reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 17: UNIFORM PARTNERSHIP ACT › Subchapter 1: GENERAL PROVISIONS › 31 §1015. Powers

§1015. Powers
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter, including the power to make rules not inconsistent with this chapter. 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. 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 1: GENERAL PROVISIONS › 31 §1016. Access to Secretary of State's database

§1016. Access to Secretary of State's database
The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt rules to establish a fee schedule and governing procedures. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.   [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 1: GENERAL PROVISIONS › 31 §1017. Publications

§1017. Publications
1.  Informational publications.
The Secretary of State may establish by rule a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Funds; fees deposited.
All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications.
[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 2: NATURE OF PARTNERSHIP › 31 §1021. Partnership as entity

§1021. Partnership as entity
1.  Distinct from partners.
A partnership is an entity distinct from its partners.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Limited liability partnership.
A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 821.
[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 2: NATURE OF PARTNERSHIP › 31 §1022. Formation of partnership

§1022. Formation of partnership
1.  Formation of partnership.
Except as otherwise provided in subsection 2, the association of 2 or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Not partnership.
An association formed under a statute other than this chapter, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Determination of formation; rules.
In determining whether a partnership is formed, the following rules apply.
A. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(1) Of a debt by installments or otherwise;
(2) For services as an independent contractor or of wages or other compensation to an employee;
(3) Of rent;
(4) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;
(5) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or
(6) For the sale of the goodwill of a business or other property by installments or otherwise.   [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 2: NATURE OF PARTNERSHIP › 31 §1023. Partnership property

§1023. Partnership property
Property acquired by a partnership is property of the partnership and not of the partners individually.   [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 2: NATURE OF PARTNERSHIP › 31 §1024. When property is partnership property

§1024. When property is partnership property
1.  Partnership property.
Property is partnership property if acquired in the name of:
A. The partnership; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Property acquired by partnership.
Property is acquired in the name of the partnership by a transfer to:
A. The partnership in its name; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Presumed to be partnership property.
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Presumed to be separate property.
Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
[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 3: RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › 31 §1031. Partner agent of partnership

§1031. Partner agent of partnership
1.  Partner as agent.
Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Other act binding on partnership if authorized.
An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
[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 3: RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › 31 §1032. Transfer of partnership property

§1032. Transfer of partnership property
1.  Transfer of partnership property.
Partnership property may be transferred as follows.
A. Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to those partners of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to those persons of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Recovery of property from transferee.
A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 1031 and:
A. As to a subsequent transferee who gave value for property transferred under subsection 1, paragraph A or B, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. As to a transferee who gave value for property transferred under subsection 1, paragraph C, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  No recovery.
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection 2, from any earlier transferee of the property.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  All partners' interests in one person.
If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
[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 3: RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › 31 §1033. Partnership liable for partner's actionable conduct

§1033. Partnership liable for partner's actionable conduct
1.  Partnership liable for loss, injury or penalty.
A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Partnership liable for misapplication.
If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
[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 3: RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › 31 §1035. Actions by and against partnership and partners

§1035. Actions by and against partnership and partners
1.  Sue and be sued.
A partnership may sue and be sued in the name of the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Action against partnership and partners.
An action may be brought against the partnership and, to the extent not inconsistent with section 1034, any or all of the partners in the same action or in separate actions.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Judgment against partnership; partner.
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Execution against assets of partner.
A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 1034 and:
A. A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The partnership is a debtor in bankruptcy;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. The partner has agreed that the creditor need not exhaust partnership assets;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
D. A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
E. Liability is imposed on the partner by law or contract independent of the existence of the partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Application to partnership liability or obligation.
This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 1036.
[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 3: RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › 31 §1036. Liability of purported partner

§1036. Liability of purported partner
1.  Liability of purported partner.
If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Purported partner as agent.
If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Liability of dissociated partner.
A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Nonpartners not liable as partners.
Except as otherwise provided in subsections 1 and 2, persons who are not partners as to each other are not liable as partners to other persons.
[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 4: RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › 31 §1042. Distributions in kind

§1042. Distributions in kind
A partner has no right to receive, and may not be required to accept, a distribution in kind.   [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 4: RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › 31 §1043. Partner's rights and duties with respect to information

