reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 8: WINDING UP PARTNERSHIP BUSINESS › 31 §1087. Settlement of accounts and contributions among partners

§1087. Settlement of accounts and contributions among partners
1.  Application of assets.
In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership's obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Settlement of partnership accounts; distributions; contribution.
Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 1034.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Contribution by other partners; recovery.
If a partner fails to contribute the full amount required under subsection 2, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 1034. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 1034.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Contribution for losses after settlement.
After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 1034.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Deceased partner's estate liable.
The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
6.  Enforcement for creditors.
An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 9: CONVERSIONS AND MERGERS › 31 §1091. Definitions

§1091. Definitions
As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
1.  Corporation.
"Corporation" means a corporation created under the Maine Business Corporation Act, predecessor law or comparable law of another jurisdiction.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Limited partner.
"Limited partner" means a limited partner in a limited partnership and a limited partner in a limited liability partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
6.  Limited partnership.
"Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, predecessor law or comparable law of another jurisdiction.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
8.  Partner.
"Partner" includes both a general partner and a limited partner.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
9.  Partnership.
"Partnership" means a partnership formed under section 1022 or any predecessor law.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 9: CONVERSIONS AND MERGERS › 31 §1092. Conversion of partnership to limited partnership (REPEALED)

§1092. Conversion of partnership to limited partnership
(REPEALED)
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW). PL 2009, c. 56, §24 (RP).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 9: CONVERSIONS AND MERGERS › 31 §1094. Effect of conversion

§1094. Effect of conversion
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Effective date.
When a conversion takes effect:
A. All property owned by the converting partnership remains vested in the converted entity;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. All obligations of the converting partnership continue as obligations of the converted entity; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. An action or proceeding pending by or against the converting partnership may be continued as if the conversion had not occurred.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 9: CONVERSIONS AND MERGERS › 31 §1095. Merger of partnerships

§1095. Merger of partnerships
1.  Merger pursuant to plan.
Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more partnerships or limited partnerships.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Plan of merger.
The plan of merger must set forth:
A. The name, the jurisdiction of organization and the date of organization of each partnership or limited partnership that is a party to the merger;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The name of the surviving entity into which the other partnerships or limited partnerships will merge;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Whether the surviving entity is a partnership or a limited partnership and the status of each partner;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
D. The terms and conditions of the merger;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
E. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
F. The street address of the surviving entity's chief executive office.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Approval of plan.
The plan of merger must be approved:
A. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Amendment or abandonment.
After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Effective date of merger.
The merger takes effect on the later of:
A. The approval of the plan of merger by all parties to the merger, as provided in subsection 3;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Any effective date specified in the plan of merger.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 9: CONVERSIONS AND MERGERS › 31 §1098. Nonexclusive

§1098. Nonexclusive
This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 10: MISCELLANEOUS PROVISIONS › 31 §1101. Uniformity of application and construction

§1101. Uniformity of application and construction
This chapter must be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 10: MISCELLANEOUS PROVISIONS › 31 §1102. Short title

§1102. Short title
This chapter may be known and cited as "the Uniform Partnership Act."   [PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 10: MISCELLANEOUS PROVISIONS › 31 §1103. Effective date

§1103. Effective date
This chapter takes effect July 1, 2007.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 10: MISCELLANEOUS PROVISIONS › 31 §1104. Applicability

§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   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Before July 1, 2007 that elects, as provided by subsection 3, to be governed by this chapter.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Application on and after July 1, 2007.
On and after July 1, 2007, this chapter governs all partnerships.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 10: MISCELLANEOUS PROVISIONS › 31 §1105. Rules of construction

§1105. Rules of construction
1.  Savings clause.
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Freedom to contract.
It is the policy of the chapter to give maximum effect to the freedom of contract and to the enforceability of partnership agreements.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Law and equity.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Statutes in derogation of common law.
Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Obligations of contract.
Neither this chapter nor any amendment of this chapter may be construed to impair the obligations of any contract existing when this chapter or amendment goes into effect.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1301. Short title

§1301. Short title
This chapter may be known and cited as "the Uniform Limited Partnership Act of 2007."   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1304. Nature, purpose and duration of entity

§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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Purpose.
A limited partnership may be organized under this chapter for any lawful purpose.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Duration.
A limited partnership has a perpetual duration.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1305. Powers

§1305. Powers
A limited partnership has the powers to do all things necessary or convenient to carry on 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1306. Governing law

