An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limited Liability Companies and Limited Liability Partnerships
Maine Legislature, Session 123, LD 1806
Committee: judiciary
Sponsors: HASTINGS, SIMPSON, HOBBINS, CLEARY, CUMMINGS, DUNN, MILLS, TARDY
Amends: 10 MRSA §1526-A, 13 MRSA §1824, 13 MRSA §1952, 13-B MRSA §1, 13-B MRSA §1401, 13-C MRSA §123, 13-C MRSA §1404, 13-C MRSA §1425, 31 MRSA §494, 31 MRSA §607, 31 MRSA §608-F, 31 MRSA §751, 31 MRSA §825, 31 MRSA §871, 31 MRSA §1034, 31 MRSA §1460

Legislative Document 
No. 1806 
S.P.642 
March 30, 2007 
An Act To Amend the Laws Relating to Corporations, Limited 
Partnerships, Limited Liability Companies and Limited Liability 
Partnerships 
(EMERGENCY) 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Reference to the Committee on judiciary suggested and ordered printed. 
Presented by Senator HASTINGS of Oxford. 
JOY J. O'BRIEN 
Secretary of the Senate 
Cosponsored by Representative SIMPSON of Auburn and Senator: HOBBINS of York, 
Representatives: CLEARY of Houlton, CRA Y of Palmyra, Speaker CUMMINGS of Portland, 
DUNN of Bangor, MILLS of Farmington, TARDY of Newport. 
Printed on recycled paper 
Emergency preamble. Whereas, acts and resolves of the Legislature do not 
become effective until 90 days after adjournment unless enacted as emergencies; and 
Whereas, the Maine Revised Statutes, Title 31, chapters 17 and 19, which govern 
domestic and foreign partnerships and limited partnerships in Maine, become effective on 
July 1, 2007, and changes to those laws and other entity laws administered by the 
Secretary of State must be in place by July 1, 2007 in order for the Secretary of State to 
properly administer these laws; and 
Whereas, in the judgment of the Legislature, these facts create an emergency within 
the meaning of the Constitution of Maine and require the following legislation as 
immediately necessary for the preservation of the public peace, health and safety; now, 
therefore, 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 10 MRSA §1526-A, as repealed and replaced by PL 1993, c. 349, §25, is 
repealed. 
Sec. 2. 13 MRS A §1502 is amended to read: 
§1502. Existing cooperative groups 
Any group incorporated under the law of this State and operating on a cooperative 
basis eF must file articles of amendment as required by Title 13-C, and any 
unincorporated group operating on ffi:!6b a cooperative basis in this State may elect by a 
vote of 2/3 of the members voting to secure the benefits of and be bound by this 
subchapter.,...aOO. The unincorporated group shall thereupon amend such of its articles and 
bylaws as are not in confurmity "vithto conform to the provisions hereef of this 
subchapter and file articles of incorporation as required by section 1551. A certified copy 
of the amended articles shall be filed and recorded with the Secretary of State and a fee of 
$5 shall be paid. 
Sec.3. 13 MRS A §1551 is amended to read: 
§1551. Articles of incorporation; first meeting; fees 
Articles of incorporation for the formation of an association under this subchapter 
shall must be drawn up and filed in the same manner and under the same provisions as for 
organizing business corporations under the general law Title 13-C, except ·where such 
procedure would be inconsistent with this subchapter. The same provision shall apply 
applies under said general law Title 13-C to associations organized under this subchapter 
in respect to the first meeting ofthe corporation, and as to fees payable to the Secretary of 
State. 
Sec. 4. 13 MRS A §1758, as enacted by PL 1993, c. 300, § 1, is· amended to read: 
§ 1758. Dissolution 
By vote of at least 80% of its members or any larger percentage specified in the 
articles of incorporation or bylaws, a cooperative affordable housing corporation may 
vote to dissolve and terminate its proprietary leases. In addition, a cooperative affordable 
housing corporation must file articles of dissolution and pay the fee for dissolution as 
required for business corporations under Title 13-C. 
