee that becomes a partner with respect to a transferable 
interest 
is 
liable 
for 
the 
transferor's 
obligations 
under 
sections 1361 and 1369. However, the transferee is not obligated 
for 
liabilities 
unknown 
to 
the 
transferee at the 
time 
the 
transferee became a partner. 
Uniform Comment 
(This is section 702 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 503, except for subsection (g), which 
derives from RULPA Section 704(b). Following RUPA, this Act uses 
the words 
"transfer" 
and "transferee" rather than the words 
"assignment" and "assignee." See RUPA Section 503. 
Subsection (a)(2) -
The phrase "by itself" is significant. A 
transfer of all of a person's transferable interest could lead to 
dissociation via expulsion, Sections 601(b)(4)(B) and 603(4)(B). 
Subsection 
(a)(3) 
Mere 
transferees 
have 
no 
right 
to 
intrude as the partners carryon their activities as partners. 
Moreover, a partner's obligation of good faith and fair dealing 
under Sections 305(b) and 408(d) is framed in reference to "the 
limited partnership and the other partners." See also Comment to 
Section 1102(b)(3) and Comment to Section 1106(b)(3). 
§1383. 
Rights of judgment creditor of partner or transferee 
1. 
Court order charging transferable interest: rights, of 
transferee. 
On application to a court of competent jurisdiction 
by any judgment creditor of a partner or transferee. the court 
may charge the transferable interest of the judgment debtor with 
payment of the unsatisfied amount of the judgment with interest. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,,)fIt to S.P. 591, L.D. 1609 
To the extent so charged, the judgment credi tor has only the 
rights of a transferee. The court may appoint a receiver of the 
share of the distributions due or to become due to the judgment 
debtor in respect of the partnership and make all other orders. 
directions, accounts and inquiries the judgment debtor might have 
made or that the circumstances of the case may require to give 
effect to the charging order. 
2. 
Charging 
order 
a 
lien: 
foreclosure: 
rights 
of 
transferee. 
A charging order constitutes a lien on the judgment 
debtor's transferable interest. The court may order a foreclosure 
upon the interest subject to the charging order at any time. The 
purchaser at the foreclosure sale has the rights of a transferee. 
3. 
Redemption before foreclosure. 
At 
any 
time 
before 
foreclosure, an interest charged may be redeemed: 
A. 
By the judgment debtor: 
B. 
With property other than limited partnership property. 
by one or more of the other partners: or 
C. 
With 
limited 
partnership 
property. 
by 
the 
limited 
partnership with the consent of all partners whose interests 
are not so charged. 
4. 
Exemption 
laws 
applicable. 
This 
chapter 
does 
not 
deprive any partner or transferee of the benefit of any exemption 
laws applicable to the partner's or transferee's transferable 
interest. 
5. 
Exclusive remedy. 
This section provides the exclusive 
remedy by which a judgment creditor of a partner or transferee 
may satisfy a judgment out of the judgment debtor's transferable 
interest. 
Uniform Conment 
(This is section 703 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RUPA Section 504 and ULLCA Section 504. 
This section balances the needs of a judgment creditor of a 
partner or transferee with the needs of the limited partnership 
and non-debtor partners and transferees. 
The section achieves 
that balance by allowing the judgment creditor to collect on the 
judgment through the transferable interest of the judgment debtor 
while prohibiting interference in the management and activities 
of the limited partnership. 
COMMITTEE AMENDMENT 
~~ ~, 
\-.... 
COMMITTEE AMENDMENT ,)1" to S.P. 591, L.D. 1609 
Under this section, the judgment creditor of a partner or 
transferee is entitled to a charging order against the relevant 
transferable interest. While in effect, that order entitles the 
judgment creditor to whatever distributions would otherwise be 
due to the partner or transferee whose interest is subject to the 
order. The creditor has no say in the timing or amount of those 
distributions. The charging order does not entitle the creditor 
to accelerate any distributions or to otherwise interfere with 
the management and activities of the limited partnership. 
Foreclosure of a charging order effects a permanent transfer 
of 
the 
charged transferable interest to 
the 
purchaser. 
The 
foreclosure does not, however, create any rights to participate 
in the 
management 
and 
conduct 
of 
the 
limited partnership's 
activities. The purchaser obtains nothing more than the status of 
a transferee. 
Subsection (a) -
The court's power to appoint a receiver and 
"make all other orders, directions, accounts, and inquiries the 
judgment debtor might have made or which the circumstances of the 
case may 
require" must be understood in the context of the 
balance described above. In particular, the court's power to make 
orders 
"which 
the 
circumstances 
may 
require" 
is 
limited to 
"giv[ing] effect to the charging order." 
Example: A judgment creditor with a charging order believes 
that the limited partnership should invest less of its 
surplus in operations, leaving more funds for distributions. 
The creditor moves 
the court for an order directing the 
general partners to restrict re-investment. 
This 
section 
does not authorize the court to grant the motion. 
Example: 
A judgment creditor with a 
judgment for $10,000 
against 
a 
partner obtains 
a 
charging order against the 
partner's transferable interest. The limited partnership is 
duly served with the order. However, the limited partnership 
subsequently fails to comply with the order and makes 
a 
$3000 distribution to the partner. The court has the power 
to order the limited partnership to turn over $3000 to the 
judgment creditor to "give effect to the charging order." 
The court also has the power to decide whether a particular 
payment 
is 
a 
distribution, 
because 
this 
decision 
determines 
whether the payment is part of a transferable interest subject to 
a charging order. (To the extent a payment is not a distribution, 
it is not part of the transferable interest and is not subject to 
subsection (e). 
The payment is therefore subj,ect to whatever 
other creditor remedies may apply.) 
COMMITTEE AMENDMENT 
~ ~~: 
~\. " 
COMMITTEE AMENDMENT ,~ " to S.P. 591, L.D. 1609 
Subsection (c)(3) -
This provision requires the consent of 
all the limited as well as general partners. 
§1384. 
POver of estate of deceased partner 
If 
a 
partner 
dies, 
the 
deceased 
partner's 
personal 
representative or other legal representative may exercise the 
rights of a transferee as provided in section 1382 and, for the 
purposes of settling the estate, may exercise the rights of a 
current limited partner under section 1344. 
Uniform Connent 
(This is section 704 of the Uniform Limited Partnership Act 
(2001). ) 
Section 702 strictly limits the rights of transferees. In 
particular, 
a 
transferee 
has 
no 
right 
to 
participate 
in 
management in any way, 
no voting rights and, except following 
dissolution, 
no information rights. 
Even after dissolution, 
a 
transferee's information rights are limited. See Section 702(c). 
This section provides special informational rights for 
a 
deceased partner's 
legal 
representative 
for 
the 
purposes 
of 
settling the estate. For those purposes, the legal representative 
may 
exercise 
the 
informational 
rights 
of 
a 
current 
limited 
partner under Section 304. Those rights are of course subject to 
the limitations and obligations stated in that section -
e.g., 
Section 304 
(g) 
( restrictions on use) 
and (h) 
(charges for 
copies) -
as well as any generally applicable limitations stated 
in the partnership agreement. 
SUBCIIAPTEB 8 
DISSOLUTION 
§1391. 
Nonjudicial dissolution 
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: 
1. 
Event specified in partnership agreement. 
The happening 
of an event specified in the partnership agreement; 
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; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "4,, to S.P. 591, L.D. 1609 
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 
B. 
If the limited partnership does not have a 
remaining 
general 
partner, 
the 
passage 
of 
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; 
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 
5. 
Declaration of dissolution. 
The signing and filing of a 
declaration of dissolution by 
the 
Secretary of 
State 
under 
section 1399, subsection 3. 
Uniform"Comment 
(This is section 801 of the Uniform Limited Partnership Act 
(2001).) 
This Act does not require that any of the consents referred 
to in this section be given in the form of a signed record. The 
partnership agreement has the power to impose that requirement. 
See Comment to Section 110. 
In several provisions, this section provides for consent in 
terms of rights to receive distributions. Distribution rights of 
non-partner transferees are not relevant. Mere transferees have 
no consent rights, and their distribution rights are not counted 
in determining whether majority consent has been obtained. 
i 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Paragraph (1) -
There is no requirement that the relevant 
provision of the partnership agreement be 
made in a 
record, 
unless 
the 
partnership 
agreement 
creates 
that 
requirement. 
However, 
if the 
relevant provision is not 
"contained in 
a 
partnership 
agreement 
made 
in 
a 
record," 
Section 
111(9) (D) 
includes among the limited partnership's required information "a 
record stating. 
. any events upon the happening of which the 
limited partnership is to be dissolved and its activities wound 
up. " 
Paragraph (2) -
Rights to receive distributions owned by a 
person that is both a general and a limited partner figure into 
the limited partner determination only to the extent those rights 
are owned in the person's capacity as a limited partner. See 
Section 111(9)(C). 
Example: 
XYZ is a limited partnership with three general 
partners, each of whom is also a limited partner, and 5 
other limited partners. Rights to receive distributions are 
allocated as follows: 
Partner U as general partner -
3'l-0 
Partner #2 as general partner - 2% 
Partner #3 as general partner -
1% 
Partner U as limited partner -
7q.o 
Partner #2 as limited partner -
3'l-o 
Partner #3 as limited partner -
4% 
Partner #4 as limited partner -
5% 
Partner #5 as limited partner -
5% 
Partner #6 as limited partner -
5'l-0 
Partner #7 as limited partner - 5% 
Partner #8 as limited partner -
5'l-o 
Several non-partner transferees, in the aggregate 
- 550'0 
Distribution rights owned by persons as limited partners 
amount to 39% of total distribution rights. A majority is 
therefore anything greater than 19.5%. If only Partners 1,2, 
and 4 consent to dissolve, the limited partnership is not 
dissolved. Together these partners own as limited partners 
19% of the distribution rights owned by persons as limited 
partners 
just 
short 
of 
the 
necessary majority. 
For 
purposes of this calculation, distribution rights owned by 
non-partner 
transferees 
are 
irrelevant. 
So, 
too, 
are 
distribution rights owned by persons as general partners. 
(However, 
dissolution under this provision requires 
"the 
consent of all general partners.") 
Paragraph 
(3)(A) 
Unlike paragraph (2), 
this paragraph 
makes no distinction between distribution rights owned by persons 
as general partners and distribution rights owned by persons as 
COMMITTEE AMENDMENT 
~f\, ~ ~~; 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
limited 
partners. 
Distribution 
rights 
owned 
by 
non-partner 
transferees are irrelevant. 
§1392. 
Judicial dissolution 
On application by a partner, the Superior Court may order 
dissolution of a limited partnership if it is not reasonably 
practicable to carryon the activities of the limited partnership 
in conformity with the partnership agreement. 
Uniform Coonent 
(This is section 802 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
RULPA Section 802. 
Section 
l10(b)(9) 
limits 
the 
power 
of 
the 
partnership 
agreement with regard to this section. 
§1393. 
Kinding up 
1. 
Purpose 
after 
dissolution. 
A 
limited 
partnership 
continues after dissolution only for the purpose of winding up 
its activities. 
2. 
Kinding up limited partnership. 
In winding 
up its 
activities, the limited partnership: 
A. 
May 
amend its certificate of limited partnership to 
state that the limited partnership is dissolved, preserve 
the limited partnership business or property as 
a 
going 
concern for a reasonable time, prosecute and defend actions 
and proceedings, whether civil, criminal or administrative, 
transfer the limited partnership's property, settle disputes 
by mediation or arbitration, file a statement of termination 
as provided in section 1323 
and perform other necessary 
acts: and 
B. 
Shall discharge the limited partnership's liabilities, 
settle and close the limited partnership's activities and 
marshal and distribute the assets of the partnership. 
3. 
Appointment to wind up activities. 
If 
a 
dissolved 
limited partnership does not have a general partner, a person to 
wind up the dissolved limited partnership's activities may be 
appointed by the consent of limited partners owning a majority of 
the rights to receive distributions as limited partners at the 
time the consent is to be effective. A person appointed under 
this subsection: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
A. 
Has the powers of a general partner under section 1394; 
and 
B. 
Shall 
promptly 
amend 
the 
certificate 
of 
limited 
partnership to state: 
(1) 
That the limited partnership does 
not have 
a 
general partner: 
(2) 
The name of the person that has been appointed to 
wind up the limited partnership; and 
(3) 
The street and mailing address of the person. 
4. 
Judicial 
SUperv1S1on. 
On 
the 
application 
of 
any 
partner, the Superior Court may order judicial supervision of the 
winding up, including the appointment of a person to wind up the 
dissolved limited partnership's activities, if: 
A. 
The limited partnership does not have a general partner 
and within a reasonable time following the dissolution no 
person has been appointed pursuant to subsection 3: or 
B. 
The applicant establishes other good cause. 
Uniform Cooment 
(This is section 803 
of the Uniform Limited Partnership Act 
(2001),) 
Source -
RUPA Sections 802 and 803. 
Subsection (b)(2) -
A limited partnership may satisfy its 
duty to "discharge" a liability either by paying or by making an 
alternative arrangement satisfactory to the creditor. 
Subsection (c) -
The method for determining majority consent 
is analogous to the method applicable under Section 801(2). See 
the Comment to that paragraph. 
A person appointed under this subsection is not a general 
partner and therefore is not subject to Section 408. 
§1394. 
Power of general partner and person dissociated as 
general partner to bind partnership after dissolution 
1. 
General partner's act after dissolution. 
