reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 4: GENERAL PARTNERS › 31 §1354. General partner's liability

§1354. General partner's liability
1.  Joint and several liability.
Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Pre-existing obligation.
A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Obligation of limited liability limited partnership.
Subject to the provisions of subsection 4, an obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 1356, subsection 2, paragraph B.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Professional limited liability limited partnership exception.
A partner of a professional limited liability limited partnership is jointly and severally liable for claims arising from the rendering of a professional service by such a professional limited liability partnership if that partner:
A. Personally and directly participated in rendering that portion of the professional service that was performed negligently or in breach of any other legal duty; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Directly supervised and controlled that portion of the professional service rendered by another person that was performed negligently or in breach of any other legal duty.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
For purposes of this subsection, a "professional limited liability limited partnership" means a limited liability limited partnership that, by virtue of the business conducted by it, would be required to incorporate under the Maine Professional Service Corporation Act if that limited partnership were a corporation.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 4: GENERAL PARTNERS › 31 §1355. Actions by and against partnership and partners

§1355. Actions by and against partnership and partners
1.  General partner as party.
To the extent not inconsistent with section 1354, a general partner may be joined in an action against the limited partnership or named in a separate action.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Judgment against limited partnership.
A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Judgment creditor of general partner.
A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless the partner is personally liable for the claim under section 1354 and:
A. A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The limited partnership is a debtor in bankruptcy;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The general partner has agreed that the creditor need not exhaust limited partnership assets;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited 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. C, §2 (NEW).]
E. Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.   [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 4: GENERAL PARTNERS › 31 §1356. Management rights of general partner

§1356. Management rights of general partner
1.  General partner or partners.
Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Consent required.
The consent of each partner is necessary to:
A. Amend the partnership agreement;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Amend the certificate of limited partnership to add or, subject to section 1440, delete a statement that the limited partnership is a limited liability limited partnership; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. Sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Payments by and liabilities of general partner.
A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Advances by general partner.
A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Payment or advance constitutes loan.
A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection 3 or 4 constitutes a loan to the limited partnership that accrues interest from the date of the payment or advance.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
6.  No remuneration.
A general partner is not entitled to remuneration for services performed for the partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 4: GENERAL PARTNERS › 31 §1358. General standards of general partner's conduct

§1358. General standards of general partner's conduct
1.  Fiduciary duties.
The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Duty of loyalty.
A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:
A. To account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Duty of care.
A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities 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. C, §2 (NEW).]
4.  Good faith and fair dealing.
A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  General partner's own interest.
A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1361. Form of contribution

§1361. Form of contribution
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property and contracts for services to be performed.   [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 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1362. Liability for contribution

§1362. Liability for contribution
1.  Obligation not excused by death, disability or other inability.
A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability or other inability to perform personally.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Obligation to contribute money equal to promised nonmonetary contribution.
If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Obligation in violation of chapter; enforcement by creditor.
The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership that extends credit or otherwise acts in reliance on an obligation described in subsection 1, without notice of any compromise under this subsection, may enforce the original obligation.
[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 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1363. Sharing of distributions

§1363. Sharing of distributions
A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1364. Interim distributions

§1364. Interim distributions
A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.   [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 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1365. No distribution on account of dissociation

§1365. No distribution on account of dissociation
A person does not have a right to receive a distribution on account of dissociation.   [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 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1366. Distribution in kind

§1366. Distribution in kind
A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 1402, subsection 2, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions.   [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 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1367. Right to distribution

§1367. Right to distribution
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.   [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 5: CONTRIBUTIONS AND DISTRIBUTIONS › 31 §1369. Liability for improper distributions

§1369. Liability for improper distributions
1.  General partner liable if consent to distribution not in compliance.
A general partner that consents to a distribution made in violation of section 1368 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 1358.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Partner or transferee liable for excess amount received.
A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 1368 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 1368.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  General partner may implead, compel contribution.
A general partner against which an action is commenced under subsection 1 may:
A. Implead in the action any other person that is liable under subsection 1 and compel contribution from the person; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Implead in the action any person that received a distribution in violation of subsection 2 and compel contribution from the person in the amount the person received in violation of subsection 2.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Action within 2 years.
An action under this section is barred if it is not commenced within 2 years after the distribution.
[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 6: DISSOCIATION › 31 §1372. Effect of dissociation as limited partner