Sec. 5. 13 MRSA §1824, as amended by PL 1977, c. 522, §8, is further amended 
to read: 
§1824. Filing and recording certificate of incorporation 
Before commencing business, the president, treasurer and a maj ority of the directors 
or trustees of every corporation organized under this subchapter shall prepare a certificate 
setting forth the, sign, date and deliver for filing with the Secretary of State articles of 
incorporation anti, in a format approved by the Secretary of State, setting forth the names 
and addresses of the officers, and shall sign and make oath to it. gaid certificate shall be 
presented to the gecretary of gtate accompanied by a copy thereof or by a data sheet 
containing all of the infonnation required. After said certificate has been examined by the 
gecretary of gtate, and been by him oertified to be properly drawn and signed and to be 
confonnable to the Constitution and laViS, it shall be recorded in the registry of deeds in 
the county '""here said corporation is located, in a book kept for that purpose, and 'Nithin 
days after the day of the meeting at which such corporation is organiZied, a oopy 
thereof certified by such register shall be filed in the office of the gecretary of gtate, 'Nho 
shall enter the date of filing thereon, and on the original certificate to be kept by the 
corporation and shall record said copy in a book kept for that purpose. A. The filing fee 
of $5 shall be paid to the georetary of gtate and a fee of $g shall be paid to registers of 
deeds for recording such certifioate and oertifying copies thereof for filing 'Nith the 
gecretary of gtate for a corporation formed under this subchapter is the same as for a 
corporation organized under Title 13-C. If articles of incorporation delivered for filing to 
the Secretary of State pursuant to this section satisfy the requirements of this subchapter, 
the Secretary of State shall file the articles of incorporation. The date of filing is the date 
of receipt by the Secretary of State. After filing the articles of incorporation under this 
subchapter, the Secretary of State shall deliver to the corporation or its representative a 
copy of the document with an acknowledgement of the date of filing. 
Sec. 6. 13 MRS A §1825, sub-§2, as amended by PL 1977, c. 522, §9, is further 
amended to read: 
2. Certificate recorded. After an amendment has been adopted, a certifioate shall be 
prepared setting forth the amendment and the adoption thereof, and shall be signed and 
sworn to by the president or vice-president and by the treasurer or secretary or assistant 
secretary shall prepare, and filed ~, recorded date and indorsed as in the oase of 
original oertificate of inoorporation. For filing or reoording an amendment to the artioles, 
the assooiation shall pay to the registers of deeds a fee of $5, and a fee of $5 shall be paid 
to the gecretary of gtate deliver for filing to the Secretary of State articles of amendment, 
in a format approved by the Secretary of State, setting forth the amendment adopted by 
the corporation as proposed in subsection 1. The filing fee for an amendment filed under 
this section is the same as for a corporation filing articles of amendment under Title 13-C. 
If articles of amendment delivered for filing to the Secretary of State pursuant to this 
section satisfy the requirements of this section, the Secretary of State shall file the articles 
of amendment. The date of filing is the date of receipt by the Secretary of State. After 
filing the articles of amendment under this section, the Secretary of State shall deliver to 
the corporation or its representative a copy of the document with an acknowledgement of 
the date of filing. 
Sec.7. 13 MRSA §1952, sub-§I, ~A is amended to read: 
A. 
The members of an association may at any regular meeting, or any special 
meeting called for the purpose, upon 30 days' notice of the time, place and object of 
the meeting having been given as prescribed in the bylaws, by 2/3 of the voting 
power voting thereon, discontinue the operations of the association and direct that the 
association be dissolved and its affairs settled. The members at the meeting shall by 
like vote designate a committee of 3 members who, as trustees on behalf of the 
association and within the time fixed in their designation or any extension thereof, 
shall liquidate #s the association's assets, pay its debts and divide any remainder 
among the members or other patrons in accordance with their respective rights and 
interests under their contracts with the association and the articles and bylaws. Upon 
final settlement by such trustees, the association shall be i§ deemed dissolved and 
shall cease ceases to exist. The trustees shall make a report, in quadruplicate, of the 
proceedings had under this section, which shall be signed and s\vom to and filed as 
required for the filing of the articles of incorporation file articles of dissolution as 
required by subsection 5. 
Sec. 8. 13 MRSA §1952, sub-§5 is enacted to read: 
5. Filing with the Secretary of State. In addition to the requirements set forth in 
this section, a corporation organized under this subchapter must file articles of dissolution 
and pay the fee for dissolution as required for business corporations under Title 13-C. 