A limited 
partnership is bound by a general partner's act after dissolution 
that: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,A " to S.P. 591, L.D. 1609 
A. 
Is appropriate for winding up the limited partnership's 
activities: Qr 
B. 
Wo,*ld have bound the limited partnership under section 
1352 before dissolution, if, at the time the other party 
enters into the transaction, the other party does not have 
notice of the dissolution. 
2. 
Dissociated general partner' s act after dissolution. 
A 
person 
dissociated 
as 
a 
general 
partner 
binds 
a 
limited 
partnership through an act occurring after dissolution if: 
A. 
At the time the other party enters into the transaction: 
Less 
than 
years 
has 
passed 
since 
the 
dissociation: and 
(2) 
The other party does 
not have notice of the 
dissociation and reasonably believes that the person is 
a general partner; and 
B. 
The act: 
(l) 
Is 
appropriate 
for 
winding 
up 
the 
limited 
partnership's activities: or 
(2) 
Would have bound the limited partnership under 
section 1352 before dissolution and at the time the 
other party enters into the transaction the other party 
does not have notice of the dissolution. 
Uniform Connent 
(This is section 804 
of the Uniform Limited Partnership Act 
(2001).) 
Subsection (a) - Source: RUPA Section804. 
Subsection (a)(2) -
A person might have notice under Section 
103(d)(2) 
(amendment of certificate of limited partnership to 
indicate dissolution) as well as under Section 103(b). 
Subsection 
(b) 
This 
subsection 
deals 
with 
the 
post-dissolution power to bind of a 
person dissociated as 
a 
general partner. 
Paragraph 
(1) 
replicates 
the 
provisions 
of 
Section 606, pertaining to the pre-dissolution power to bind of a 
person dissociated as a general partner. Paragraph (2) replicates 
the 
provl.Sl.ons 
of 
subsection 
(a) , 
which 
state 
the 
post-dissolution power to bind of a general partner. For a person 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. )\ .. to S.P. 591, L.D. 1609 
dissociated as 
a general partner to bind a dissolved limited 
partnership, the person's act will have to satisfy both paragraph 
(1) and paragraph (2). 
Subsection (b) (1) (B) 
A person might have notice under 
Section 103(d)(1) as well as under Section 103(b). 
Subsection (b)(2)(B) 
A person might have 
Section 
103(d)(2) 
(amendment 
of 
certificate 
notice under 
of 
limited 
partnership to indicate dissolution) as well as under Section 
103(b). 
§1395. 
Liability after dissolution of general partner and person 
di§sociated a§ general partner to limited partnership, 
other general partners and persons dissociated as 
general partner 
1. 
General 
Partner liable for 
inappropriate act after 
dis§olution. 
If 
a 
general 
partner having 
knowledge 
of 
the 
dissolution causes a limited partnership to incur an obligation 
under 
section 
1394, 
subsection 
by 
an 
act 
that 
is 
not 
appropriate for 
winding 
yp 
the partnership's activities, 
the 
general partner is liable: 
A. 
To the limited partnership for any damage caused to the 
limited partnership arising from the obligation; and 
B. 
If another general partner or a person dissociated as a 
general partner is liable for the obligation, to that other 
general partner or person for any damage caused to that 
other general partner or person arising from the liability. 
2. 
Dissociated 
general 
partner 
liable 
for 
incurring 
obligation. 
If a person dissociated as a general partner causes 
a limited partnership to incur an obligation under section 1394, 
subsection 2, the person is liable: 
A. 
To the limited partnership for any damage caused to the 
limited partnership arising from the obligation; and 
B. 
If a general partner or another person dissociated as a 
general partner is liable for the obligation, to the general 
partner or other person for any damage caused to the general 
partner or other person arising from the liability. 
Uniform Comment 
(This is section 805 of the Uniform Limited Partnership Act 
(2001). ) 
COMMITTEE AMENDMENT 
''; . 
.;;i:. 
~ . 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Source -
RUPA Section 806. 
It is possible for more than one person to be liable under 
this 
section 
on 
account 
of 
the 
same 
limited 
partnership 
obligation. This Act does not provide any rule for apportioning 
liability in that circumstance. 
Subsection (a)(2) 
If the limited partnership is not a 
limited liability limited partnership, the liability created by 
this paragraph includes liability under Sections 404{a), 607{b), 
and 607 (c). The paragraph also applies when a partner or person 
dissociated as a general partner suffers damage due to a contract 
of guaranty. 
§1396. 
Known claims against dissolved limited partnership 
1. 
Dispose 
of 
known 
claims. 
A 
dissolved 
limited 
partnership 
may 
dispose 
of 
the 
known 
claims 
against it by 
following the procedure described in subsection 2. 
2. 
Notice of dissolution. 
A dissolved limited partnership 
may notify its known claimants of the dissolution in a record. 
The notice must: 
A. 
Specify the information required to be included in a 
claim: 
B. 
Provide a mailing address to which the claim is to be 
sent; 
C. 
State the deadline for receipt of the claim. which may 
not be less than 120 days after the date the notice is 
received by the claimant; 
D. 
State that the claim will be barred if not received by 
the deadline; and 
E. 
Unless the limited partnership has been throughout its 
existence 
a 
limited liability limited partnership, 
state 
that the barring of a claim against the limited partnership 
will also bar any corresponding claim against any general 
partner or person dissociated as a general partner that is 
based on section 1354. 
3. 
Claim barred. 
A claim against 
a 
dissolved limited 
partnership is barred if the requirements of subsection 2 are met 
and: 
A. 
The claim is not received by the specified deadline: or 
COMMITTEE AMENDMENT 
... 
"~: ' 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
B. 
In the case of a 
claim that is timely received but 
rejected by the dissolved limited partnership, the claimant 
does not commence an action to enforce the claim against the 
limited partnership within 90 days after the receipt of the 
notice of the rejection. 
4. 
Claims or liability after dissolution. 
This section 
does not apply to a claim based on an event occurring after the 
effective date of dissolution or a liability that is contingent 
on that date. 
Uniform Conment 
(This is section 806 
of the Uniform Limited Partnership Act 
(2001). ) 
Source -
ULLCA Section 807. See also RMBCA Section 14.06. 
Paragraph (b)(S) -
If the limited partnership has 
been a limited liability limited partnership, there can 
liability under Section 404 for any general partner or 
dissociated as a general partner. 
§1397. 
Other claims against dissolved limited partnership 
always 
be no 
person 
1. 
Notice of dissolution: claims. 
A dissolved limited 
partnership may publish notice of its dissolution and reguest 
persons having claims against the limited partnership to present 
them in accordance with the notice. 
2. 
Notice requirements. 
The notice must: 
A. 
Be published at least once in a newspaper of general 
circulation in the county in which the dissolved limited 
partnership's principal office is located or, if it has none 
in 
this 
State, 
in 
the 
county 
in 
which 
the 
limited 
partnership's designated office is or was last located; 
B. 
Describe the information required to be contained in a 
claim and provide a mailing address to which the claim is to 
be sent; 
C. 
State that a claim against the limited partnership is 
barred unless an action to enforce the claim is commenced 
within 5 years after publication of the notice; and 
D. 
Unless the limited partnership has been throughout its 
existence 
a 
limited liability limited partnership, 
state 
that the barring of a claim against the limited partnership 
will also bar any corresponding claim against any general 
COMMITTEE AMENDMENT 
'" ,;. ~~;. 
'(' 
'J" 
,. 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partner or person dissociated as a general partner that is 
based on section 1354. 
3. 
Claimants barred. 
If a dissolved limited partnership 
publishes a notice in accordance with subsection 2. the claim of 
each of the following claimants is barred unless the claimant 
commences an action to enforce the claim against the dissolved 
limited partnership within 5 years after the publication date of 
the notice: 
A. 
A claimant that did not receive notice in a record under 
section 1396; 
B. 
A claimant whose claim was timely sent to the dissolved 
limited partnership but not acted on; and 
C. 
A claimant whose claim is contingent or based on an 
event occurring after the effective date of dissolution. 
4. 
EnforCement of claims. 
A claim not barred under this 
section may be enforced: 
A. 
Against the dissolved limited partnership. to the extent 
of its undistributed assets; 
B. 
If the assets have been distributed in liquidation. 
against 
a 
partner or transferee to the extent of that 
person's proportionate share of the claim or the limited 
partnership's 
assets 
distributed 
to 
the 
partner 
or 
transferee in liquidation. whichever is less. but a person's 
total liability for all claims under this paragraph does not 
exceed the total amount of assets distributed to the person 
as 
part 
of 
the 
winding 
up 
of 
the 
dissolved 
limited 
partnership; or 
C. 
Against any person liable on the claim under section 
1354. 
Uniform Conment 
(This is section 807 
of the Uniform Limited Partnership Act 
(2001). ) 
Source -
ULLCA Section 808. See also RMBCA Section 14.07. 
Paragraph (b) (4) 
If the limited partnership has always 
been a limited liability limited partnership, there can be no 
liability under Section 404 for any general partner or person 
dissociated as a general partner. 
COMMITTEE AMENDMENT 
· 
. 
\\. f;: 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
§1398. 
Liabi1ity of genera1 partner and person dissociated as 
general partner when claim against limited partnership 
barred 
If a claim against a dissolved limited partnership is barred 
under section 1396 or 1397, any corresponding claim under section 
1354 is also barred. 
Uniform CODment 
(This is section 808 of the Uniform Limited Partnership Act 
(2001).) 
The liability under Section 404 of a general partner or 
person dissociated as a general partner is merely liability for 
the obligations of the limited partnership. 
§1399. 
Administrative dissolution of domestic limited partnership 
1. 
GroUDds for administrative dissolution. 
Notwithstanding 
Title 4, chapter 5 and Title 5, chapter 375, the Secretary of 
State 
may 
commence 
a 
proceeding 
under 
subsection 
to 
administratively dissolve a domestic limited partnership if: 
A. 
The domestic limited partnership does not pay when they 
are due any fees or penal ties imposed by this chapter or 
other law: 
B. 
The dome s ti c limi ted par tne r ship doe s not deliver its 
annual report to the Secretary of State as required by 
section 1330, subsection I: 
C. 
The domestic limited partnership does not pay the annual 
report late filing penalty as required by section 1330, 
subsection 3: 
D. 
The domestic limited partnership fails to appoint or 
maintain a 
registered agent or registered office in this 
State as required by section 1314: 
E. 
The domestic limited partnership does not notify the 
Secretary of State that its registered agent or registered 
office has been changed as required by section 1315 or that 
its registered agent has resigned as required by section 
1316: or 
F. 
A general partner, 
limited partner or agent of the 
domestic 
limited partnership signed 
a 
document with the 
knowledge that the document was false in a material respect 
COMMITTEE AMENDMENT 
\' .. ~": ~:.:, 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
and with the intent that the document be delivered to the 
Secretary of State for filing. 
2. 
Procedure for administrative dissolution of domestic 
limited partnership. 
If the Secretary of State determines that 
one or more grounds exist under subsection 1 for dissolving a 
domestic limited partnership. the Secretary of State shall issue 
a 
written 
notice 
of 
that 
determination 
to 
the 
limited 
partnership's last registered office address. 
3. 
Administrative 
dissolution. 
The 
domestic 
limited 
partnership will be administratively dissolved if within 60 days 
after the notice under subsection 2 was issued the Secretary of 
State determines that the limited partnership has failed to 
correct the ground or grounds for the dissolution. The Secretary 
of State shall send notice to the limited partnership at its last 
registered office address that recites the ground or grounds for 
dissolution and the effective date of dissolution. 
4. 
Effect of administrative dissolution; prohibition. 
A 
domestic 
limited partnership administratively dissolved 
under 
this section continues its existence but may not transact any 
business in this State except as necessary to wind up the affairs 
of the limited partnership. 
5. 
Liability of limited partners. 
A limited partner of a 
domestic limited partnership is not liable as a general partner 
of 
the limited partnership solely by 
reason of the limited 
partnership's having been administratively dissolved under this 
section. 
6. 
Validity of contracts; right to be sued; right to defend 
suit. 
The 
administrative 
dissolution 
of 
a 
domestic 
limited 
partnership under this section does not impair: 
A. 
The validity of any contract or act of the domestic 
limited partnership: 
B. 
The right of any other party to the contract to maintain 
any action, suit or proceeding on the contract: or 
C. 
The right of the domestic limited partnership to defend 
any action, suit or proceeding in any court of this State. 
7. 
Authority 
of 
registered 
agent. 
The 
administrative 
dissolution of a domestic limited partnership under this section 
does not terminate the authority of its registered agent. 
8. 
Protecting 
domestic 
limited 
partnership 
name 
after 
administrative 
dissolution. 
The 
name 
of 
a 
domestic 
limited 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partnership remains in the Secretary of State's record of limited 
partnership names 
and is protected for 
a 
period of 
years 
following administrative dissolution under this section. 
9. 
Notice to Superintendent of Financial Institutions in 
case of financial institution or credit union. 
In the case of a 
financial institution authorized to do business in this State or 
a 
credit union authorized to do business in this State, 
as 
defined in Title 9-B, the Secretary of State shall notify the 
Superintendent of Financial Institutions within a reasonable time 
prior to administratively dissolving the financial institution or 
credit union under this section. 
Maine Comment 
This section is based on former sections 408-A and 408-B and 
maintains uniformity with the other Maine business entity laws 
for grounds 
for, 
procedure for 
and effect of administrative 
dissolution. 
§1400. 
Reinstatement following administrative dissolution or 
suspension of dOmestic limited partnership 
1. 