§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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1307. Supplemental principles of law; rate of interest

§1307. Supplemental principles of law; rate of interest
1.  Principles of law and equity supplement.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Default interest rate.
If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 14, section 1602-B.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1310. Effect of partnership agreement; nonwaivable provisions

§1310. Effect of partnership agreement; nonwaivable provisions
1.  Agreement governs; default.
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Nonwaivable provisions.
A partnership agreement may not:
A. Vary a limited partnership's power under section 1305 to sue, be sued and defend in its own name;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Vary the law applicable to a limited partnership under section 1306;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. Vary the requirements of section 1324;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. Vary the information required 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 liquidated damages, for a breach of any reasonable restriction on use;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. Vary the power of a person to dissociate as a general partner under section 1374, subsection 1 except to require that the notice under section 1373, subsection 1 be in a record;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. Vary the power of a court to decree dissolution in the circumstances specified in section 1392;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
G. Vary the requirement to wind up the partnership's business as specified in section 1393;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
H. Unreasonably restrict the right to maintain an action under subchapter 10;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
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   [PL 2005, c. 543, Pt. C, §2 (NEW).]
J. Restrict rights under this chapter of a person other than a partner or a transferee.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1311. Required information

§1311. Required information
A limited partnership shall maintain at its principal office the following information:   [PL 2007, c. 323, Pt. F, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
1.  List of partners.
A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Certificate, amendments, restatements, powers of attorney.
A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Conversion or merger.
A copy of any filed articles of conversion or merger;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Income tax returns and reports.
A copy of the limited partnership's federal, state and local income tax returns and reports, if any, for the 3 most recent years;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Partnership agreement, amendments.
A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
6.  Financial statement.
A copy of any financial statement of the limited partnership for the 3 most recent years;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
7.  Annual reports.
A copy of the 3 most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to section 1330;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
8.  Record of consent.
A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
[PL 2005, c. 543, Pt. C, §2 (NEW).]
9.  Record of contributions, transferable interests, events causing dissolution.
Unless contained in a partnership agreement made in a record, a record stating:
A. The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. Events upon the happening of which the limited partnership is to be dissolved and its activities wound up.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §2 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1312. Business transactions of partner with partnership

§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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1313. Dual capacity

§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 is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1314. Registered office; registered agent (REPEALED)

§1314. Registered office; registered agent
(REPEALED)
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §3 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1314-A. Registered agent of domestic or foreign limited partnership

§1314-A. Registered agent of domestic or foreign limited partnership
Each limited partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A.   [PL 2007, c. 535, Pt. B, §10 (NEW).]
SECTION HISTORY
PL 2007, c. 535, Pt. B, §10 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1315. Change of registered office or registered agent (REPEALED)

§1315. Change of registered office or registered agent
(REPEALED)
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §4 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1316. Resignation of registered agent (REPEALED)

§1316. Resignation of registered agent
(REPEALED)
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §5 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1317. Service of process (REPEALED)

§1317. Service of process
(REPEALED)
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §6 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1317-A. Service of process on domestic or foreign limited partnership

§1317-A. Service of process on domestic or foreign limited partnership
Service of process, notice or demand required or permitted by law on a domestic or foreign limited partnership authorized to transact business in this State is governed by Title 5, section 113.   [PL 2007, c. 323, Pt. F, §7 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2007, c. 323, Pt. F, §7 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1318. Consent and proxies of partners

§1318. 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › 31 §1321. Formation of limited partnership; certificate of limited partnership

§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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The information required by Title 5, section 105, subsection 1;   [PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
C. The name and the street and mailing address of each general partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. Whether the limited partnership is a limited liability limited partnership; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. Any additional information required by subchapter 11.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Formed when filed.
If there has been substantial compliance with subsection 1, subject to section 1326, subsection 3 a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Inconsistencies between agreement and filed document.
Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited 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   [PL 2005, c. 543, Pt. C, §2 (NEW).]
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.   [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, §8 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › 31 §1323. Statement of termination

§1323. 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:   [PL 2005, c. 543, Pt. C, §2 (NEW).]
1.  Name.
The name of the limited partnership;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Date of initial certificate.
The date of filing of its initial certificate of limited partnership; and
[PL 2005, c. 543, Pt. C, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
At the time of filing the statement under this section, the Secretary of State may require the limited partnership to file the annual report required to be filed under section 1330, subsection 1 and pay any fees or penalties owed to the Secretary of State under section 1399.   [PL 2007, c. 231, §36 (NEW); PL 2007, c. 231, §40 (AFF).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 231, §36 (AMD). PL 2007, c. 231, §40 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › 31 §1325. Signing and filing pursuant to judicial order