Sec. 9. 13-B MRSA §1l01-A, sub-§I,~, as enacted by PL 1995, c. 458, §9, is 
amended to read: 
D. 
That no debts of the corporation remain unpaid, including the filing of the 
annual report as required by section 1301 and any fees or penalties owed to the 
Secretary of State under section 1112; and 
Sec. 10. 13-B MRSA §1l17 is enacted to read: 
§1117. Revival of nonprofit corporation after dissolution 
1. Determination of need to revive corporation. If the Secretary of State finds that 
a nonprofit corporation has dissolved in any manner under this chapter and that the 
nonprofit corporation should be revived for any specified purpose or purposes for a 
specific period oftime, the Secretary of State may upon application by an interested party 
file a certificate of revival in a form or format prescribed by the Secretary of State for 
reviving the nonprofit corporation. 
2. Certificate of revival. The certificate of revival must include: 
A. The name of the nonprofit corporation and its original date of incorporation; 
B. The name of the nonprofit corporation's registered agent and the address of its 
registered agent at the time of dissolution; 
C. The name and address of the party or parties requesting the revival; 
D. The purpose or purposes for which revival is requested; and 
E. The time period needed to complete the purpose or purposes specified under 
paragraph D. 
3. Notice of revival. The Secretary of State shall issue a notice to the nonprofit 
corporation to the address provided in subsection 2, paragraph C stating that the revival 
has been granted for the purpose or purposes and for the time period specified pursuant to 
the certificate of revival under this section. 
4. 
Termination of revival. 
When the time period specified in subsection 2, 
paragraph E has expired, the Secretary of State shall send a notice to the nonprofit 
corporation at the address provided in subsection 2, paragraph C that the status of the 
nonprofit corporation has returned to the status prior to filing the certificate of revival 
under this section. 
Sec. 11. 13-B MRS A §1401, sub-§13, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
13. 
Restated articles of incorporation. Restated articles of incorporation, as 
provided by section 805, $10; and if they change the purposes of the corporation, a 
further additional amount of ~ il.Q; 
Sec. 12. 13-B MRS A §1401, sub-§14, as amended by PL 2005, c. 529, §2, is 
further amended to read: 
14. Articles of merger or consolidation. Articles of merger or consolidation, as 
provided by section 904, $25; and if the merger or consolidation changes the survivor's 
purposes, a further additional amount of~ $10; 
Sec. 13. 13-B MRS A §1401, sub-§15, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
15. Articles of merger or consolidation of corporations. Articles of merger or 
consolidation of domestic and foreign corporations, as provided by section 906, $-W $25, 
if the new or surviving corporation is a foreign corporation, plus the appropriate fee for 
authority to carry on activities in this State, if not previously so authorized; if the new or 
surviving corporation is a domestic corporation, the same sum as would be required for 
the merger or consolidation of domestic corporations; 
Sec. 14. 13-B MRS A §1401, sub-§21, as enacted by PL 1977, c. 525, § 13, is 
amended to read: 
21. Articles of merger. Articles of merger of a foreign corporation, as provided by 
section 1206, $-W $25; 
Sec. 15. 13-B MRSA §1401, sub-§22, as amended by PL 2003, c. 673, Pt. 
WWW, §10 and as affected by §37, is further amended to read: 
22. Amendment to foreign corporation's application. An amendment to a foreign 
corporation's application for authority to carry on activities in this State, as provided by 
section 1207, $-W $15; 
Sec. 16. 13-B MRSA §1401, sub-§23, as enacted by PL 1977, c. 525, § 13, is 
amended to read: 
23. Application for surrender of authority. An application of a foreign corporation 
for surrender of its authority, as provided by section 1208, $.§. $15; 
Sec. 17. 13-B MRSA §1401, sub-§34, as amended by PL 2005, c. 12, Pt. FF, §2, 
is further amended to read: 
34. Late fIling; penalty. For failing to deliver an annual report by its due date, in 
addition to the annual report filing fee, $25;-aHd 
Sec. 18. 13-B MRSA §1401, sub-§35, as amended by PL 2005, c. 12, Pt. FF, §2, 
is further amended to read: 
35. Reinstatement fee after administrative dissolution of domestic or foreign 
corporation. For failure to file an annual report, $25 for each period of delinquency; for 
failure to pay the annual report late filing penalty, $25; for failure to appoint or maintain a 
registered agent or registered office, $25; 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 discontinued, $25; and for filing false 
information, $25~; and 
Sec. 19. 13-B MRSA §1401, sub-§36 is enacted to read: 
36. Certificate of revival after dissolution. Certificate of revival after dissolution 
for a domestic nonprofit corporation, as provided in section 1117, $25. 