Reinstatement following administrative dissolution. 
A 
domestic 
limited partnership administratively dissolved 
under 
section 
1399 
may 
apply 
to 
the 
Secretary 
of 
State 
for 
reinstatement 
within 
years 
after 
the 
effective 
date 
of 
dissolution. 
A. 
The application for reinstatement must: 
(1) 
State the name of the domestic limited partnership 
and 
the 
effective 
date 
of 
its 
administrative 
dissolution; 
(2) 
State that the ground or grounds for dissolution 
either did not exist or have been eliminated; and 
(3) 
State that the domestic limited partnership's name 
satisfies the requirements of section 1308. 
B. 
If 
the 
Secretary 
of 
State 
determines 
that 
the 
application contains 
the 
information required under this 
subsection and is accompanied by the reinstatement fee set 
forth 
in 
section 
1460, 
subsection 
6, 
and 
that 
the 
information is correct, the Secretary of State shall cancel 
the 
administrative dissolution 
and 
prepare 
a 
notice 
of 
reinstatement 
that 
recites 
that 
determination 
and 
the 
effective date of reinstatement. 
The Secretary of State 
COMMITTEE AMENDMENT 
---;,..' --;:-
. " '.;"-
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
shall send notice to the domestic limited partnership at its 
last registered office address. 
C. 
When 
the 
reinstatement 
is 
effecti ve 
under 
this 
subsection, it relates back to and takes effect as of the 
effective date of the administrative dissolution, and the 
domestic limited partnership resumes business 
as if the 
administrative dissolution had not occurred. 
2. 
Reinstatement 
after 
suspension. 
A 
domestic 
limited 
partnership that was suspended before July L 
2004 may apply to 
the Secretary of State for reinstatement. 
A. 
The reinstatement may be granted if: 
(1) 
The 
Secretary 
of 
State 
determines 
that 
the 
application contains 
the 
information 
required 
under 
subsection I: 
(2) 
The application for reinstatement is accompanied 
by the reinstatement fee set forth in section 1460, 
subsection 6: and 
(3) 
The application for reinstatement is received by 
the Secretary of State by June 30, 2010. 
B. 
A domestic limited partnership that fails to meet the 
requirements 
of 
this 
subsection 
is 
administratively 
dissolved and may not reinstate. 
C. 
The 
name 
of a 
domestic limited partnership that is 
suspended remains in the Secretary of State's record of 
limited partnership names and is protected for a period of 3 
years following suspension. 
Maine Comment 
This section is based on former sections 408-C and 408-E and 
maintains uniformity with the other Maine business entity laws 
for reinstatement after administrative dissolution or suspension. 
§1401. 
Appeal from denial of reinstatement of domestic limited 
partnership 
1. 
Denial of reinstatement. If the Secretary of State 
denies 
a 
domestic 
limited 
partnership's 
application 
for 
reinstatement following administrative dissolution, the Secretary 
of State shall mail a written notice that explains the reason or 
reasons 
for 
denial 
to 
the 
limited partnership at its last 
registered office address. 
COMMITTEE AMENDMENT 
1, 
\' •. tG:', 
, 
COMMITTEE AMENDMENT '~" to S.P. 591, L.D. 1609 
2. 
Appeal. 
A domestic limited partnership may appeal 
a 
denial of reinstatement under subsection 1 to the Superior Court 
of the county where the limited partnership's principal office is 
located or. if there is no principal office in this State, in 
Kennebec County within 30 days after the date of the notice of 
denial. The limited partnership appeals by petitioning the court 
to set aside the dissolution and attaching to the petition copies 
of the Secretary of State's notice of administrative dissolution, 
the limited partnership's application for reinstatement and the 
Secretary of State's notice of denial. 
3. 
Court 
action. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate an administratively dissolved 
domestic limited partnership or may take other action the court 
considers appropriate. 
4. 
Final decision. The court's final decision in an appeal 
under this section may be appealed as in other civil proceedings. 
Maine Comment 
This section is based on former section 408-D and maintains 
uniformity with the other Maine business entity laws for appeal 
for reinstatement after administrative dissolution. 
§1402. 
Disposition of assets: when contributions required 
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. 
2. 
Sur.plus 
paid 
in 
cash 
distribution. 
Any 
surplus 
remaining after the limited partnership complies with subsection 
must be paid in cash as a distribution. 
3. 
Insufficient assets to satisfy all obligations. 
I f 
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 1317 shall contribute to the 
limited partnership for the purpose of enabling the limited 
COMMITTEE AMENDMENT 
fi: '%. 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partnership to satisfy the obligation. The contribution due 
frgm each of those persons is in proportion tg the right tg 
receive distributigns in the capacity of general partner in 
effect for each of those persons when the obligation was 
incurred. 
B. 
If a person does ngt 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. 
C. 
I f 
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. 
4. 
Additional 
contribution recoverable. 
A person that 
makes an additional contribution under subsection 3, paragraph B 
or C may 
r~coyer from any person whose failure to contr ibute 
under subsectign 3, paragraph A gr B necessitated the additional 
contributign. A person may not recover under this subsection more 
than the amount additionally contributed. A person's liability 
under this sybsection may ngt exceed the amount the person failed 
to contribute. 
5. 
Estate of deceased liable for obligations. 
The estate 
of 
a 
deceased 
individual 
is 
liable 
for 
the 
individual's 
obligations under this section. 
6. 
Assignee. court ~intee 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. 
Uniform Comment 
(This is section 812 
gf the Uniform Limited Partnership Act 
(2001). ) 
In some circumstances, this Act requires a partner to make 
payments to the limited partnership. See, e.g., Sections 502(b), 
509(a), 
509(b), 
and 812(c). 
In other circumstances, this Act 
requires a partner to make payments to other partners. See, e.g., 
COMM/rrEE AMENDMENT 
~ :.,-. 
',;'.,'% .... 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Sections 509 (c) and 812 (d). In no circumstances does this Act 
require a partner to make a payment for the purpose of equalizing 
or otherwise reallocating capital losses incurred by partners. 
Example: 
XYZ 
Limited Partnership 
("XYZ") 
has one general 
partner 
and 
four 
limited 
partners. 
According 
to 
XYZ's 
required 
information, 
the 
value 
of 
each 
partner's 
contributions to XYZ are: 
General partner - $5,000 
Limited partner U 
$10,000 
Limited partner #2 - $15,000 
Limited partner #3 - $20,000 
Limited partner i4 - $25,000 
XYZ is unsuccessful and eventually dissolves without ever 
having made a distribution to its partners. XYZ lacks any 
assets with which to return to the partners the value of 
their respective contributions. 
No partner is obliged to 
make any payment either to the limited partnership or to 
fellow partners to adjust these capital losses. These losses 
are not part of "the limited partnership's obligations to 
creditors." Section 812(a). 
Example: Same facts, except that Limited Partner #4 loaned 
$25,000 to XYZ when XYZ was not a limited liability limited 
partnership, and XYZ lacks the assets to repay the loan. The 
general partner must contribute to the limited partnership 
whatever funds are necessary to enable XYZ to satisfy the 
obligation owned to Limited Partner #4 on account of the 
loan. Section 812(a) and (c). 
Subsection (c) -
Following 
to 
other 
law 
the 
question 
obligation is incurred. 
RUPA and the UPA, this Act leaves 
of 
when 
a 
limited 
partnership 
SUBCHAPTER 9 
FOREIGN LIMITED PARTNERSHIPS 
§14ll. 
Governing law 
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. 
COMMITTEE AMENDMENT 
:1: 
~;. -: .. 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
2. 
Difference in laws. 
A fore ign 1 imi ted par tne r ship 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. 
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. 
Uniform Connent 
(This is section 901 of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 1001 for subsections (b) and (c). 
Subsection (a) -
This subsection parallels and is analogous 
in scope and effect to Section 106 (choice of law for domestic 
limited partnerships). 
§14l2. 
A2Plication for certificate of authority 
1. 
Application. 
A foreign limited partnership may apply 
for a certificate of authority to transact business in this State 
by delivering an application to the Secretary of State 
for 
filing. The application must state: 
A. 
The name of the foreign limited partnership and, if the 
name does not comply with section 1308, the name under which 
it proposes to apply for authority to do business pursuant 
to section 1415, subsection 1. 
B. 
The name of the State or other jurisdiction under whose 
law the foreign limited partnership is organized and its 
date of formation; 
C. 
The street and mailing address of the foreign limited 
partnership's principal office and, 
if the 
laws 
of the 
jurisdiction under which the foreign limited partnership is 
organized 
require 
the 
foreign 
limited 
partnership 
to 
maintain an office in that jurisdiction, 
the street and 
mailing address of the required office: 
D. 
The name and street and mailing address of the foreign 
limited partnership's initial registered agent and office in 
this State: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "4" to S.P. 591, L.D. 1609 
E. 
The name and street and mailing address of each of the 
foreign limited partnership's general partners: and 
F. 
Whether the foreign limited partnership is a foreign 
limited liability limited partnership. 
2. 
Certificate of existence or similar record. 
A foreign 
limited partnership shall deliver with the completed application 
under subsection 1 
a certificate of existence or a record of 
similar import signed by the Secretary of State or other official 
having 
custody 
of 
the 
limited 
partnership's 
publicly 
filed 
records in the State or other jurisdiction under whose law the 
foreign limited partnership is organized. 
The certificate of 
existence must have been made not more than 90 days prior to 
delivery of the application for filing. 
Uniform Connent 
(This is section 902 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 1002. 
A certificate of authority applied for under this section is 
different than a certificate of authorization furnished under 
Section 209. 
Maine Comment 
The changes in this section are based on multiple sections 
of the former chapter 11 and maintain uniformity with the other 
Maine business entity laws for the filing requirement for foreign 
limited partnerships. 
§1412-A. 
Amendments to application 
1. 
Amendments to application. 
If any statement in the 
application for authority to do business of a foreign limited 
partnership reguires change as a result of subseguent events, the 
foreign 
limited 
partnership 
shall 
promptly 
file 
with 
the 
Secretary of State a certificate, executed by a general partner, 
amending the statement. 
The statement must include: 
A. 
The name of the foreign limited partnership: 
B. 
The jurisdiction of organization and the date of its 
organization: 
C. 
The date the foreign limited partnership was granted 
authority to transact business in this State: and 
COMMITTEE AMENDMENT 
f> 
COMMITTEE AMENDMENT ·A .. to S.P. 591, L.D. 1609 
D. 
The information that is causing the amendment to be 
filed. 
2. 
Changes 
regyiring prompt delivery of 
amendment. 
A 
foreign 
limited 
partnership 
shall 
promptly 
deliver 
to 
the 
Secretary 
of 
State 
for 
filing 
an 
amended 
application 
for 
authority to reflect: 
A. 
The admission of a new general partnerj 
B. 
The dissociation of a person as a general partner; 
C. 
The change in the address of one or more of the general 
partners from that appearing on the record of the office of 
the Secretary of State. The application must be amended to 
set forth the new business, residence or mailing address of 
each partner: or 
D. 
The address of the registered or principal office of the 
limited partnership. 
3. 
Responsibility of general partner. 
A general partner 
that 
knows 
that 
any 
information in 
a 
filed 
application of 
authority was false when the certificate was filed or has become 
false due to changed circumstances shall promptly: 
A. 
Cause the application to be amendedj or 
B. 
If appropr iate, del i ver to the Secretary of State for 
filing a statement of change pursuant to section 1315 or a 
statement of correction pursuant to section 1327. 
4. 
Amendment at anytime. 
An application for authQrity may 
be amended at any time for any other proper purpose as determined 
by the foreign limited partnership. 
5. 
Effective 
when 
filed. 
Subject 
to 
section 
1326, 
subsection 3, an amended application for authority is effective 
when filed by the Secretary of State. 
Maine Comment 
This section is based on former section 495 and new section 
1322. 
§1413. 
Activities not constituting transacting business 
1. 
Acti vi ties 
not 
constituting 
transacting 
business. 
Activities 
of 
a 
foreign 
limi ted 
partnership 
that 
do 
not 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
constitute transacting business in this State within the meaning 
of this subchapter include: 
A. 
Maintaining, 
defending 
and 
settling 
an 
action 
or 
proceeding; 
B. 
Holding meetings of its partners or carrying on any 
other activity concerning its internal affairs: 
C. 
Maintaining accounts in financial institutions; 
D. 
Maintaining 
offices 
or 
agencies 
for 
the 
transfer, 
exchange 
and 
registration 
of 
the 
foreign 
limited 
partnership's 
own 
securities 
or 
maintaining trustees 
or 
depositories with respect to those securities: 
E. 
Selling through independent contractors; 
F. 
Soliciting or obtaining orders, 
whether 
by mail 
or 
electronic 
means 
or 
through 
employees 
or 
agents 
or 
otherwise, if the orders reguire acceptance outside this 
State before they become contracts; 
G. 
Creating 
or 
acgu~r~ng 
indebtedness, 
mortgages 
or 
security interests in real or personal property; 
H. 
Securing or collecting debts or enforcing mortgages or 
other security interests in property securing the debts, and 
holding, protecting and maintaining property so acguired: 
I. 
Conducting an isolated transaction that is completed 
within 30 days and is not one in the course of similar 
transactions of a like manner; and 
J. 
Transacting business in interstate commerce. 
2. 
Ownership of property. 
For purposes of this subchapter, 
the ownership in this State of income-producing real property or 
tangible personal . property, other than property excluded under 
subsection 1, constitutes transacting business in this State. 