§1325. 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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The person to deliver the record to the Secretary of State for filing; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The Secretary of State to file the record unsigned.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
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 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Effective without signature.
A record filed unsigned pursuant to this section is effective without being signed.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › 31 §1327. Correcting filed record

§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 previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Contents of statement.
A statement of correction may not state a delayed effective date and must:
A. Describe the record to be corrected, including its filing date;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. Correct the incorrect information or defective signature.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Effective date of correction.
When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
A. For the purposes of section 1303, subsections 3 and 4; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. As to persons relying on the uncorrected record and adversely affected by the correction.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › 31 §1328. Liability for false information in filed record

§1328. Liability for false information in filed record
1.  Damages for record containing false information.
If 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   [PL 2005, c. 543, Pt. C, §2 (NEW).]
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 change of registered agent as required by Title 5, section 108 or a statement of correction as required by section 1327.   [PL 2007, c. 323, Pt. F, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. F, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §14 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › 31 §1329. Certificate of existence; certificate of authority; certificate of fact

§1329. Certificate of existence; certificate of authority; certificate of fact
1.  Application.
Any person may apply to the Secretary of State for a certificate of existence for a domestic limited partnership or a certificate of authority for a foreign limited partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Contents.
A certificate of existence or certificate of authority sets forth:
A. The limited partnership's name used in this State;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. That, if a domestic limited partnership, the limited partnership is duly formed under the laws of this State and the date of its formation;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. That, if a foreign limited partnership, the foreign limited partnership is authorized to transact business in this State, the date on which the limited partnership was authorized to transact business in this State and its jurisdiction of organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. That all fees and penalties owed to this State have been paid if:
(1) Payment is reflected in the records of the Secretary of State; and
(2) Nonpayment affects the existence or authorization of the domestic or foreign limited partnership;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. That the limited partnership's most recent annual report required by section 1330 has been delivered to the Secretary of State; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Evidence of existence or authority.
Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited partnership is in existence or is authorized to transact business in this State.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Certificate of fact.
In addition to the certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 3: LIMITED PARTNERS › 31 §1341. Becoming limited partner

§1341. Becoming limited partner
A person becomes a limited partner:   [PL 2005, c. 543, Pt. C, §2 (NEW).]
1.  Partnership agreement.
As provided in the partnership agreement;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Conversion or merger.
As the result of a conversion or merger under subchapter 11; or
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Consent.
With the consent of all the partners.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 3: LIMITED PARTNERS › 31 §1342. No right or power as limited partner to bind limited partnership

§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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 3: LIMITED PARTNERS › 31 §1343. No liability as limited partner for limited partnership obligations

§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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 3: LIMITED PARTNERS › 31 §1345. Limited duties of limited partners

§1345. Limited duties of limited partners
1.  No fiduciary duty.
A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Good faith and fair dealing.
A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Limited partner's own interest.
A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 3: LIMITED PARTNERS › 31 §1346. Person erroneously believing self to be limited partner

§1346. Person erroneously believing self to be limited partner
1.  Not liable for enterprise's obligations.
Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
A. Causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Liable to 3rd party.
A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Right to withdraw without breach.
If a person makes a diligent effort in good faith to comply with subsection 1, paragraph A and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection 1, paragraph B even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 4: GENERAL PARTNERS › 31 §1351. Becoming general partner

§1351. Becoming general partner
A person becomes a general partner:   [PL 2005, c. 543, Pt. C, §2 (NEW).]
1.  Partnership agreement.
As provided in the partnership agreement;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Admitted general partner.
Under section 1391, subsection 3, paragraph B following the dissociation of a limited partnership's last general partner;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Conversion or merger.
As the result of a conversion or merger under subchapter 11; or
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Consent.
With the consent of all the partners.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 4: GENERAL PARTNERS › 31 §1352. General partner agent of limited partnership

§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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Agent only if actually authorized.
An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 4: GENERAL PARTNERS › 31 §1353. Limited partnership liable for general partner's actionable conduct

§1353. Limited partnership liable for general partner's actionable conduct
1.  General partner acting in ordinary course or with authority.
A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Misapplication of money or property by general partner.
If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).