Sec. 20. 13-C MRSA §123, sub-§l, ~OO is enacted to read: 
00. For an application for revival after dissolution under section 1425, the fee is 
$150. 
Sec. 21. 13-C MRSA §1404, sub-§4 is enacted to read: 
4. Other requirements at the time of dissolution. At the time of filing the articles 
under this section, the Secretary of State may require the corporation to file the annual 
report required to be filed under section 1621 and pay any fees or penalties owed to the 
Secretary of State under section 1420. 
Sec. 22. 13-C MRSA §1425 is enacted to read: 
§1425. Revival of a domestic business corporation after dissolution 
1. Determination of need to revive corporation. If the Secretary of State finds that 
a corporation has dissolved in any manner under this chapter and that the corporation 
should be revived for any specified purpose or purposes for a specific period of time, the 
Secretary of State may upon application by an interested party file a certificate of revival 
in a form or format prescribed by the Secretary of State for reviving the corporation. 
2. Certificate of revival. The certificate of revival must include: 
A. The name of the corporation and its original date of incorporation; 
B. The name of the domestic business corporation's clerk and the address of its clerk 
at the time of dissolution; 
C. The name and address of the party or parties requesting the revival; 
D. The purpose or purposes for which revival is requested; and 
E. 
The time period needed to complete the purpose or purposes specified under 
paragraph D. 
3. Notice of revival. The Secretary of State shall issue a notice to the corporation to 
the address provided in subsection 2, paragraph C stating that the revival has been 
granted for the purpose or purposes and for the time period specified pursuant to the 
certificate of revival filed under this section. 
4. 
Termination of revival. 
When the time period specified in subsection 2, 
paragraph E has expired, the Secretary of State shall send a notice to the corporation at 
the address provided in subsection 2, paragraph C that the status of the corporation has 
returned to the status prior to filing the certificate of revival under this section. 
Sec. 23. 31 MRS A §407, sub-§I, ~, as amended by PL 1993, c. 316, §50, is 
further amended to read: 
B. 
A registered agent for service of process on the limited partnership. The agent 
may be either: 
(l) 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 business or nonprofit corporation, whether busiaess or 
aoaprofit, a domestic or foreign limited partnership or a domestic or foreign 
limited liability company authorized to do business or carry on activities in this 
State whose registered office also serves as the registered office of the limited 
partnership. 
Sec. 24. 31 MRSA §494, sub-§2, ~B, as amended by PL 1993, c. 316, §58, is 
further amended to read: 
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 business or nonprofit corporation, whether business or 
nonprofit, a domestic or foreign limited partnership or a domestic or foreign 
limited liability company authorized to do business or carry on activities in this 
State whose registered office also serves as the registered office of the limited 
liability company. 
Sec. 25. 31 MRSA §607, sub-§I,~, as enacted by PL 1993, c. 718, Pt. A, §1, is 
amended to read: 
B. 
A registered agent for service of process on a limited liability company. The 
agent may be either: 
(1) An individual resident of this State whose business office or residential 
address is identical with the limited liability company's registered office; or 
(2) A domestic or foreign business or nonprofit corporation, whether business or 
nonprofit, a domestic or foreign limited partnership or a domestic or foreign 
limited liability company authorized to do business or carry on activities in this 
State whose registered office also serves as the registered office of the limited 
liability company. 
Sec. 26. 31 MRSA §608-F is enacted to read: 
§608-F. Revival of domestic limited liability company after dissolution 
1. Determination of need to revive company. If the Secretary of State finds that a 
domestic limited liability company has dissolved in any manner under this chapter and 
that the domestic limited liability company should be revived for any specified purpose or 
purposes for a specific period of time, the Secretary of State may upon application by an 
interested party file a certificate of revival in a form or format prescribed by the Secretary 
of State for reviving the domestic limited liability company. 
