reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 8: DISSOLUTION › 31 §1401. Appeal from denial of reinstatement of domestic limited partnership

§1401. Appeal from denial of reinstatement of domestic limited partnership
1.  Denial of reinstatement.
If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership as required by section 1399, subsection 10 with a written notice that explains the reason or reasons for denial.
[PL 2007, c. 323, Pt. F, §26 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Appeal.
A domestic limited partnership may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the limited partnership's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The limited partnership appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the limited partnership's application for reinstatement and the Secretary of State's notice of denial.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Court action.
The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited partnership or may take other action the court considers appropriate.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Final decision.
The court's final decision in an appeal under this section may be appealed as in other civil proceedings.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §26 (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 8: DISSOLUTION › 31 §1401-A. Revival of domestic limited partnership after dissolution

§1401-A. Revival of domestic limited partnership after dissolution
1.  Determination of need to revive partnership.
If the Secretary of State finds that a domestic limited partnership has dissolved in any manner under this subchapter and that the domestic limited partnership should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the domestic limited partnership.
[PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
2.  Certificate of revival.
The certificate of revival must include:
A. The name of the domestic limited partnership and its original date of organization;   [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
B. The name of the domestic limited partnership's registered agent and the address of its registered agent at the time of dissolution;   [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
C. The name and address of the party or parties requesting the revival;   [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
D. The purpose or purposes for which revival is requested; and   [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
E. The time period needed to complete the purpose or purposes specified under paragraph D.   [PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
[PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
3.  Notice of revival.
The Secretary of State shall issue a notice to the domestic limited partnership to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this subsection.
[PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
4.  Termination of revival.
When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall issue a notice to the domestic limited partnership at the address provided in subsection 2, paragraph C that the status of the limited partnership has returned to the status prior to filing the certificate of revival under this section.
[PL 2007, c. 231, §37 (NEW); PL 2007, c. 231, §40 (AFF).]
SECTION HISTORY
PL 2007, c. 231, §37 (NEW). PL 2007, c. 231, §40 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 8: DISSOLUTION › 31 §1403. Late reinstatement of domestic limited partnership after administrative dissolution

§1403. Late reinstatement of domestic limited partnership after administrative dissolution
1.  Application to reinstate domestic limited partnership.
A domestic limited partnership that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must:
A. Provide the name of the domestic limited partnership and the effective date of its administrative dissolution;   [PL 2015, c. 254, §4 (NEW).]
B. Provide a statement together with supporting documentation that the general partner signing the application is duly authorized to act for the domestic limited partnership;   [PL 2015, c. 254, §4 (NEW).]
C. Establish that the grounds for dissolution either did not exist or have been eliminated;   [PL 2015, c. 254, §4 (NEW).]
D. Demonstrate that the domestic limited partnership's name satisfies the requirements of section 1308 or that the domestic limited partnership is filing an amendment to change the name to satisfy the requirements of section 1308;   [PL 2015, c. 254, §4 (NEW).]
E. Attest that no lawsuits are pending against the domestic limited partnership; and   [PL 2015, c. 254, §4 (NEW).]
F. Explain the reason or reasons that reinstatement is being requested.   [PL 2015, c. 254, §4 (NEW).]
[PL 2015, c. 254, §4 (NEW).]
2.  Determination of need to reinstate domestic limited partnership.
If the Secretary of State determines that the application satisfies the provisions of subsection 1 and is accompanied by the reinstatement fee set forth in section 1460, subsection 6, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State may deny reinstatement if there are material misstatements provided in the application. The Secretary of State shall use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership.
[PL 2015, c. 254, §4 (NEW).]
3.  Effect of reinstatement.
When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of the administrative dissolution, and the domestic limited partnership resumes activities as if the administrative dissolution had not occurred.
[PL 2015, c. 254, §4 (NEW).]
SECTION HISTORY
PL 2015, c. 254, §4 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 9: FOREIGN LIMITED PARTNERSHIPS › 31 §1411. Governing law

§1411. Governing law
1.  Law under which organized governs.
The laws of the State or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Difference in laws.
A foreign limited partnership may not be denied a certificate of authority under this subchapter by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this State.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Certificate of authority.
A certificate of authority under this subchapter does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 9: FOREIGN LIMITED PARTNERSHIPS › 31 §1412. Application for certificate of authority

§1412. Application for certificate of authority
1.  Application.
A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state:
A. The name of the foreign limited partnership and, if the name does not comply with section 1308, the name under which it proposes to apply for authority to do business pursuant to section 1415, subsection 1;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The name of the State or other jurisdiction under whose law the foreign limited partnership is organized and its date of formation;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. The information required by Title 5, section 105, subsection 1;   [PL 2007, c. 323, Pt. F, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
E. The name and street and mailing address of each of the foreign limited partnership's general partners; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. Whether the foreign limited partnership is a foreign limited liability limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Certificate of existence or similar record.
A foreign limited partnership shall deliver with the completed application under subsection 1 a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the limited partnership's publicly filed records in the State or other jurisdiction under whose law the foreign limited partnership is organized. The certificate of existence must have been made not more than 90 days prior to delivery of the application for filing.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §27 (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 9: FOREIGN LIMITED PARTNERSHIPS › 31 §1412-A. Amendments to application