3. 
Service of process« taxation or regulation under other 
law. 
This section does not apply in determining the contacts or 
activities that may subject a 
foreign limited partnership to 
service of process, taxation or regulation under any other law of 
this State. 
Uniform Comment 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "4" to S.P. 591, L.D. 1609 
(This is section 903 
of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 1003. 
§1414. 
Filing of certificate of authority 
Unless the Secretary of State determines that an application 
for a certificate of authority does not comply with the filing 
re9uirements 
of 
this 
chapter, 
the 
Secretary of State, 
upon 
payment of all filing fees, shall file the application, prepare, 
sign and file a certificate of authority to transact business in 
this State and send a copy of the filed certificate, together 
with a receipt for the fees, to the foreign limited partnership 
or its representative. 
Uniform Comment 
(This is section 904 of the Uniform Limited Partnership Act 
(2001).) 
Source -
ULLCA Section 1004 and RULPA Section 903. 
A certificate of authority 
different than a certificate of 
Section 209. 
filed under this section is 
authorization furnished under 
§1415. 
Fictitious name of foreign limited partnership 
1. 
Req:uirements 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. 
2. 
Authorized to transact business. Upon complying wi th 
this 
section. 
a 
foreign 
limited 
partnership 
authorized 
to 
transact business in this State may transact its business in this 
State under its fictitious name. 
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; 
B. 
The 
foreign 
limited 
partnership's 
jurisdiction 
of 
organization and date of organization: 
COMMITTEE AMENDMENT 
;~;;. . 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
C. 
That the foreign limited partnership intends to transact 
business under a fictitious name; and 
D. 
The fictitious name that the foreign limited partnership 
proposes to use. 
4. 
Compliance required. A fictitious name must comply with 
the requirements of section 1308, subsection 1. 
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. 
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 
was 
filed, 
comply 
with 
the 
requirements of section 1308, subsection 1; or 
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. 
The mere filing of a statement pursuant to subsection 3 does not 
consti tute actual use of the fictitious name set out in that 
statement for purposes of determining priority of rights. 
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; 
B. 
The 
foreign 
limited 
partnership I s 
jurisdiction 
of 
organization and date of organization; 
C. 
The date on which the foreign limited partnership was 
authorized to transact business in. this State; 
D. 
That the foreign limited partnership no longer intends 
to transact business under the fictitious name; and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S,.P. 591, L.D. 1609 
E. 
The fictitious 
name 
the foreign limited partnership 
intends to terminate. 
Maine Comment 
This section is based on former section 405-A and maintains 
uniformity 
with 
the 
other 
Maine 
business 
entity 
laws 
for 
fictitious name filings. 
§1416. 
Revocation of authority 
1. 
Grounds for revocation of authority. 
Notwithstanding 
Title 4. chapter 5 and Title 5, chapter 375, the Secretary of 
State may commence a proceeding under subsection 2 to revoke the 
authority of a foreign limited partnership authorized to transact 
business in this State if: 
A. 
Th~ foreign limited partnership does not pay when they 
are due any fees or penalties imposed by this chapter or 
other law: 
B. 
The foreign limited partnership does not deliver its 
annual report to the Secretary of State as 
required by 
section 1330, subsection I: 
c. 
The foreign limited partnership does not pay the annual 
report late filing penalty as 
required by section 1330, 
subsection 3: 
D. 
The 
foreign limited partnership fails to appoint or 
maintain a 
registered agent or registered office in this 
State as required by section 1314: 
E. 
The foreign limited partnership does not notify the 
Secretary of State that its registered agent or registered 
office has been changed as required by section 1315 or that 
its registered agent has resigned as required by section 
1316: or 
F. 
A general partner, 
limited partner or agent of the 
foreign 
limited partnership 
sign~d 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. 
2. 
Procedure 
for 
revocation 
of 
foreign 
limited 
partnership. 
If the Secretary of State determines that one or 
more grounds exist under subsection 1 
for the revocation of 
authority of 
a 
foreign limited partnership, the Secretary of 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT 'J1" to S.P. 591, L.D. 1609 
State shall issue a written notice of that determination to the 
limited partnership' s last registered office address or to its 
last registered or principal office wherever located. 
3. 
Revocation 
of 
authority. 
The 
foreign 
limited 
partnership' s authority is revoked if wi thin 60 days after the 
notice under subsection 2 
was 
issued the Secretary of State 
determines that the foreign limited partnership has failed to 
correct the ground· or grounds for the revocation. The Secretary 
of State shall send notice to the foreign limited partnership at 
its last registered office address or to its last registered or 
principal office wherever located that recites the ground or 
grounds for revocation and the effective date of revocation. 
4. 
Authority to transact business ceases. The authority of 
a foreign limited partnership to transact business in this State 
ceases on the effective date of revocation of its authority. 
5. 
Registered 
agent: 
not 
terminated. 
Revocation 
of 
a 
foreign limited partnership' s authority to transact business in 
this State does not terminate the authority of the registered 
agent of the foreign limited partnership. 
6. 
Authorization 
after 
revocation. 
A 
foreign 
limited 
partnership whose authority to transact business in this State 
has been revoked under this section and that wishes to transact 
business again in this State must be authorized as provided in 
this chapter. 
Maine Comment 
This section is based on former sections 498-A and 498-B and 
maintains uniformity with the other Maine business entity laws 
for 
grounds 
for, 
procedure for 
and effect of revocation of 
authority for foreign limited partnerships. 
§1417. 
Cancellation of certificate of authority: effect of 
failure to have certificate 
1. 
Notice 
of 
cancellation. 
In 
order 
to 
cancel 
its 
certificate of authority to transact business in this State, a 
foreign limited partnership must deliver to the Secretary of 
State for filing a notice of cancellation. The certificate is 
canceled when the notice becomes effective under section 1326. 
2. 
Certificate 
of 
authority 
to 
maintain 
action 
or 
proceeding. 
A foreign limited partnership transacting business 
in this State may not maintain an action or proceeding in this 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "4,, to S.P. 591, L.D. 1609 
State unless it has 
a 
certificate of authority to transact 
business in this State. 
3. 
Validity of 
contract 
or 
act: 
defending 
action or 
proceeding. 
The failure of a foreign limited partnership to have 
a certificate of authority to transact business in this State 
does not impair the validity of a contract or act of the foreign 
limited partnership or prevent the foreign limited partnership 
from defending an action or proceeding in this State. 
4. 
Liability 
based 
solely 
on 
transaction 
without 
certificate of 
authority. 
A partner 
of 
a 
foreign 
limited 
partnership is not liable for the obligations of the foreign 
limited partnership solely by reason of the foreign limited 
partnership's having transacted business in this State without a 
certificate of authority. 
5. 
Secretaxy of State appointed as agent. 
If a foreign 
limited partnership transacts business in this State without a 
certificate of authority or cancels its certificate of authority, 
it appoints the Secretary of State as its agent for service of 
process for rights of action arising out of the transaction of 
business in this State. 
Uniform Comment 
(This is section 907 
of the Uniform Limited Partnership Act 
(2001>.) 
Source -
RULPA Section 907(d); ULLCA Section 1008. 
§1418. 
Action by Attorney General 
The Attorney General may maintain an action to restrain a 
foreign limited partnership from transacting business in this 
State in violation of this subchapter. 
Uniform Comment 
(This is section 908 
of the Uniform Limited Partnership Act 
(2001>.) 
Source -
RULPA Section 908; ULLCA Section 1009. 
SUBCHAPTER 10 
ACTIONS BY PARTNERS 
§1421. 
Direct action by partner 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
1. 
Action against limdted partnership or partner. 
Subject 
to subsection 2. a partner may maintain a direct action against 
the limited partnership or another partner for legal or equitable 
relief, with or without an accounting as to the partnership' s 
activities, 
to enforce the rights 
and otherwise protect the 
interests of the partner. including rights and interests under 
the 
partnership 
agreement 
or 
this 
chapter 
or 
arising 
independently of the partnership relationship. 
2. 
Plead and prove actual or threatened injury. 
A partner 
commencing a direct action under this section is required to 
plead and prove an actual or threatened injury that is not solely 
the result of an injury suffered or threatened to be suffered by 
the limited partnership. 
3. 
Accrual of right of action: 
time 
limitation. 
The 
accrual of. and any time limitation on. a right of action for a 
remedy under this section is governed by other law. A right to an 
accounting upon a dissolution and winding up does not revive a 
claim barred by law. 
Uniform Comment 
(This is section 1001 of the Uniform Limited Partnership Act 
(2001).) 
Subsection (a) - Source: RUPA Section 405(b). 
Subsection (b) -
In ordinary contractual situations it is 
axiomatic that each party to a contract has standing to sue for 
breach of that contract. Within a limited partnership, however, 
different circumstances may exist. A partner does not have a 
direct claim against another partner merely because the other 
partner 
has 
breached 
the 
partnership 
agreement. 
Likewise 
a 
partner' s violation of this Act does not automatically create a 
direct claim for every other partner. To have standing in his, 
her, or its own right, a partner plaintiff must be able to show a 
harm that occurs independently of the harm caused or threatened 
to be caused to the limited partnership. 
The reference to 
claims for injunctive 
proving injury. 
"threatened" harm is intended to encompass 
relief and does not relax standards for 
§1422. 
Derivative action 
A partner may maintain a derivative action to enforce a 
right of a limited partnership if: 
Page l45-LR1469(2) 
COMMITTEE AMENDMENT 
'<t,. r;', 
COMMITTEE AMENDMENT .. )I .. to S.P. 591, L.D. 1609 
1. 
Demand for limited partnership to enforce. 
The partner 
first makes a demand on the general partners, requesting that 
they cause the limited partnership to bring an action to enforce 
the right, 
and the general partners do not bring the action 
within a reasonagle time: or 
2. 
Demand futile. 
A demand would be futile. 
UnifonD CODDent 
(This is section 1002 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
RULPA Section 1001. 
§1423. 
Proper plaintiff 
A derivative action may ge maintained only by a person that 
is a partner at the time the action is cOmmenced and: 
1. 
Partner when conduct occurred. 
That was a partner when 
the conduct giving rise to the action occurred: or 
2. 
Partner status. 
Whose status as a partner devolved upon 
the person by operation of law or pursuant to the terms of the 
partnership agreement from a person that was a partner at the 
time of the conduct. 
UnifonD Conanent 
(This is section 1003 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 1002. 
§1424. 
Pleading 
In 
a 
derivative 
action, 
the 
complaint 
must 
state with 
particularity: 
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 
2. 
Demand excused. 
Why the demand should be excused as 
futile. 
UnifonD Comment 
COMMITTEE AMENDMENT 
r.~ 
COMMITTEE AMENDMENT 'A " to S.P. 591, L.D. 1609 
(This is section 1004 of the Uniform Limited Partnership Act 
(2001).) 
Source -
RULPA Section 1003. 
§1425. 
Proceeds and expenses 
I. 
Proceeds. 
Except as otherwise provided in subsection 2: 
A. 
Any proceeds or other benefits of a derivative action, 
whether by judgment, compromise or settlement, belong to the 
limited partnership and not to the derivative plaintiff; and 
B. 
If the derivative plaintiff receives any proceeds, the 
derivative plaintiff shall immediately remit them to the 
limited partnership. 
2. 
E~enses. If a derivative action is successful in whole 
or 
in part, 
the 
court 
may 
award 
the 
plaintiff 
reasonable 
expenses, including reasonable attorney's fees, from the recovery 
of the limited partnership. 
Uniform Connent 
(This is section 1005 of the Uniform Limited Partnership Act 
(2001). ) 
Source -
RULPA Section 1004. 
SUBCHAPTER 11 
CONVERSION AND MERGER 
§1431. 
Definitions 
As 
used in this subchapter, the following terms have the 
following meanings. 
1. 
Constituent limited partnership. 
"Constituent limited 
partnership" means a constituent organization that is a limited 
partnership. 
2. 
Constituent organization. 
"Constituent 
organization" 
means an organization that is party to a merger. 
3. 
Converted organization. 
"Converted organization" means 
the organization into which a converting organization converts 
pursuant to sections 1432 to 1435. 
Page l47-LR1469(2) 
COMMITTEE AMENDMENT 
'" 
... ';",' 
COMMITTEE AMENDMENT 'A " to S.P. 591, L.D. 1609 
• 
Converting limited partnership. 
"Converting limited 
partnership" means a converting organization that is a limited 
partnership. 
5. 
Converting 
organization. 
"Converting 
organization" 
means 
an organization that converts into another organization 
pursuant to section 1432. 
6. 
General partner. 
"General partner" 
means 
a 
general 
partner of a limited partnership. 
7. 
Governing 
statute. 
"Governing 
statute" 
of 
an 
organization means the statute that governs the organization's 
internal affairs. 
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 . 
9. 
Organizational 
documents. 
"Organizational 
documents" 
means: 
A. 
For 
a 
domestic or foreign general partnership, its 
partnership agreement; 
B. 
For 
a 
limited 
partnership 
or 
foreign 
limited 
partnership, 
its certificate of 
limited partnership 
and 
partnership agreement; 
C. 
For a domestic or foreign limited liability company, its 
articles 
of 
organization 
and 
operating 
agreement, 
or 
comparable records as provided in its governing statute; 
D. 
For 
a 
business 
trust, 
its 
agreement 
of trust 
and 
declaration of trust; 
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 
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. 