2. Certificate of revival. The certificate of revival must include: 
A. The name of the domestic limited liability company and its original date of 
1 
organization; 
B. The name of the domestic limited liability company's registered agent and the 
address of its registered agent at the time of dissolution; 
C. The name and address of the party or parties requesting the revival; 
D. The purpose or purposes for which revival is requested; and 
E. 
The time period needed to complete the purpose or purposes specified under 
paragraph D. 
3. Notice of revival. The Secretary of State shall issue a notice to the domestic 
limited liability company to the address provided in subsection 2, paragraph C stating that 
the revival has been granted for the purpose or purposes and for the time period specified 
pursuant to the certificate of revival filed under this section. 
4. 
Termination of revival. 
When the time period specified in subsection 2, 
paragraph E has expired, the Secretary of State shall issue a notice to the domestic limited 
liability company at the address provided in subsection 2, paragraph C that the status of 
the limited liability company has returned to the status prior to filing the certificate of 
revival under this section. 
Sec. 27. 31 MRS A §625, sub-§2 is enacted to read: 
2. Other requirements at the time of filing a certificate of cancellation. At the 
time of filing the certificate under this section, the Secretary of State may require the 
limited liability company to file the annual report required to be filed under section 757 
and pay any fees or penalties owed to the Secretary of State under section 608-A. 
Sec. 28. 31 MRS A §714, sub-§2, ~, as enacted by PL 1993, c. 718, Pt. A, § 1, is 
amended to read: 
B. 
A registered agent for service of process on a limited liability company. The 
agent may be either: 
(1) An individual resident of this State whose business office or residential 
address is identical with a limited liability company's registered office; or 
(2) A domestic or foreign business or nonprofit corporation, '.'lhether business or 
nonprofit, a domestic or foreign limited partnership or a domestic or foreign 
limited liability company authorized to do business or carry on activities in this 
State whose registered office must also serve as the registered office of a limited 
liability company. 
Sec. 29. 31 MRS A §751, sub-§4, as amended by PL 2003, c. 344, Pt. C, §31, is 
further amended to read: 
4. Registered name. For filing of an application for a registered name of a foreign 
limited liability company under section 606-A, a fee of $20 per month for the number of 
months or fraction of a month remaining in the calendar year when first filing. For filing 
an application to renew the registration of a registered name, a fee of $-ffi $200; 
Sec. 30. 31 MRSA §751, sub-§25, as repealed and replaced by PL 2005, c. 397, 
Pt. A, §36 and affected by §37, is amended to read: 
25. 
Certificate of conversion. 
Certificate of conversion of a limited liability 
company to another type ofbusin:ss entity as provided by section 746, a fee of $145; an6 
Sec. 31. 31 MRSA §751, sub-§26, as amended by PL 2005, c. 12, Pt. FF, § 11, is 
further amended to read: 
26. Late filing penalty. For failing to deliver an annual report by its due date, in 
addition to the annual report filing fee, a fee of $50~; and 
Sec. 32. 31 MRSA §751, sub-§27 is enacted to read: 
27. Certificate of revival after dissolution. Certificate of revival after dissolution 
for a domestic limited liability company, as provided in section 608-F, $150. 
Sec. 33. 31 MRSA §825, sub-§3 is enacted to read: 
3. Other requirements at the time of filing a certificate of renunciation of status. 
At the time of filing the certificate under this section, the Secretary of State may reguire 
the limited liability partnership to file the annual report required to be filed under section 
and pay any fees or penalties owed to the Secretary of State under section 808-A. 
Sec. 34. 31 MRSA §871, sub-§4, as amended by PL 2003, c. 344, Pt. C, §46, is 
further amended to read: 
4. Registered name. For filing an application for a registered name of a foreign 
limited liability partnership under section 806-A, a fee of $20 per month for the number 
of months or fraction of a month remaining in the calendar year when first filing; and for 
filing an application to renew the registration of a registered name, the fee is ~ 
$200; 
Sec. 35. 31 MRSA §1034, sub-§5 is enacted to read: 
5. Exception for certain obligations. With regard to certain obligations incurred 
prior to the effective date of this chapter, the following provisions apply: 
A. To the extent any obligations of a partnership were incurred prior to the effective 
date of this chapter and while the partnership was a limited liability partnership, the 
limitation on liability of a partner is governed exclusively by paragraph B and the 
provisions of subsection 3 do not apply. 
