reglab/housing_qa huggingface dataset:
31 ME Rev Stat § 1417 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 9: FOREIGN LIMITED PARTNERSHIPS|31 §1417. Cancellation of certificate of authority; effect of failure to have certificate

 §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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Certificate of authority to maintain action or proceeding.  A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 3.  Validity of contract or act; defending action or proceeding.  The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 4.  Liability based solely on transaction without certificate of authority.  A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 5.  Secretary of State appointed as agent.  If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1418 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 9: FOREIGN LIMITED PARTNERSHIPS|31 §1418. Action by Attorney General

 §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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1421 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 10: ACTIONS BY PARTNERS|31 §1421. Direct action by partner

 §1421. Direct action by partner 1.  Action against limited 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1422 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 10: ACTIONS BY PARTNERS|31 §1422. Derivative action

 §1422. Derivative action A partner may maintain a derivative action to enforce a right of a limited partnership if:   [PL 2005, c. 543, Pt. C, §2 (NEW).]1.  Demand for limited partnership to enforce.  The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Demand futile.  A demand would be futile.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1423 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 10: ACTIONS BY PARTNERS|31 §1423. Proper plaintiff

 §1423. Proper plaintiff A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:   [PL 2005, c. 543, Pt. C, §2 (NEW).]1.  Partner when conduct occurred.  That was a partner when the conduct giving rise to the action occurred; or   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Partner status.  Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1424 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 10: ACTIONS BY PARTNERS|31 §1424. Pleading

 §1424. Pleading In a derivative action, the complaint must state with particularity:   [PL 2005, c. 543, Pt. C, §2 (NEW).]1.  Date and content of demand; response.  The date and content of the plaintiff's demand and the general partners' response to the demand; or   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Demand excused.  Why the demand should be excused as futile.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1425 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 10: ACTIONS BY PARTNERS|31 §1425. Proceeds and expenses

 §1425. Proceeds and expenses 1.  Proceeds.  Except as otherwise provided in subsection 2:   A. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Expenses.  If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1432 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1432. Conversion

 §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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]C. The other organization complies with its governing statute in effecting the conversion.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Plan of conversion.  A plan of conversion must be in a record and must include:   A. The name and form of the organization before conversion;   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. The name and form of the organization after conversion;   [PL 2005, c. 543, Pt. C, §2 (NEW).]C. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]D. The organizational documents of the converted organization.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1433 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1433. Action on plan of conversion by converting limited partnership

 §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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Amend plan or abandon planned conversion.  Subject to section 1440 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 1434, a converting limited partnership may amend the plan or abandon the planned conversion:   A. As provided in the plan; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. Except as prohibited by the plan, by the same consent as was required to approve the plan.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1434 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1434. Filings required for conversion; effective date

 §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:   (1) 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 required by this chapter;   (5) A statement that the conversion was approved as required by the governing statute of the converted organization; and   (6) If the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that may be used for service of process under section 1435, subsection 3; and   [PL 2007, c. 323, Pt. F, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]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.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2007, c. 323, Pt. F, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 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   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §33 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
31 ME Rev Stat § 1435 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1435. Effect of conversion

 §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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Effect of conversion.  When a conversion takes effect:   A. All property owned by the converting organization remains vested in the converted organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. All debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;   [PL 2005, c. 543, Pt. C, §2 (NEW).]D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]F. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 3.  Foreign organization; Secretary of State as agent.  A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting organization, if before the conversion the converting organization was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of conversion under section 1434, subsection 1, paragraph A, subparagraph (6).   [PL 2007, c. 323, Pt. F, §34 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §34 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
31 ME Rev Stat § 1436 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1436. Merger

 §1436. Merger 1.  Merger requirements.  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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]C. Each of the other organizations complies with its governing statute in effecting the merger.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]D. If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]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.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1437 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1437. Action on plan of merger by constituent limited partnership

 §1437. Action on plan of merger by 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Amend plan or abandon planned merger.  Subject to section 1440 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 1438, a constituent limited partnership may amend the plan or abandon the planned merger:   A. As provided in the plan; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. Except as prohibited by the plan, with the same consent as was required to approve the plan.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1439 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1439. Effect of merger

 §1439. Effect of merger 1.  Effect of merger.  When a merger becomes effective:   A. The surviving organization continues or comes into existence;   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;   [PL 2005, c. 543, Pt. C, §2 (NEW).]C. All property owned by each constituent organization that ceases to exist vests in the surviving organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]D. All debts, liabilities and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;   [PL 2005, c. 543, Pt. C, §2 (NEW).]F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;   [PL 2005, c. 543, Pt. C, §2 (NEW).]H. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8;   [PL 2005, c. 543, Pt. C, §2 (NEW).]I. If the surviving organization is created by the merger:   (1) If the surviving organization is a limited partnership, the certificate of limited partnership becomes effective; or   (2) If the surviving organization is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]J. If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Foreign organization.  A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of merger under section 1438, subsection 2, paragraph G.   [PL 2007, c. 323, Pt. F, §36 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §36 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
31 ME Rev Stat § 1440 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 11: CONVERSION AND MERGER|31 §1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

 §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 converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:   A. The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. The partner has consented to the provision of the partnership agreement.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Consent required for amendment to certificate; exception.  An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:   A. The limited partnership's partnership agreement provides for the amendment with the consent of fewer than all the general partners; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 3.  Insufficient consent.  A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).