Page l48-LR1469(2) 
COMMITTEE AMENDMENT 
p(, 
COMMITTEE AMENDMENT 'A " to S.P. 591, L.D. 1609 
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 
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. 
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. 
Uniform Connent 
(This is section 1101 of the Uniform Limited Partnership Act 
(2001).) 
This section contains definitions specific to this Article. 
§1432. 
Conversion 
1. 
Conversion 
to 
or 
from 
limited 
partnership. 
An 
organization other than a limited partnership may convert to a 
limited partnership and a 
limited partnership may convert to 
another organization pursuant to this section and sections 1433 
to 1435 and a plan of conversion if: 
A. 
The other organization's governing statute authorizes 
the conversion: 
B. 
The conversion is not prohibited by the law of the 
jurisdiction that enacted the governing statute: and 
C. 
The 
other 
organization 
complies 
with its governing 
statute in effecting the conversion. 
2. 
Plan of conversion. 
A plan of conversion must be in a 
record and must include: 
Page l49-LR1469(2) 
COMMITTEE AMENDMENT 
f: 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
A. 
The name and form of the organization before conversion; 
B. 
The name and form of the organization after conversion; 
.£ill1 
C. 
The terms and conditions of the conversion. including 
the 
manner 
and 
basis 
for 
converting 
interests 
in 
the 
converting 
organization 
into 
any 
combination 
of 
money, 
interests 
in 
the 
converted 
organization 
and 
other 
consideration; and 
D. 
The 
organizational 
documents 
of 
the 
converted 
organization. 
uniform Comment 
(This is section 1102 of the Uniform Limited Partnership Act 
(2001).) 
In a statutory conversion 
form, 
the jurisdiction of its 
example, 
a limited partnership 
jurisdiction might convert to: 
an existing entity changes 
governing statute or both. 
organized under the laws of 
its 
For 
one 
• 
limited liability company (or other form of entity) 
organized under the laws of the same jurisdiction, 
• 
a limited liability company (or other form of entity) 
organized under the laws of another jurisdiction, or 
• 
a 
another 
limited partnership organized under 
jurisdiction 
(referred 
to 
in 
some 
"domestication"). 
the 
laws 
statutes 
of 
as 
In contrast to 
a 
merger, 
which 
involves 
at least 
two 
entities, 
a 
conversion involves only one. 
The converting and 
converted organization are the same entity. See Section 1105(a). 
For this Act to apply to a conversion, either the converting or 
converted organization must be a limited partnership subject to 
this Act. If the converting organization is a limited partnership 
subject to this Act, the partners of the converting organization 
are subject to the duties and obligations stated in this Act, 
including 
Sections 
(informational 
rights 
of 
limited 
partners), 305(b) (limited partner's Obligation of good faith and 
fair dealing), 
(informational rights of general partners), 
and 408 (general partner duties). 
Subsection (a){2) 
Given 
"organization," Section 1101 (8), 
the very broad definition of 
this Act authorizes conversions 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
involving non-profit organizations. This provision is intended as 
an additional safeguard for that context. 
Subsection (b)(3) -
A plan of conversion may provide that 
some persons with interests in the converting organization will 
receive 
interests 
in the 
converted organization while 
other 
persons 
with 
interests 
in 
the 
converting 
organization will 
receive some other form of consideration. Thus, a "squeeze out" 
conversion 
is 
possible. 
As 
noted 
above, 
if 
the 
converting 
organization is a limited partnership subject to this Act, the 
partners of the converting organization are subject to the duties 
and obligations stated in this Act. Those duties would apply to 
the process and terms under which a squeeze out conversion occurs. 
If the converting organization is a limited partnership, the 
plan of conversion will determine the fate of any interests held 
by 
mere 
transferees. 
This 
Act 
does 
not state 
any 
duty 
or 
obligation 
owed 
by 
a 
converting limited partnership or its 
partners to mere transferees. That issue is a matter for other 
law. 
Maine Comment 
Note that nonprofit organizations that are public charities must 
comply with the notice and approval provisions of chapter 9 of 
Title 5 
(5 M.R.S.A. 
§§ 
194-K) 
prior to completing a 
conversion transaction, as defined in 5 M.R.S.A. § 194-B. 
§1433. 
Action on plan of conversion by converting limited 
partnership 
1. 
Consent. 
Subject to section 1440, a plan of conversion 
must be consented to by all the partners of a converting limited 
partnership. 
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 
B. 
Except as prohibited by the plan, by the same consent as 
was reguir~d to approve the plan. 
Uniform COlmlent 
(This is section 1103 of the Uniform Limited Partnership Act 
(2001).) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
Section 
1110 
imposes 
special 
consent 
requirements 
for 
transactions 
which 
might 
cause 
a 
partner 
to 
have 
"personal 
liabili ty," as defined in Section llOl (10) for entity debts. The 
partnership agreement may not restrict the rights provided by 
Section 1110. See Section 110(b)(12). 
Subsection (a) -
Like many of the rules stated in this Act, 
this subsection's requirement of unanimous consent is a default 
rule. Subject only to Section 1110, the partnership agreement may 
state a different quantum of consent or provide a 
completely 
different 
approval 
mechanism. 
Varying this 
subsection's 
rule 
means that a partner might be subject to a conversion (including 
a "squeeze out" conversion) without consent and with no appraisal 
remedy. If the converting organization is a limited partnership 
subject to this Act, the partners of the converting organization 
are subject to the duties and obligations stated in this Act. 
Those duties would apply to the process and terms under which the 
conversion occurs. However, if the partnership agreement allows 
for a conversion with less than unanimous consent, the mere fact 
a partner objects to a conversion does not mean that the partners 
favoring, arranging, consenting to or effecting the conversation 
have breached a duty under this Act. 
§1434. 
Filings required for conversion: effective date 
1. 
Deliver to Secretary of State articles of conversion; 
certificate of limited partnership. 
After a plan of conversion 
is approved: 
A. 
A converting limited partnership shall deliver to the 
Secretary of State for filing articles of conversion. which 
must include: 
(I) 
A statement that the limited partnership has been 
converted into another organization; 
(2) 
The name 
and form of the organization and the 
jurisdiction of its governing statute; 
(3) 
The date the conversion is effective under the 
governing statute of the converted organization; 
(4) 
A statement that the conversion was approved as 
reguired by this chapter; 
( 5) 
A statement that the conversion was approved as 
reguired by the governing statute of the converted 
organization; and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "~,, to S.P. 591, L.D. 1609 
(6) 
If the 
converted 
organization 
is 
a 
foreign 
organization not authorized to transact business in 
this State, the street and mailing address of an office 
that the Secretary of State may use for the purposes of 
section 1435, subsection 3: and 
B. 
If the converting organization is not 
a 
converting 
limited 
partnership, 
the 
converting 
organization 
shall 
deliver to the Secretary of State for filing a certificate 
of limited partnership, which must include, in addition to 
the information required by section 1321: 
(1) 
A 
statement that 
the 
limited partnership 
was 
converted from another organization: 
(2) 
The 
name 
and form of the organization and the 
jurisdiction of its governing statute: and 
(3) 
A statement that the conversion was approved in a 
manner that complied with the organization's governing 
statute. 
2. 
Conversion effective. 
A conversion becomes effective: 
A. 
If the converted organization is a limited partnership, 
when the certificate of limited partnership takes effect; and 
B. 
If 
the 
converted 
organization 
is 
not 
a 
limi ted 
partnership, as provided by the governing statute of the 
converted organization. 
Uniform Comment 
(This is section 1104 of the Uniform Limited Partnership Act 
(2001). ) 
Subsection (b) 
The effective date of 
a 
conversion is 
determined 
under 
the 
governing 
statute 
of 
the 
converted 
organization. 
§1435. 
Effect of conversion 
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. 
2. 
Effect of conversion. 
When a conversion takes effect: 
A. 
All 
property 
owned 
by 
the 
converting 
organization 
remains vested in the converted organization; 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "4,, to S.P. 591, L.D. 1609 
B. 
All debts, liabilities and other obligations of the 
converting 
organization 
continue 
as 
obligations 
of 
the 
converted organization; 
C. 
An 
a~tion or proceeding pending by or against the 
converting 
organization 
may 
be 
continued 
as 
if 
the 
conversion had not occurred; 
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; 
E. 
Except as otherwise provided in the plan of conversion. 
the terms and conditions of the plan of conversion take 
effect; and 
F. 
Except as otherwise agreed, 
the conversion does not 
disso1ye a converting limited partnership for the purposes 
of subchapter 8. 
3. 
Foreign organization: Secretax:y 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 appoints the Secretary of State as its agent for 
service of process for purposes of enforcing an obligation under 
this subsection. Service on the Secretary of State under this 
subsection 
is 
made 
in 
the 
same 
manner 
and 
with 
the 
same 
consequences as in section 1317. subsections 3 and 4. 
Uniform Comment 
(This is section 1105 of the Uniform Limited Partnership Act 
(2001).) 
Subsection (a) 
A conversion changes an entity's legal 
type, but does not create a new entity. 
Subsection (b) -
Unlike a merger, a conversion involves a 
single entity, and the conversion therefore does not transfer any 
of the entity's rights or Obligations. 
Maine Comment 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. Jf .. to S.P. 591, L.D. 1609 
The effect of a conversion on a Maine corporation that is a 
converting entity is governed by 13-C M.R.S.A. §957. 
§1436. 
Merger 
1. 
Merger reqy,irements. 
A limited partnership may merge 
with one or more other constituent organizations pursuant to this 
section and sections 1437 through 1439 and a plan of merger if: 
A. 
The governing statute of each of the other organizations 
authorizes the merger: 
B. 
The 
merger 
is 
not 
prohibited 
by 
the 
law 
of 
a 
jurisdiction that enacted any of those governing statutes: 
and 
C. 
Each 
of 
the 
other organizations 
complies 
with its 
governing statute in effecting the merger. 
2. 
Plan of merger. 
A plan of merger must be in a record 
and must include: 
A. 
The name and form of each constituent organization: 
B. 
The name and form of the surviving organization and, if 
the surviving organization is to be created by the merger, a 
statement to that effect: 
C. 
The terms and conditions of the merger, including the 
manner 
and 
basis 
for 
converting 
the 
interests 
in each 
constituent organization into 
any 
combination of 
money, 
interests 
in 
the 
surviving 
organization 
and 
other 
consideration: 
D. 
If the surviving organization is to be created by the 
merger, 
the 
surviving 
organization's 
organizational 
documents: and 
E. 
If the surviving organization is not to be created by 
the merger, any amendments to be made by the merger to the 
surviving organization's organizational documents. 
Uniform Connent 
(This is section 1106 of the Uniform Limited Partnership Act 
(2001).) 
For this Act to apply to a merger, at least one of the 
constituent organizations must be a limited partnership subject 
to this Act. The partners of any such limited partnership are 
COMMITTEE AMENDMENT 
r -, 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
subject to 
the duties 
and obligations stated in this 
Act, 
including 
Sections 
(informational 
rights 
of 
limited 
partners), 305(b) (limited partner's obligation of good faith and 
fair dealing), 
(informational rights of general partners), 
and 408 (general partner duties). 
Subsection (a)(2) 
Given the very broad definition of 
"organization," 
Section 1101(8), 
this 
Act 
authorizes 
mergers 
involving non-profit organizations. This provision is intended as 
an additional safeguard for that context. 
Subsection (b) (3) -
A plan of merger may provide that some 
persons with interests in a constituent organization will receive 
interests in the surviving organization, while other persons with 
interests in the same constituent organization will receive some 
other form of consideration. Thus, 
a 
"squeeze out" merger is 
possible. As noted above, the duties and obligations stated in 
this Act apply to the partners of a constituent organization that 
is a limited partnership subject to this Act. Those duties would 
apply to the process and terms under which a squeeze out merger 
occurs. 
If a constituent organization is a limited partnership, the 
plan of merger will determine the fate of any interests held by 
mere transferees. This Act does not state any duty or obligation 
owed by a constituent limited partnership or its partners to mere 
transferees. That issue is a matter for other law. 
Maine Coonent 
In Maine, nonprofit organizations that are public charities 
must comply with the notice and approval provisions of chapter 9 
of Title 5 (5 M.R.S.A. §§ 194-194-K) prior to completing a merger 
or other conversion transaction, as defined in 5 M.R.S.A. § 194-8. 
§1437. 
Action on plan of merger Qy constituent limited 
partnership 
1. 
Consent. 
Subject to section 1440, a plan of merger must 
be consented to by all the partners of a constituent limited 
partnership. 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
B. 
Except as prohibited by the plan, with the same consent 
as was required to approve the plan. 
Uniform Comment 
(This is section 1107 of the Uniform Limited Partnership Act 
(2001).) 
Section 
1110 
imposes 
special 
consent 
requirements 
for 
transactions which might make a partner personally liable for 
entity debts. 
The partnership agreement may not restrict the 
rights provided by Section 1110. See Section 110(b)(12). 
Subsection (a) -
Like many of the rules stated in this Act, 
this subsection's requirement of unanimous consent is a default 
rule. Subject only to Section 1110, the partnership agreement may 
state a different quantum of consent or provide a 
completely 
different 
approval 
mechanism. 
Varying 
this 
subsection's 
rule 
means that a partner might be subject to a merger (including a 
"squeeze out" merger) 
without consent 
and with 
no appraisal 
remedy. 
The partners of a constituent limited partnership are 
subject to the duties and obligations stated in this Act, 
and 
those duties would apply to the process and terms under which the 
merger occurs. However, if the partnership agreement allows for a 
merger with less than unanimous consent, the mere fact a partner 
objects to a merger does not mean that the partners favoring, 
arranging, consenting to or effecting the merger have breached a 
duty under this Act. 