§1412-A. Amendments to application
1.  Amendments to application.
If any statement in the application for authority to do business of a foreign limited partnership requires change as a result of subsequent events, the foreign limited partnership shall promptly file with the Secretary of State a certificate, executed by a general partner, amending the statement. The statement must include:
A. The name of the foreign limited partnership;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The jurisdiction of organization and the date of its organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The date the foreign limited partnership was granted authority to transact business in this State; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. The information that is causing the amendment to be filed.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Changes requiring prompt delivery of amendment.
A foreign limited partnership shall promptly deliver to the Secretary of State for filing an amended application for authority to reflect:
A. The admission of a new general partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The dissociation of a person as a general partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The change in the address of one or more of the general partners from that appearing on the record of the office of the Secretary of State. The application must be amended to set forth the new business, residence or mailing address of each partner; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. The address of the registered or principal office of the limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Responsibility of general partner.
A general partner that knows that any information in a filed application of authority was false when the certificate was filed or has become false due to changed circumstances shall promptly:
A. Cause the application to be amended; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If appropriate, deliver to the Secretary of State for filing a statement of change pursuant to section 1315 or a statement of correction pursuant to section 1327.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Amendment at any time.
An application for authority may be amended at any time for any other proper purpose as determined by the foreign limited partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Effective when filed.
Subject to section 1326, subsection 3, an amended application for authority is effective when filed by the Secretary of State.
[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 9: FOREIGN LIMITED PARTNERSHIPS › 31 §1413. Activities not constituting transacting business

§1413. Activities not constituting transacting business
1.  Activities not constituting transacting business.
Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this subchapter include:
A. Maintaining, defending and settling an action or proceeding;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Holding meetings of its partners or carrying on any other activity concerning its internal affairs;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. Maintaining accounts in financial institutions;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. Selling through independent contractors;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
G. Creating or acquiring indebtedness, mortgages or security interests in real or personal property;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
H. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
I. Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
J. Transacting business in interstate commerce.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Ownership of property.
For purposes of this subchapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this State.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Service of process, taxation or regulation under other law.
This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation under any other law of this State.
[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 9: FOREIGN LIMITED PARTNERSHIPS › 31 §1414. Filing of certificate of authority

§1414. Filing of certificate of authority
Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this State and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative.   [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 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 11: CONVERSION AND MERGER › 31 §1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

§1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
1.  Act of general partner before conversion or merger.
An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. At the time the 3rd party enters into the transaction, the 3rd party:
(1) Does not have notice of the conversion or merger; and
(2) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Act of dissociated general partner before conversion or merger.
An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 if the person had been a general partner; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. At the time the 3rd party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the 3rd party:
(1) Does not have notice of the dissociation;
(2) Does not have notice of the conversion or merger; and
(3) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Liable for damage.
If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable:
A. To the converted or surviving organization for any damage caused to the organization arising from the obligation; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.   [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 11: CONVERSION AND MERGER › 31 §1443. Subchapter not exclusive

§1443. Subchapter not exclusive
This subchapter does not preclude an entity from being converted or merged under other law.   [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 12: MISCELLANEOUS PROVISIONS › 31 §1451. Uniformity of application and construction

§1451. Uniformity of application and construction
In applying and construing this Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.   [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 12: MISCELLANEOUS PROVISIONS › 31 §1452. Relation to electronic signatures in global and national commerce act

§1452. Relation to electronic signatures in global and national commerce act
This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 12: MISCELLANEOUS PROVISIONS › 31 §1454. Savings clause

§1454. Savings clause
This chapter does not affect an action commenced, proceeding brought or right accrued before this chapter takes effect.   [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 12: MISCELLANEOUS PROVISIONS › 31 §1455. Duty of Secretary of State

§1455. Duty of Secretary of State
The Secretary of State's duty to file documents under this chapter is ministerial. The filing or refusal to file a document does not:   [PL 2005, c. 543, Pt. C, §2 (NEW).]
1.  Validity of documents.
Affect the validity or invalidity of the document in whole or in part;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Correctness of information.
Relate to the correctness or incorrectness of information contained in the document; or
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Presumption of validity or correctness.
Create a presumption that the document is valid or invalid or that the information in the document is correct or incorrect.
[PL 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 12: MISCELLANEOUS PROVISIONS › 31 §1456. Rules

§1456. Rules
The Secretary of State may adopt rules not inconsistent with this chapter pertaining to the filing of documents with the Secretary of State. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A. These may include, but are not limited to, rules to:   [PL 2005, c. 543, Pt. C, §2 (NEW).]
1.  Forms.
Prescribe forms for any or all documents required or permitted to be delivered for filing under this chapter and to refuse to file documents not utilizing these prescribed forms;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Approve filing.
Refuse to file any document that is not clearly legible or that may not be clearly reproducible photographically;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Appoint designee.
Appoint a designee or other agent to receive documents for filing and to file documents on behalf of the Secretary of State;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Electronic filings; facsimile signatures.
Permit the filing of documents by electronic transmission and permit facsimile signatures on documents to be filed;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Effective dates of filings.
Unless specifically stated in this chapter, set forth the effective dates of filings required by this chapter; and
[PL 2005, c. 543, Pt. C, §2 (NEW).]
6.  Annual report filing date.
Provide alternative dates for filing annual reports and for determining the dates covered by those reports.
[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 12: MISCELLANEOUS PROVISIONS › 31 §1457. Expedited service

§1457. Expedited service
The Secretary of State may provide an expedited service for the processing of documents in accordance with this chapter. If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance with the Maine Administrative Procedure Act. All fees collected for expedited service must be deposited into a fund for use by the Secretary of State in providing an improved filing service.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).