§1372. Effect of dissociation as limited partner
1.  Rights; obligations; interests.
Upon a person's dissociation as a limited partner:
A. Subject to section 1384, the person does not have further rights as a limited partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The person's obligation of good faith and fair dealing as a limited partner under section 1345, subsection 2 continues only as to matters arising and events occurring before the dissociation; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. Subject to section 1384 and subchapter 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Obligations to partnership and partners.
A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 6: DISSOCIATION › 31 §1374. Person's power to dissociate as general partner; wrongful dissociation

§1374. Person's power to dissociate as general partner; wrongful dissociation
1.  Dissociate by express will.
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 1373, subsection 1.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Wrongful dissociation.
A person's dissociation as a general partner is wrongful only if:
A. It is in breach of an express provision of the partnership agreement; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. It occurs before the termination of the limited partnership and:
(1) The person withdraws as a general partner by express will;
(2) The person is expelled as a general partner by judicial determination under section 1373, subsection 5;
(3) The person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(4) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Liability when dissociation wrongful.
A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 1421, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 6: DISSOCIATION › 31 §1375. Effect of dissociation as general partner

§1375. Effect of dissociation as general partner
1.  Rights; duties; statement of dissociation; interests.
Upon a person's dissociation as a general partner:
A. The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The person's duty of loyalty as a general partner under section 1358, subsection 2, paragraph C terminates;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The person's duty of loyalty as a general partner under section 1358, subsection 2, paragraphs A and B and duty of care under section 1358, subsection 3 continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states that the person has dissociated; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. Subject to section 1384 and subchapter 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Obligations to partnership and partners.
A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a general partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 6: DISSOCIATION › 31 §1376. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

§1376. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
1.  Bound by act of dissociated general partner.
After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under subchapter 11 or merged out of existence under subchapter 11, the limited partnership is bound by an act of the person only if:
A. The act would have bound the limited partnership under section 1352 before the dissociation; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. At the time the other party enters into the transaction:
(1) Less than 2 years has passed since the dissociation; and
(2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Liability of dissociated general partner.
If a limited partnership is bound under subsection 1, the person dissociated as a general partner that caused the limited partnership to be bound is liable:
A. To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or 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 6: DISSOCIATION › 31 §1377. Liability to other persons of person dissociated as general partner

§1377. Liability to other persons of person dissociated as general partner
1.  Liability of dissociated general partner.
A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership's obligation incurred after dissociation.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Liability when dissociation resulted in dissolution.
A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 1354 on an obligation incurred by the limited partnership under section 1394.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Liability when dissociation did not result in dissolution.
A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
A. A general partner would be liable on the transaction; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. At the time the other party enters into the transaction:
(1) Less than 2 years has passed since the dissociation; and
(2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Release upon agreement with creditor.
By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Release upon creditor's agreement to material alteration without consent.
A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
[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 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › 31 §1381. Partner's transferable interest

§1381. Partner's transferable interest
The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property.   [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 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › 31 §1382. Transfer of partner's transferable interest

§1382. Transfer of partner's transferable interest
1.  Transfer.
A transfer, in whole or in part, of a partner's transferable interest:
A. Is permissible;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection 3 or to inspect or copy the required information or the limited partnership's other records.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Transferee's right to receive.
A transferee has a right to receive, in accordance with the transfer:
A. Distributions to which the transferor would otherwise be entitled; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Upon the dissolution and winding up of the limited partnership's activities, the net amount otherwise distributable to the transferor.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Account for transferee.
In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Transferor retains all other rights, duties and obligations.
Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Notice of transfer.
A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
6.  Transfer in violation of restriction.
A transfer of a partner's transferable interest in the limited 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. C, §2 (NEW).]
7.  Transferee's liability for transferor's obligations.
A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under sections 1361 and 1369. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › 31 §1383. Rights of judgment creditor of partner or transferee

§1383. Rights of judgment creditor of partner or transferee
1.  Court order charging transferable interest; rights of transferee.
On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. 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 to give effect to the charging order.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Charging order a lien; foreclosure; rights of transferee.
A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon 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. C, §2 (NEW).]
3.  Redemption before foreclosure.
At any time before foreclosure, an interest charged may be redeemed:
A. By the judgment debtor;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. With property other than limited partnership property, by one or more of the other partners; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Exemption laws applicable.
This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Exclusive remedy.
This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › 31 §1384. Power of estate of deceased partner

§1384. Power of estate of deceased partner
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 1382 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 1344.   [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 8: DISSOLUTION › 31 §1391. Nonjudicial dissolution