§1043. Partner's rights and duties with respect to information
1.  Books and records at chief executive office.
A partnership shall keep its books and records, if any, at its chief executive office.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Access to books and records.
A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Furnishing of information.
Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
A. Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.   [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 4: RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › 31 §1044. General standards of partner's conduct

§1044. General standards of partner's conduct
1.  Partner's fiduciary duties.
The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections 2 and 3 as those duties may be clarified or limited in the partnership agreement to the extent and in the manner authorized by section 1003, subsection 2.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Duty of loyalty limited.
A partner's duty of loyalty to the partnership and the other partners is limited to the following:
A. To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. To refrain from knowingly dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Duty of care.
A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Obligation of good faith and fair dealing.
A 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, as those obligations may be clarified in the partnership agreement to the extent and in the manner authorized by section 1003, subsection 2.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Partner's own interest.
A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
6.  Loan to and business with partnership.
A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
7.  Personal or legal representative.
This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
[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 4: RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › 31 §1045. Actions by partnership and partners

§1045. Actions by partnership and partners
1.  Partnership action against partner.
A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Partner action against partnership.
A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
A. Enforce the partner's rights under the partnership agreement;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Enforce the partner's rights under this chapter, including:
(1) The partner's rights under sections 1041, 1043 and 1044;
(2) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 1071 or enforce any other right under subchapter 6 or 7; or
(3) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under subchapter 8; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  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. 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 4: RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › 31 §1046. Continuation of partnership beyond definite term or particular undertaking

§1046. Continuation of partnership beyond definite term or particular undertaking
1.  Rights and duties as at expiration or completion.
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Presumption of agreement to continue.
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
[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 5: TRANSFEREES AND CREDITORS OF PARTNER › 31 §1051. Partner not co-owner of partnership property

§1051. Partner not co-owner of partnership property
A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.   [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 5: TRANSFEREES AND CREDITORS OF PARTNER › 31 §1052. Partner's transferable interest in partnership

§1052. Partner's transferable interest in partnership
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership, the allocations of income, gain, loss, deduction or credit or similar items related to such profits and losses and the partner's right to receive distributions. The interest is personal property.   [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 5: TRANSFEREES AND CREDITORS OF PARTNER › 31 §1053. Transfer of partner's transferable interest

§1053. Transfer of partner's transferable interest
1.  Transfer of interest.
A transfer, in whole or in part, of a partner's transferable interest in the partnership:
A. Is permissible;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Transferee of partner's interest.
A transferee of a partner's transferable interest in the partnership has a right:
A. To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. To seek under section 1081, subsection 6, a judicial determination that it is equitable to wind up the partnership business.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Account of transaction to transferee.
In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Rights and duties retained.
Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Effect to transferee's rights; notice.
A partnership need not give effect to a transferee's rights under this section until the partnership has notice of the transfer.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
6.  Transfer in violations.
A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
[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 5: TRANSFEREES AND CREDITORS OF PARTNER › 31 §1054. Partner's transferable interest subject to charging order

§1054. Partner's transferable interest subject to charging order
1.  Charging order; interest of judgment debtor.
On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Charging order; lien.
A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Redemption of charged interest.
At any time before foreclosure, an interest charged may be redeemed:
A. By the judgment debtor;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. With property other than partnership property, by one or more of the other partners; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Exemptions apply.
This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5.  Exclusive remedy for judgment creditor.
This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in 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 6: PARTNER'S DISSOCIATION › 31 §1062. Partner's power to dissociate; wrongful dissociation

§1062. Partner's power to dissociate; wrongful dissociation
1.  By express will.
A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 1061, subsection 1.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Wrongful dissociation.
A partner's dissociation is wrongful only if:
A. It is in breach of an express provision of the partnership agreement; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(1) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under section 1061, subsections 6 to 10 or wrongful dissociation under this subsection;
(2) The partner is expelled by judicial determination under section 1061, subsection 5;
(3) The partner is dissociated by becoming a debtor in bankruptcy; or
(4) In the case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because the partner willfully dissolved or terminated.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Liability for wrongful dissociation.
A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
[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 6: PARTNER'S DISSOCIATION › 31 §1063. Effect of partner's dissociation