§l438. 
Filings required for merger; effective date 
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 
B. 
Each other preexisting constituent organization, by an 
authorized representative. 
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: 
B. 
The name and form of the survl. Vl.ng organization, the 
jurisdiction of its governing statute and, if the surviving 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT ,)1" to S.P. 591, L.D. 1609 
organization is created by the merger, a statement to that 
effect: 
C. 
The date the merger is effective under the governing 
statute of the surviving organization: 
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: 
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; 
F. 
A statement as to each constituent organization that the 
merger 
was 
approved 
as 
required 
by 
the 
organization's 
governing statute; 
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 the Secretary 
of 
State 
may 
use 
for 
the 
purposes 
of 
section 
1439, 
subsection 2; and 
H. 
Any additional information required by the governing 
statute of any constituent organization. 
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. 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
B. 
If 
the 
surviving 
organization 
is 
not 
a 
limi ted 
partnership. 
as provided by the governing statute of the 
surviving organization. 
Uniform Comment 
(This is section 1108 of the Uniform Limited Partnership Act 
(2001).) 
Subsection 
(b) 
The 
effective 
date 
of 
a 
merger 
is 
determined 
under 
the 
governing 
statute 
of 
the 
surviving 
organization. 
§I439. 
Effect of merger 
1. 
Effect of merger. 
When a merger becomes effective: 
A. 
The 
surviving organization 
continues 
or 
comes 
into 
existence: 
B. 
Each 
constituent organization that merges 
into 
the 
surviving organization ceases to exist as a separate entity; 
C. 
All property owned by each constituent organization that 
ceases to exist vests in the surviving organization: 
D. 
All debts. liabilities and other obligations of each 
consti tuent organization that ceases to exist continue as 
obligations of the surviving organization; 
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; 
F. 
Except as prohibited by other law. all of the rights. 
privileges, 
immunities, 
powers 
and 
purposes 
of 
each 
consti tuent organization that ceases to exist vest in the 
surviving organization; 
G. 
Except as otherwise provided in the plan of merger. the 
terms and conditions of the plan of merger take effect; 
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; 
I. 
If the surviving organization is created by the merger: 
COMMITTEE AMENDMENT 
,:' '.,' 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
(1) 
If 
the 
survivin!;l 
or!;lanization 
is 
a 
limited 
partnership, 
the certificate of 
limited partnership 
becomes effective; or 
(2) 
If the survivin!;l or!;lanization is an or!;lanization 
other than a 
limited partnership, the or!;lanizational 
document 
that 
creates 
the 
organization 
becomes 
effective; and 
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. 
2. 
Foreign organization. 
A surv~v~ng 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 obli!;lation. A surviving 
organization that is a foreign organization and not authorized to 
transact business in this State appoints the Secretary of State 
as its a!;lent for service of process for the purposes of enforcing 
an obligation under this subsection. Service on the Secretary of 
State under this subsection is made in the same manner and with 
the same consequences as in section 1317, subsections 3 and 4. 
Maine CODnent 
The effect of a merger on a Maine corporation is governed by 
13-C M.R.S.A. §1107. 
§1440. 
Restrictions on approval of conversions and mergers and 
on relinquishing limited liability limited partnership 
status 
1. 
Consent 
for 
personal 
liability; 
exceptions. 
If 
a 
partner of a convertin!;l or constituent limited partnership will 
have personal liability with respect to a converted or surviving 
or!;lanization, approval and amendment of a plan of conversion or 
merger are ineffective without the consent of the partner unless: 
A. 
The limited partnership's partnership agreement provides 
for 
the 
approval of 
the 
conversion or merger with 
the 
consent of fewer than all the partners; and 
B. 
The 
partner has 
consented to 
the 
provision of 
the 
partnership agreement. 
2. 
Consent 
required 
for 
amendment 
to 
certificate; 
exception. 
An amendment to a certificate of limited partnership 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,)too to S.P. 591, L.D. 1609 
that deletes 
a 
statement that the limited partnership is 
a 
limited liability limited partnership is ineffective without the 
consent of each general partner unless: 
A. 
The limited partnership's partnership agreement provides 
for the amendment with the consent of fewer than all the 
general partners; and 
B. 
Each general partner that does 
not 
consent to 
the 
amendment has consented to the provision of the partnership 
agreement. 
3. 
Insufficient consent. 
A partner does 
not give 
the 
consent required by subsection 1 or 2 merely by consenting to a 
provision 
of 
the 
partnership 
agreement 
that 
permits 
the 
partnership agreement to be amended with the consent of fewer 
than all the partners. 
Uniform Connent 
(This is section 1110 of the Uniform Limited Partnership Act 
(2001).) 
This 
section 
imposes 
special 
consent 
requirements 
for 
transactions that might make 
a partner personally liable for 
entity debts. 
The partnership agreement may not restrict the 
rights provided by this section. See Section 110(b)(12). 
Subsection (c) -
This subsection prevents circumvention of 
the consent requirements of subsections (a) and (b). 
Example: 
As 
initially 
a 
consented 
to, 
the 
partnership 
agreement of a limited partnership leaves in place the Act's rule 
requiring unanimous 
consent for 
a 
conversion or merger. 
The 
partnership agreement does provide, however, that the agreement 
may be amended with the affirmative vote of general partners 
owning 2/3 of the rights to receive distributions as general 
partners and of limited partners owning 2/3 of the rights to 
receive distributions as limited partners. The required vote is 
obtained for an amendment that permits approval of a conversion 
or merger by the same vote necessary to amend the partnership 
agreement. Partner X votes for the amendment. Partner Y votes 
against. Partner Z does not vote. 
Subsequently the limited partnership proposes to convert to 
a limited partnership (not an LLLP) organized under the laws of 
another state, with Partners X, Y and Z each receiving interests 
as general partners. 
Under the 
amended partnership agreement, 
approval of the conversion does not require unanimous consent. 
However, since after the conversion, Partners X, 
Y and Z will 
Page l6l-LR1469(2) 
COMMITTEE AMENDMENT 
,.~ 
':" .. ' 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
each have "personal liability with respect to [the] converted . . 
organization," Section ll10(a) applies. 
As 
a result, the approval of the plan of conversion will 
require the consent of Partner Y and Partner Z. 
They did not 
consent to the amendment that provided for non-unanimous approval 
of 
a 
conversion 
or 
merger. 
Their 
initial 
consent 
to 
the 
partnership 
agreement, 
with 
its 
provision 
permitting 
non-unanimous 
consent 
for 
amendments, 
does 
nQt 
satisfy 
the 
consent requirement of Subsection 1110(a)(2). 
In contrast, Partner X's consent is not required. Partner X 
lost its Section ll10(a) veto right by consenting directly to the 
amendment 
to 
the 
partnership 
agreement 
which 
permitted 
non-unanimous consent to a conversion or merger. 
§1441. 
Liabi1ity of genera1 partner after conversion or merger 
1. 
Liabi1ity 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: 
B. 
For 
the purposes of 
applying those provisions, 
the 
converted or surviving organization is deemed to be the 
converting or constituent limited partnership: and 
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. 
2. 
Additiona1 
1iabi1ity. 
In 
addi tion 
to 
any 
other 
liability provided by law: 
Page l62-LR1469(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ')\" to S.P. 591, L.D. 1609 
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 surv1v1ng 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 
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 
consti tuent limited partnership is not a limited 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT .~ .. to S.P. 591, L.D. 1609 
liability limited partnership and the person is a 
general partner in the converting or constituent 
limited partnership. 
Uniform Conment 
(This is section 1111 of the Uniform Limited Partnership Act 
(2001>.) 
This section extrapolates 
the 
context of 
a 
conversion 
partnership. 
the approach of Section 607 into 
or 
merger 
involving 
a 
limited 
Subsection (a) -
This subsection pertains to general partner 
liability for obligations which a limited partnership incurred 
before a conversion or merger. Following RUPA and the UPA, this 
Act 
leaves 
to 
other 
law 
the 
question 
of 
when 
a 
limited 
partnership obligation is incurred. 
If the converting or constituent limited partnership was a 
limited liability limited partnership at all times before the 
conversion or merger, this subsection will not apply because no 
person will have any liability under Section 404 or 607. 
Subsection 
(b) 
This 
subsection 
pertains 
to 
entity 
obligations incurred after a 
conversion or merger and creates 
lingering exposure to personal liability for general partners and 
persons previously dissociated as general partners. In contrast 
to 
subsection 
(a)(3), 
this 
subsection 
does 
not 
provide 
for 
contribution among persons personally liable under this section 
for the same entity Obligation. That issue is left for other law. 
Subsection (b)(I) - If the converting or constituent limited 
partnership 
was 
a 
limited 
liability 
limited 
partnership 
immediately 
before 
the 
conversion 
or 
merger, 
there 
is 
no 
lingering exposure to personal liability under this subsection. 
Subsection (b) (1) (A) 
A person might have notice under 
Section 103(d)(4) or (5) as well as under Section 103(b). 
Subsection (b) (2) (B) (i) -
A person might have notice under 
Section 103(d)(1) as well as under Section 103(b). 
Subsection (b)(2)(B)(ii) -
A person might have notice under 
Section 103(d)(4) or (5) as well as under Section 103(b). 
§1442. 
Power of general partners and persons dissociated as 
general partners to bind organization after conversion or 
merger 
Page l64-LR1469(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,,4 " to S.P. 591, L.D. 1609 
1. 
Act of general partner before conversion or merger. 
An 
act of a person that immediately before a conversion or merger 
became 
effective 
was 
a 
general 
partner in 
a 
converting or 
constituent limited partnership binds the converted or surviving 
organization after the conversion or merger becomes effeGtive if: 
A. 
Before the conversion or merger became effective, the 
act would have bound the converting or constituent limited 
partnership under section 1352; and 
B. 
At the time the 3rd party enters into the transaction, 
the 3rd party: 
(1) 
Does not have notice of the conversion or merger; 
and 
(2) 
Reasonably 
believes 
that 
the 
converted 
or 
surviving business is the converting or constituent 
limited partnership and that the person is a general 
partner 
in 
the 
converting 
or 
constituent 
limited 
partnership. 
2. 
Act of dissociated general partner before conversion or 
merger. 
An act of a person that before a conversion or merger 
became effeGtive was dissociated as a general partner from 
a 
converting or constituent limited partnership binds the converted 
or surviving organization after the Gonversion or merger becomes 
effective if: 
A. 
Before the conversion or merger became effective, the 
act would have bound the converting or constituent limited 
partnership under section 1352 if the person had been a 
general partner; and 
B. 
At the time the 3rd party enters into the transaction, 
less than 2 years have passed since the person dissociated 
as a general partner and the 3rd party: 
(1) 
Does not have notice of the dissociation; 
(2) 
Does not have notice of the conversion or merger; 
and 
(3) 
Reasonably 
believes 
that 
the 
converted 
or 
surviving organization is the converting or constituent 
limi ted partnership and that the person is a general 
partner 
in 
the 
converting 
or 
constituent 
limited 
partnership. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
3. 
Liable for dAmage. 
If a person having knowledge of the 
conversion or merger causes a converted or surviving organization 
to incur an obligation under subsection 1 or 2, the person is 
liable: 
A. 
To 
the converted or 
surv~v~ng organization for 
any 
damage 
caused 
to 
the 
organization 
arising 
from 
the 
obligation: and 
B. 
If another person is liable for the obligation, to that 
other person for any damage caused to that other person 
arising from the liability. 
Uniform CODDent 
(This is section 1112 of the Uniform Limited Partnership Act 
(2001).) 
This section extrapolates the approach of Section 606 into 
the 
context of 
a 
conversion or 
merger 
involving 
a 
limited 
partnership. 
Subsection (a)(2){A) 
A person might have notice under 
Section 103(d)(4) or (5) as well as under Section 103(b). 
Subsection (b) (2) (A) 
A person might have notice under 
Section 103(d)(I) as well as under Section 103(b). 
Subsection (b) (2) (B) 
A person might have notice under 
Section 103(d)(4) or (5) as well as under Section 103(b). 
S1443. 
Subchapter not exclusive 
This 
subchapter does 
not preclude 
an entity from 
being 
converted or merged under other law. 
SUBCHAPTER 12 
MISCELLANEOUS PROVISIONS 
S145l. 
Uniformity of application and construction 
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. 
§1452. 
Relation to electronic signatures in global and national 
cOomerce act 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. A 
.. to S.P. 591, L.D. 1609 
This 
chapter modifies, 
limits or supersedes the federal 
Electronic Signatures in Global and National Commerce Act, 
Uni ted States Code, Section 7001 et seg:., but this chapter does 
not modify, . limit or supersede Section 10I( c) of that Act or 
authorize electronic delivery of any of the notices described in 
Section 103(b) of that Act. 
§I453. 
Application to existing relationships 
1. 
Before July I. 2008. 
Before July 1, 2008, this chapter 
governs only: 
A. 
A limited partnership formed on or after July 1, 2007; 
~ 
B. 
Except as otherwise provided in subsections 3 and 4, a 
limited partnership formed before July 1, 2007 that elects, 
in the manner provided in its partnership agreement or by 
law for amending the partnership agreement, to be subject to 
this chapter. 
2. 
On or after July I. 2008. 
Except as otherwise provided 
in subsection 3, on and after July I, 2008, this chapter governs 
all limited partnerships. 