§1391. Nonjudicial dissolution
Except as otherwise provided in section 1392, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:   [PL 2005, c. 543, Pt. C, §2 (NEW).]
1.  Event specified in partnership agreement.
The happening of an event specified in the partnership agreement;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Consent.
The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Dissociation of general partner.
After the dissociation of a person as a general partner:
A. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(2) At least one person is admitted as a general partner in accordance with the consent;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Dissociation of last limited partner.
The passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
[PL 2005, c. 543, Pt. C, §2 (NEW).]
5.  Declaration of dissolution.
The signing and filing of a declaration of dissolution by the Secretary of State under section 1399, subsection 3.
[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 8: DISSOLUTION › 31 §1392. Judicial dissolution

§1392. Judicial dissolution
On application by a partner, the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 8: DISSOLUTION › 31 §1393. Winding up

§1393. Winding up
1.  Purpose after dissolution.
A limited partnership continues after dissolution only for the purpose of winding up its activities.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Winding up limited partnership.
In winding up its activities, the limited partnership:
A. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 1323 and perform other necessary acts; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities and marshal and distribute the assets of the partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Appointment to wind up activities.
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
A. Has the powers of a general partner under section 1394; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Shall promptly amend the certificate of limited partnership to state:
(1) That the limited partnership does not have a general partner;
(2) The name of the person that has been appointed to wind up the limited partnership; and
(3) The street and mailing address of the person.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Judicial supervision.
On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
A. The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The applicant establishes other good cause.   [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 8: DISSOLUTION › 31 §1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution

§1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution
1.  General partner's act after dissolution.
A limited partnership is bound by a general partner's act after dissolution that:
A. Is appropriate for winding up the limited partnership's activities; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Would have bound the limited partnership under section 1352 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Dissociated general partner's act after dissolution.
A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
A. At the time the other party enters into the transaction:
(1) Less than 2 years has passed since the dissociation; and
(2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The act:
(1) Is appropriate for winding up the limited partnership's activities; or
(2) Would have bound the limited partnership under section 1352 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.   [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 8: DISSOLUTION › 31 §1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner

§1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner
1.  General partner liable for inappropriate act after dissolution.
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 1394, subsection 1 by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
A. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Dissociated general partner liable for incurring obligation.
If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 1394, subsection 2, the person is liable:
A. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or 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 8: DISSOLUTION › 31 §1396. Known claims against dissolved limited partnership

§1396. Known claims against dissolved limited partnership
1.  Dispose of known claims.
A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Notice of dissolution.
A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
A. Specify the information required to be included in a claim;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Provide a mailing address to which the claim is to be sent;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. State that the claim will be barred if not received by the deadline; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 1354.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Claim barred.
A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and:
A. The claim is not received by the specified deadline; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Claims or liability after dissolution.
This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
[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 8: DISSOLUTION › 31 §1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred

§1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred
If a claim against a dissolved limited partnership is barred under section 1396 or 1397, any corresponding claim under section 1354 is also barred.   [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 8: DISSOLUTION › 31 §1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership

§1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership
1.  Reinstatement following administrative dissolution.
A domestic limited partnership administratively dissolved under section 1399 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution.
A. The application for reinstatement must:
(1) State the name of the domestic limited partnership and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(3) State that the domestic limited partnership's name satisfies the requirements of section 1308.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If the Secretary of State determines that the application contains the information required under this subsection and is accompanied by the reinstatement fee set forth in section 1460, subsection 6, and that the information is correct, 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 shall use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership.   [PL 2007, c. 323, Pt. F, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
C. When the reinstatement is effective under this subsection, it relates back to and takes effect as of the effective date of the administrative dissolution, and the domestic limited partnership resumes business as if the administrative dissolution had not occurred.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Reinstatement after suspension.
A domestic limited partnership that was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement.
A. The reinstatement may be granted if:
(1) The Secretary of State determines that the application contains the information required under subsection 1;
(2) The application for reinstatement is accompanied by the reinstatement fee set forth in section 1460, subsection 6; and
(3) The application for reinstatement is received by the Secretary of State by June 30, 2010.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. A domestic limited partnership that fails to meet the requirements of this subsection is administratively dissolved and may not reinstate.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The name of a domestic limited partnership that is suspended remains in the Secretary of State's record of limited partnership names and is protected for a period of 3 years following suspension.   [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, §25 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).