B. A partner in a limited liability partnership is not liable directly or indirectly, 
including by way of indemnification, contribution, assessment or otherwise, for 
debts, obligations and liabilities however chargeable to the partnership or to another 
partner or partners, whether in tort, contract or otherwise, arising from omissions, 
negligence, wrongful acts, misconduct or malpractice committed by another partner, 
employee, agent or representative of the partnership in the course of the partnership 
business while the partnership is a limited liability partnership. 
C. For purposes of defining an obligation to which paragraph B applies, the term of 
an obligation is the original term of the obligation plus, unless otherwise agreed in 
writing by the obligor partnership and the obligee, any period as to which the obligor 
partnership has an option to unilaterally renew or extend the term of such obligation. 
Sec. 36. 31 MRS A §1323, as enacted by PL 2005, c. 543, Pt. C, §2, is amended 
by adding a new paragraph at the end to read: 
At the time of filing the statement under this section, the Secretary of State may 
require the limited partnership to file the annual report reguired to be filed under section 
1330, subsection 1 and pay any fees or penalties owed to the Secretary of State under 
section 1399. 
Sec. 37. 31 MRS A §1401-A is enacted to read: 
§1401-A. Revival of domestic limited partnership after dissolution 
I. Determination of need to revive partnership. If the Secretary of State finds that 
a domestic limited partnership has dissolved in any manner under this subchapter and that 
the domestic limited partnership should be revived for any specified purpose or pumoses 
for a specific period of time, the Secretary of State may upon application by an interested 
party file a certificate of revival in a form or format prescribed by the Secretary of State 
for reviving the domestic limited partnership. 
2. Certificate of revival. The certificate of revival must include: 
A. 
The name of the domestic limited partnership and its original date of 
organization; 
B. The name of the domestic limited partnership's registered agent and the address of 
its registered agent at the time of dissolution; 
C. The name and address of the party or parties requesting the revival; 
D. The pumose or pumoses for which revival is requested; and 
E. 
The time period needed to complete the pumose or purposes specified under 
paragraph D. 
3. Notice of revival. The Secretary of State shall issue a notice to the domestic 
limited partnership to the address provided in subsection 2, paragraph C stating that the 
revival has been granted for the purpose or purposes and for the time period specified 
pursuant to the certificate of revival filed under this subsection. 
4. 
Termination of revival. 
When the time period specified in subsection 2, 
paragraph E has expired, the Secretary of State shall issue a notice to the domestic limited 
partnership at the address provided in subsection 2, paragraph C that the status of the 
limited partnership has returned to the status prior to filing the certificate of revival under 
this section. 
Sec. 38. 31 MRSA §1460, sub-§19, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
19. Late filing penalty. For failing to deliver an annual report by its due date, in 
addition to the annual report filing fee, a fee of $50~; and 
Sec. 39. 31 MRSA §1460, sub-§20 is enacted to read: 
20. Certificate of revival after dissolution. Certificate of revival after dissolution 
for a domestic limited partnership, as provided in section 140 I-A, a fee of $150. 
I 
Sec. 40. Effective date. Those sections of this Act that enact the Maine Revised 
Statutes, Title 31, section 1034, subsection 5; and section 1323, last paragraph; section 
I-A; and section 1460, subsection 20 take effect July 1, 2007. 
Emergency clause. 
In view of the emergency cited in the preamble, this 
legislation takes effect when approved except as otherwise indicated. 
SUMMARY 
This bill makes necessary technical changes to the laws relating to corporations, 
limited partnerships, limited liability companies, limited liability partnerships and general 
partnerships. The bill makes uniform changes to filing fees that were changed in 2004 
and 2005 that were not changed as part of the overhaul of fee changes. This adjustment 
of filing fees is necessary to make similar filing fees in all entity laws uniform. This bill 
adds language to clarify that an entity must file all annual reports due and pay any 
outstanding fees or penalties due the Secretary of State prior to filing any dissolution or 
termination filing. 
This bill also adds a provision to revive domestic entities after 
dissolution for a specific purpose and specific amount of time. This bill also removes the 
requirement of a filing with the registers of deeds when cooperatives organize with the 
Secretary of State's office. Additionally, this bill adds language necessary to correct 
discrepancies in the original drafting of the Uniform Limited Partnership Act of 2007, 
which will become effective July 1,2007.