3. 
Existing 
limited partnerships. 
With 
respect 
to 
a 
limited partnership formed before July 1, 
2007, the following 
rules apply except as the partners otherwise elect in the manner 
provided in the partnership agreement or by law for amending the 
partnership agreement. 
A. 
Section 1304, 
subsection 3 
does 
not apply 
and 
the 
limited partnership has whatever duration it had under the 
law applicable immediately before July 1, 2007. 
B. 
The limited partnership is not required to amend its 
certificate of limited partnership to comply with section 
1321, subsection 1, paragraph D. 
C. 
Sections 1371 and 1372 
do 
not apply and 
a 
limited 
partner has the Same right and power to dissociate from the 
limited partnership, with the Same consequences, as existed 
immediately before July I, 2007. 
D. 
Section 1373, subsection 4 does not apply. 
E. 
Section 1373, subsection 5 does not apply and a court 
has the same power to expel a general partner as the court 
had immediately before July 1, 2007. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
F. 
Section 1391. 
subsection 3 
does 
not 
apply 
and 
the 
connection between 
a 
person's dissociation as 
a 
general 
partner and the dissolution of the limited partnership is 
the same as existed immediately before July I. 2007. 
4. 
Limited partnership that elects to be subject. 
With 
respect 
to 
a 
limited 
partnership 
that 
elects 
pursuant 
to 
subsection L 
paragraph B to be sUbject to this chapter ( after 
the election takes effect the provisions of this chapter relating 
to the liability of the limited partnership's general partners to 
3rd parties apply: 
A. 
Before July I. 2008. to: 
(1) 
A 3rd party that had not done business with the 
limited partnership in the year before the election 
took effect; and 
(2) 
A 3rd party that had 
done business with the 
limited partnership in the year before the election 
took effect only if the 3rd party knows or has received 
a notification of the election; and 
B. 
On and after July I. 2008. to all 3rd parties. but those 
provisions remain inapplicable to any obligation incurred 
while those provisions were inapplicable under paragraph A. 
subparagraph (2). 
Uniform Comment 
(This is section 1206 of the Uniform Limited Partner Act.) 
Source: RUPA Section 1206. 
This 
section 
pertains 
exclusively 
to 
domestic 
limited 
partnerships -
i. e., to limited partnerships formed under this 
Act or a predecessor statute enacted by the same jurisdiction. 
For foreign limited partnerships, see the Comment to Section 1204. 
This Act governs all limited partnerships formed on or after 
the 
Act's 
effective 
date. 
As 
for 
pre-existing 
limited 
partnerships, this section establishes an optional "elect in" 
period and a mandatory, all-inclusive date. The "elect in" period 
runs from the effective date, stated in Section 1204, until the 
all-inclusive date, stated in both subsection(a) and (b). 
During 
the 
"elect 
in" 
period, 
a 
pre-existing 
limited 
partnership may elect to become subject to this Act. Subsection 
(d) 
states 
certain 
important 
consequences 
for 
a 
limited 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
partnership that elects in. Beginning on the all-inclusive date, 
each pre-existing limited partnership that has not previously 
elected in becomes subject to this Act by operation of law. 
Subsection (c) - This subsection specifies six provisions of 
this Act which never automatically apply to any pre-existing 
limited partnership. 
Except 
for 
subsection 
(c)(2), 
the list 
refers to provisions governing the relationship of the partners 
inter se and considered too different than predecessor law to be 
fairly applied to a preexisting limited partnership without the 
consent of its partners. Each of these inter se provisions is 
subject to change in the partnership agreement. However, 
many 
pre-existing limited partnerships may have taken for granted the 
analogous 
prov~s~ons of predecessor law and may therefore not 
have addressed the issues in their partnership agreements. 
Subsection (c)(I) -
Section 104(c) provides that a limited 
partnership has a perpetual duration. 
Subsection 
(c)(2) 
Section 
201(a)(4) 
requires 
the 
certificate of limited partnership to state "whether the limited 
partnership is 
a 
limited liability limited partnership." 
The 
requirement is intended to force the organizers of a limited 
partnership to decide whether the limited partnership is to be an 
LLLP 
and 
therefore 
is 
inapposite 
to 
pre-existing 
limited 
partnerships. Moreover, applying the requirement to pre-existing 
limited partnerships would create a significant administrative 
burden both for limited partnerships and the filing officer and 
probably would result in many pre-existing limited partnerships 
being in violation of the requirement. 
Subsection (c)(3) -
Section 601 and 602 concern a person's 
dissociation as a limited partner. 
Subsection 
(c)( 4) 
Section 
(4) 
provides 
for 
the 
expulsion of a general partner by the unanimous consent of the 
other partners in specified circumstances. 
Subsection 
(c)(5) 
expulsion 
of 
a 
general 
circumstances. 
Section 
partner 
603(5) 
provides 
by 
a 
court 
in 
for 
the 
specified 
Subsection (c)(6) -
Section 801(3) concerns the continuance 
or dissolution of 
a 
limited partnership following 
a person's 
dissociation as a general partner. 
Subsection 
(d) 
subsection limits the 
for 
partners 
of 
an 
limitation: 
Following 
RUPA 
Section 
1206(c), 
this 
efficacy of the Act's liability protections 
"electing 
in" 
limited partnership. 
The 
Page l69-LR1469(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
• 
applies only to the benefit of "a third party that had 
done 
business with the limited partnership in the year 
before the election took effect," and 
• 
ceases to apply when "the third party knows or 
received 
a 
notification 
of 
the 
election" 
or 
on 
"all-inclusive" date, whichever occurs first. 
has 
the 
If 
the 
limitation 
causes 
a 
provision 
of 
inapplicable 
with 
regard 
to 
a 
third party, 
provision of predecessor law applies. 
this 
Act 
to 
be 
the 
comparable 
Example: 
A pre-existing limited partnership elects to be 
governed by this Act before the "all-inclusive" date. Two 
months before the election, Third Party provided services to 
the limited partnership. Third Party neither knows nor has 
received a notification of the election. Until the "all 
inclusive" date, with regard to Third Party, Section 303's 
full 
liability shield 
does 
not 
apply 
to 
each 
limited 
partner. Instead, each limited partner has the liability 
shield applicable under predecessor law. 
Subsection (d)(2) -
To the extent subsection (d) causes a 
provision of this Act to be inapplicable when an obligation is 
incurred, 
the inapplicability continues as to that obligation 
even after the "all inclusive" date. 
§1454. 
Savings clause 
This chapter does not affect an action commenced, proceeding 
brought or right accrued before this chapter takes effect. 
§1455. 
Duty of Secreta~ of State 
The Secretary of State's duty to file documents under this 
chapter is ministerial. The filing or refusal to file a document 
does not: 
1. 
Validity of documents. Affect the validity or invalidity 
of the document in whole or in part; 
2. 
Correctness of information. Relate to the correctness or 
incorrectness of information contained in the document: or 
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. 
Maine Comment 
COMMITTEE AMENDMENT 
• 
COMMITTEE AMENDMENT "Jt" to S.P. 591, L.D. 1609 
This section is based on former section 528. 
§1456. 
Rules 
The Secretary of State may adopt rules not inconsistent with 
this chapter pertaining to the filing of documents with the 
Secretary of State. 
Rules adopted pursuant to this section are 
routine technical rules as defined in Title 5, 
chapter 
375t 
subchapter 2-A. These may include, but are not limited to, rules 
.tQ1. 
1. 
Forms. 
Prescribe 
forms 
for 
any 
or 
all 
documents 
required or permitted to be delivered for filing under this 
chapter and to refuse to file documents not utilizing these 
prescribed forms; 
2. 
Approve filing. Refuse to file any document that is not 
clearly 
legible 
or 
that 
may 
not 
be 
clearly 
reproducible 
photographically; 
3. 
Appoint designee. Appoint a designee or other agent to 
receive documents for filing and to file documents on behalf of 
the Secretary of State; 
4. 
E1ectronic fi1ings: facsimile signatures. Permit the 
filing 
of 
documents 
by 
electronic 
transmission 
and 
permit 
facsimile signatures on documents to be filed; 
5. 
Effective dates of filings. Unless specifically stated 
in this 
chapter, 
set forth 
the effective dates 
of 
filings 
required by this chapter; and 
6. 
Annual report filing date. Provide alternative dates for 
filing annual reports and for determining the dates covered by 
those reports. 
Maine Comment 
This section is based on former section 413. 
§1457. 
E~dited service 
The Secretary of State may provide an expedited service for 
the processing of documents in accordance with this chapter. If 
the service is provided, the Secretary of State shall establish 
by rule a fee schedule and governing procedures in accordance 
with the Maine Administrative Procedure Act. All fees collected 
for expedited service must be deposited into a fund for use by 
the Secretary of State in providing an improved filing service. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Rules adopted pursuant to this section are routine technical 
rules as defined in Title 5, chapter 375, subchapter 2-A. 
Maine CODDent 
This section is based on former section 414. 
§1458. 
Access to data base 
The Secretary of State may provide public access to the data 
base 
through 
a 
dial-in modem, 
through public 
terminals 
and 
through electronic duplicates of the data base. If access to the 
data base is provided to the public, the Secretary of State may 
adopt rules in accordance with the Maine Administrative Procedure 
Act to estaplish a fee schedule and governing procedures. 
Rules adopted pursuant to this section are routine technical 
rules as defined in Title 5, chapter 375, subchapter 2-A. 
Maine Comment 
This section is based on former section 415. 
§1459. 
Publications 
1. 
Fee schedule. The Secretary of State may establish by 
rule in accordance with the Maine Administrative Procedure Act a 
fee schedule to cover the cost of printing and distripution of 
puplications and to set the procedures for the sale of these 
puplications. 
Rules adopted pursuant to this subsection are routine technical 
rules as defined in Title 5, chapter 375, subchapter 2-A. 
2. 
Deposit in fund. All fees collected pursuant to this 
section must pe deposited in a fund for use by the Secretary of 
State for the purpose of replacing and updating publications 
offered in accordance with this chapter and for 
funding 
new 
publications. 
Maine Comment 
This section is based on former section 416. 
§1460. 
Fees: penalties 
A document required to be filed under this chapter is not 
effective until the applicable fee required by this section is 
COMMITTEE AMENDMENT 
• 
.. 
~ 
" 
'\ ':. 
r~. : ... ;. ~ 
COMMITTEE AMENDMENT '4" to S.P. 591, L.D. 1609 
paig. 
The 
following 
fees 
or penalties must 
be paid to 
and 
collecteg by the Secretary of State: 
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 limiteg partnership affected; 
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 unger section 1415, a fee of $40; 
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: 
4. 
Registered name. 
For filing of an application for 
a 
registered name of a foreign limited partnership unger section 
1309, subsection 2, a fee of $20 per month for the number of 
months or fraction of a month remaining in the calengar year when 
first filing. For filing an application to renew the registration 
of a registered name, a fee of $200: 
5. 
Change of registered agent and registered office or 
registered office for domestic limited partnerships. For filing 
of 
a 
statement 
by 
a 
registered 
agent 
under 
section 
1315, 
subsection 2 to change the registered office or to change the 
name of the current registered agent or for filing of a statement 
under section 1315, subsection 1 to change the registered agent 
and registered office or for filing a notice of resignation of a 
registereg agent under section 1316, a fee of $35; 
6. 
Reinstatement fee after administrative dissolution. For 
failure to file an annual report, a fee of $150, to a maximum fee 
of $600, regarg1ess of the number of delinguent reports or the 
period of delinguency: for failure to pay the annual report late 
filing penalty, a fee of $150: for failure to appoint or maintain 
a 
registereg agent or registered office, 
a 
fee of $150; 
for 
failure to notify the Secretary of State that its registered 
agent or registered office has been changed, that its registered 
agent 
has 
resigned or 
that its registered office has 
been 
giscontinueg, 
a 
fee of $150; 
for failure to file an amended 
application, a fee of $150; and for filing false information, a 
fee of $150; 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .1.\ .. to S.P. 591, L.D. 1609 
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; 
8. 
Certificate of correction. 
For filing of a certificate 
of correction under section 1327, a fee of $50; 
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, 
and 
for 
a 
certificate of 
amendment 
under section 1412 A, 
subsection 2, 
paragraph A or B or 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; 
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; 
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; 
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; 
13. 
Preclearance of document. 
For 
preclearance 
of 
any 
document for filing, a fee of $100; 
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; 
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; 
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, sybsection 
2, a fee of $150: 
COMMITTEE AMENDMENT 
# 
~ . 
\> 
f;:. ",,' 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
17. 
Service of process on Secreta~ of State as agent. For 
accepting service of process under section 1317, a fee of $35: 
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: 
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. 
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. 
Maine Comment 
This section is based on former section 526. 
§1461. 
Effective date 
This chapter takes effect July 1, 2007. 
Uniform Comment 
(This is section 1204 of the Uniform Limited Partnership Act) 
Section 1206 specifies how this Act affects domestic limited 
partnerships, 
with 
special 
prov~s~ons pertaining 
to 
domestic 
limited partnerships 
formed before the Act's effective date. 
Section 
1206 
contains 
no 
comparable 
prov~s~ons for 
foreign 
limited partnerships. Therefore, once this Act is effective, it 
applies immediately to all foreign limited partnerships, whether 
formed before or after the Act's effective date. 
Sec. C-3. Effective date. 
That 
repeals the Maine Revised Statutes, 
effect July 1, 2007. 