§1063. Effect of partner's dissociation
1.  Appreciation of law.
If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter 8 applies; otherwise, subchapter 7 applies.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Internal effects of partner's dissociation.
Upon a partner's dissociation:
A. The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 1083;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The partner's duty of loyalty under section 1044, subsection 2, paragraph C terminates; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. The partner's duty of loyalty under section 1044, subsection 2, paragraphs A and B and duty of care under section 1044, subsection 3 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 1083.   [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 7: PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP › 31 §1072. Dissociated partner's power to bind and liability to partnership

§1072. Dissociated partner's power to bind and liability to partnership
1.  Apparent authority of dissociated partner.
For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter 9, is bound by an act of the dissociated partner that would have bound the partnership under section 1031 before dissociation only if at the time of entering into the transaction the other party:
A. Reasonably believed that the dissociated partner was then a partner;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Did not have notice of the partner's dissociation; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Is not deemed to have notice under section 1074, subsection 2.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Liability for obligation after dissociation.
A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection 1.
[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 7: PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP › 31 §1073. Dissociated partner's liability to other persons

§1073. Dissociated partner's liability to other persons
1.  Liability for partnership obligation.
A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection 2.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Liability to other party.
A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter 9, within 2 years after the partner's dissociation, only if the partner is liable for the obligation under section 1034 and at the time of entering into the transaction the other party:
A. Reasonably believed that the dissociated partner was then a partner;   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Did not have notice of the partner's dissociation; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Is not deemed to have had notice under section 1074, subsection 2.   [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Released from liability for partnership obligation by agreement.
By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4.  Released from liability for partnership obligation because of material alteration.
A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
[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 7: PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP › 31 §1074. Statement of dissociation

§1074. Statement of dissociation
1.  Filing of statement.
A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Deemed to have notice.
For the purposes of section 1072, subsection 1, paragraph C and section 1073, subsection 2, paragraph C, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
[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 7: PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP › 31 §1075. Continued use of partnership name

§1075. Continued use of partnership name
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.   [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 8: WINDING UP PARTNERSHIP BUSINESS › 31 §1082. Partnership continues after dissolution

§1082. Partnership continues after dissolution
1.  Continuation for purpose of winding up.
Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Waiver of right to wind up business; terminate partnership.
At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
A. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The rights of a 3rd party accruing under section 1084, subsection 1 or arising out of conduct in reliance on the dissolution before the 3rd party knew or received a notification of the waiver may not be adversely affected.   [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 8: WINDING UP PARTNERSHIP BUSINESS › 31 §1083. Right to wind up partnership business

§1083. Right to wind up partnership business
1.  Participation of partner; judicial supervision.
After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Legal representative of last surviving partner.
The legal representative of the last surviving partner may wind up a partnership's business.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3.  Powers of person winding up business.
A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 1087, settle disputes by mediation or arbitration and perform other necessary acts.
[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 8: WINDING UP PARTNERSHIP BUSINESS › 31 §1084. Partner's power to bind partnership after dissolution

§1084. Partner's power to bind partnership after dissolution
Subject to section 1085, a partnership is bound by a partner's act after dissolution that:   [PL 2005, c. 543, Pt. A, §2 (NEW).]
1.  Appropriate act.
Is appropriate for winding up the partnership business; or
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Act would have bound partnership.
Would have bound the partnership under section 1031 before dissolution, if the other party to the transaction did not have notice of the dissolution.
[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 8: WINDING UP PARTNERSHIP BUSINESS › 31 §1085. Statement of dissolution

§1085. Statement of dissolution
1.  Filing of statement.
After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Deemed to have notice.
For the purposes of sections 1031 and 1084, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 30 days after it is filed.
[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 8: WINDING UP PARTNERSHIP BUSINESS › 31 §1086. Partner's liability to other partners after dissolution

§1086. Partner's liability to other partners after dissolution
1.  Liable for partner's share.
Except as otherwise provided in subsection 2 and section 1034, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1084.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
2.  Liability for inappropriate act.
A partner who, with knowledge of the dissolution, incurs a partnership liability under section 1084, subsection 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).