PARTD 
section of 
Title 31, 
this Part that 
chapter 11 takes 
Sec. D-l. 9-B MRSA §311, as corrected by RR 2001, c. 2, Pt. 
B, §7 and affected by §S8, is amended to read: 
COMMITTEE AMENDMENT 
" r-
'~" r;', "> 
COMMITTEE AMENDMENT ,~" to S.P. 591, L.D. 1609 
§311. Applicability of chapter 
The provisions of this chapter govern the organization and 
management of financial institutions operating as corporations, 
limited liability companies, 
limited partnerships 
and limited 
liability partnerships. 
Unless 
otherwise 
indicated 
in 
this 
Title, 
the 
provisions 
of 
Title 
l3-C 
apply 
to 
financial 
institutions operating as corporations; Title 31, chapter **T 19 
applies 
to 
financial 
institutions 
operating 
as 
limited 
partnerships; 
Title 
31, 
chapter 
applies 
to 
financial 
institutions operating as limited liability companiesl.. and Title 
31, 
chapter 15 applies to financial institutions operating as 
limited liability partnerships. 
Sec. D·2. 9·B MRSA §316·A, first" as corrected by RR 2001, c. 
2, Pt. B, §8 and affected by §58, is amended to read: 
Except as provided in this section, 
the management 
and 
operations 
of 
a 
financial 
institution 
organized 
under 
this 
chapter are governed by Title 13-C; Title 31, chapter ** 19; 
Title 31, chapter 13; or Title 31, chapter 15, as appropriate, 
depending 
upon 
the 
organizational 
form 
of 
the 
financial 
institution operating 
under 
this 
chapter. 
The 
institution's 
organizational documents must address the powers and duties of 
the governing body. 
Sec. D-3. 9-B MRS A §317-A, first" as corrected by RR 2001, c. 
2, Pt. B, §9 and affected by §58, is amended to read: 
Except as provided in this section, the powers and duties of 
officers of a financial institution organized under this chapter 
are governed by Title 13-C; Title 31, chapter ** 19; Title 31, 
chapter 13; or Ti tIe 31, chapter 15, as appropriate, depending 
upon 
the 
organizational 
form 
of 
the 
financial 
institution 
operating under this chapter. 
The institution's organizational 
documents must address the powers and duties of officers. 
Sec. D-4. 9-B MRSA §352, sub·§5, as corrected by RR 2001, c. 
2, Pt. B, §12 and affected by §58, is amended to read: 
5. 
Rights of dissenting investors. 
The rights of investors 
dissenting to the merger or consolidation are those specified in 
Title l3-C or Title 31, chapter **T 13 9!'L 15 or 19, depending 
upon the organizational form of the institution. 
To the extent 
that dissenters' rights are not addressed in Title 31 or these 
rights are less beneficial to the dissenting investors than those 
rights listed in the institution's organizational documents, the 
organizational documents govern. 
Page l76-LR1469(2) 
COMMITTEE AMENDMENT 
.. 
> 
I:; ~ . .; . 
.. \.e 
COMMITTEE AMENDMENT ,,4 "to S.P. 591, 
Sec. D-5. 9-B MRSA §1222, sub-§I, 
2, Pt. B, §20 and affected by §58, is 
L.D. 1609 
as corrected by RR 2001, c. 
amended to read: 
1. 
Organization. 
A 
merchant 
bank 
must 
be 
organized 
pursuant to chapter 31 and must be managed and governed pursuant 
to this Title and the applicable provisions of Title 13-C and 
Title 31, chapters 11T 13 
aBQ.L,. 
and 19, depending upon the 
organizational form selected. 
Sec. D-6. 10 MRSA §1521, sub-§2-A, as amended by PL 2003, c. 
344, Pt. A, §3, is further amended to read: 
2-A. 
Limited partnership name. 
"Limited partnership name" 
includes a limited partnership 
nameT--l"-e-&&l"~-BafReT or assumed 
name under Title 31, section 1308 or reserved name or registered 
name as th9&9-teFfR&-aFe used in Title 31, 
&eeti9B&-4Q~-AT-4Q4-AT 
4Q§-A-aBQ-4Qe-A-Fe&peetively section 1309. 
Sec. D-7. 10 MRSA §1522, sub-§I, ,E, as amended by PL 1981, c. 
684, §4, is further amended to read: 
E. 
Consists of a mark whieh ~, when applied to the goods 
or services of the applicant, 
is merely descriptive or 
deceptively misdescriptive of them or, when applied to the 
goods 
or 
services 
of 
the 
applicant, 
is 
primarily 
geographically descriptive or deceptively misdescriptive of 
them, 
except 
as 
indications 
of 
regional 
or~g~n may 
be 
registrable under subsection 3, or is primarily merely a 
surname, provided that nothing in this paragraph may prevent 
the 
registration of 
a 
mark 
used 
in this State by 
the 
applicant 
whieh 
.th£.t 
has 
become 
distinctive 
of 
the 
applicant's goods or 
servicesf~ The Secretary of State may 
accept as evidence that the mark has become distinctive, as 
applied to 
the applicant's goods 
or services, 
proof of 
continuous use thereof as a mark by the applicant in this 
State or elsewhere for the 5 years next preceding the date 
of the filing of the application for registration; 
Sec. D-S. 10 MRSA §1522, sub-§I, 1G, as amended by PL 2003, c. 
344, Pt. A, §6, is f~rther amended to read: 
G. 
Is 
not 
distinguishable 
from 
the 
real, 
assumed, 
fictitious, reserved or registered name of a corporation, 
limited liability company, limited liability partnership 9F.L,. 
limited 
partnership 
or 
limited 
liability 
limited 
partnership, 
unless 
the 
corporation, 
limited 
liability 
company, 
limited 
liability 
partnership 
9F.L,. 
limited 
partnership 
or 
limited 
liability 
limited 
partnership 
executes and files with the Secretary of State proof of 
authorization of the use of a mark similar to the real, 
COMMITTEE AMENDMENT 
\ ':" 
C~: '.,..' , 
COMMITTEE AMENDMENT "~,, to S.P. 591, L.D. 1609 
assumed, 
fictitious, 
reserved 
or 
registered 
name 
of 
a 
corporation, 
limited liability company, 
limited liability 
partnership eFL 
limited partnership or limited liability 
limited partnership by the applicant seeking to use the mark; 
Sec. D-9. 10 MRSA §1522, sub-§I, 1fJ, as enacted by PL 1997, c. 
633, §2, is amended to read: 
J. 
Notwithstanding 
paragraph 
G, 
is 
identical 
to 
a 
corporate, 
limited liability 
company, 
limited 
liability 
partnership eFL 
limited partnership or limited liability 
limited partnership name, 
unless the corporation, limited 
liability company, limited liability partnership eFL 
limited 
partnership or limited liability limited partnership is the 
same entity as the applicant that is seeking to register the 
mark and files proof of ownership with the Secretary of 
State. 
Sec. D-I0. 13-B MRSA §301-A, sub-§6, 1fA, as enacted by PL 
2003, c. 344, Pt. B, §9, is amended to read: 
A. 
The words or abbreviations of words that describe the 
nature of the entity, including "professional association," 
"corporation," 
"company," 
"incorporated," 
"chartered," 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"limited 
liability 
limited 
partnership, " 
"service corporation" and "professional corporation"; 
Sec. D-ll. 13-C MRSA §401, sub-§6, 1fA, as amended by PL 2003, 
c. 344, Pt. B, §46, is further amended to read: 
A. 
The words or abbreviations of words that describe the 
nature of the entity, including "professional association," 
"corporation, " 
"company," 
"incorporated," 
"chartered, " 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"limited 
liability 
limited 
partnership," 
"service corporation" or "professional corporation"; 
Sec. D-12. 18-B MRSA §1011, sub-§I, as enacted by PL 2003, c. 
618, Pt. A, §1 and affected by §2, is amended to read: 
1. 
Rot personally liable on contract. 
Except as otherwise 
provided in subsection 3 or unless personal liability is imposed 
in the contract, a trustee who holds an interest as a general 
partner in a general or limited partnership is not personally 
liable on a contract entered into by the partnership after the 
COMMITTEE AMENDMENT 
.. 
.\.~, e: 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
trust's acquisition of the interest if the fiduciary capacity was 
disclosed in the contract or in a 
statement previously filed 
pursuant to the Uniform Partnership Act or the MaiRe--&e¥isee 
Uniform Limited Partnership Act. 
Sec. D-13. 31 MRSA §603-A, sub-§6, ,A, as enacted by PL 2003, 
c. 344, Pt. C, §20, is amended to read: 
A. 
Words or abbreviations of words that describe the nature 
of 
the 
entity, 
including 
"professional 
association," 
"corporation," 
"company," 
"incorporated," 
"chartered," 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"limited 
liability 
limited 
partnership, " 
"service corporation" and "professional corporation"; 
Sec. D-14. 31 MRSA §760, as corrected by RR 2001, c. 2, Pt-
B, §5l and affected by §58, is amended to read: 
§760. Application to existing foreign l~ited liability 
companies; definition 
All foreign limited liability companies qualified as foreign 
corporations or limited partnerships before January 1, 1995 are 
governed by this Act on and after January 1, 1995. 
By April 1, 
1995 a manager or, if there is no manager, 
a member of each 
foreign limited liability company shall file with the Secretary 
of State an application for authority to do business in this 
State under this Act and cancel their authority to do business in 
this State under chapter 11 JJ1. and former Title 13-A. 
If the 
foreign 
limited 
liability 
company 
fails 
to 
file 
the 
new 
application for authority to do business in this State by April 
1, 1995, the Secretary of State may revoke the authority of the 
limited liability company to do business in this State under 
section 719. 
Sec. D-15. 31 MRSA §762, as enacted by PL 1993, c. 718, Pt. 
A, §1, is amended to read: 
§762. References to limited partnerships 
Unless the context indicates otherwise, all references to 
limited partnerships in any other statute in effect on 
the 
effective date of this chapter in this State are 
deemed to 
include limited liability companies. 
This section does not apply 
to the MaiB&-R€ .... isee Uniform Limited Partnership Act, it being 
the intent of this section only to include limited liability 
companies 
as entities when other entities are referenced for 
purposes other than those covered in this chapter. 
COMM/rrEE AMENDMENT 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Sec. D-16. 31 MRSA §803-A, sub-§6, 1fA, as enacted by PL 2003, 
c. 344, Pt. C, §35, is amended to read: 
A. 
Words or abbreviations of words that describe the nature 
of 
the 
entity, 
including 
"professional 
association," 
"corporation," 
"company," 
"incorporated," 
"chartered," 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"limited 
liability 
limited 
partnership, " 
"service corporation" and "professional corporation"; 
Sec. D-17. 31 MRSA §876, as corrected by RR 2001, c. 2, Pt. 
B, §53 and affected by §58, is amended to read: 
§876. Application to existing foreiqn limited liability 
partnerships; definition 
All 
foreign 
limited liability partnerships qualified 
as 
foreign corporations or limited partnerships or limited liability 
companies before September 1, 1996 are governed by this Act on 
and after September 1, 1996. 
By December 1, 1996 a partner of 
each foreign limited liability partnership shall file with the 
Secretary of State an application for authority to do business in 
this State under this Act and shall cancel the partnership' s 
authority to do business in this State under chapter 11 12, 
chapter 
or 
former 
Title 
13-A. 
If 
the 
foreign 
limited 
liability partnership fails to file the 
new 
application for 
authority to do business in this State by December 1, 1996, it 
must be treated as a general partnership without the status of a 
limited liability partnership 
with 
respect 
to 
any 
business 
conducted in this State between December 1, 1996 and the date on 
which it files that application. 
Sec. D-18. Effective date. 
This Part takes effect July 1, 2007.' 
Further amend the 
nonconsecutive 
consecutively. 
Part 
bill by relettering 
letter 
or 
section 
SUMMARY 
or renumbering any 
number 
to 
read 
This 
amendment 
adds 
to 
the 
bill 
the 
Uniform 
Limited 
Partnership 
Act, 
adopted 
by 
the 
National 
Conference 
of 
Commissioners on Uniform State Laws in 2001. 
The amendment is 
intended to take the place of L.D. 986, which is a concept draft. 
COMMITTEE AMENDMENT 
j 
• 
COMMITTEE AMENDMENT "A" to S.P. 591, L.D. 1609 
Part A of the bill contains the Uniform Partnership Act, and 
Part B of the bill contains conforming amendments consistent with 
Part A. 
This amendment adds the Uniform Limited Partnership Act 
as 
Part 
C 
and 
the 
respective 
conforming 
amendments 
and 
cross-references as Part D. 
A Maine Comment is included when 
necessary 
to 
explain 
a 
deviation 
from 
the 
Uniform 
Limited 
Partnership Act. 
This 
amendment 
revises 
the 
conversion 
language 
in 
the 
Uniform Partnership Act. 
This 
amendment 
sets the effective date for 
the Uniform 
Partnership Act, the Uniform Limited Partnership Act and all the 
conforming amendments as July 1, 2007. 
FISCAL ;\'OTE REQt:lRED 
(See attached) 
Page l8l-LR1469(2) 
COMMITTEE AMENDMENT 
LD 1609 
LR 1469(02) 
An Act to Establish the Uniform Partnership Act 
Fiscal Note for Bill as Amended by Committee Amendment 'A" 
Committee: Judiciary 
Fiscal Note Required: Yes 
Fiscal Note 
Minor cost increase - General Fund 
LR1469(2) - Fiscal Note - Page 1 of 1