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Maine Statutes, Title 31

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Maine/Statutes

← All Maine coverage

Title 31, Title 31

11 chapters · 339 sections in this title.

All chapters in Title 31339 Ch 19, Chapter 19112 Ch 21, Chapter 21103 Ch 17, Chapter 1764 Ch 15, Chapter 1552 Ch 1, Chapter 18

112 sections·Filtered byTitle 31✕Ch 19✕

31 M.R.S. § 1372 Effect of dissociation as limited partner
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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 limit…
31 M.R.S. § 1373 Dissociation as general partner
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A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Notice of express will to withdraw. The limited partnership's having notice of the person's express will to withdraw …
31 M.R.S. § 1374 Person's power to dissociate as general partner; wrongful dissociation
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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. 2. Wrongful dissociation. A person's dissociation as a general partner is wrongful only if: A. I…
31 M.R.S. § 1375 Effect of dissociation as general partner
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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. T…

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31 M.R.S. § 1376 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

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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 pers…

31 M.R.S. § 1377 Liability to other persons of person dissociated as general partner

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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 subsection…

31 M.R.S. § 1381 Partner's transferable interest

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The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property.

31 M.R.S. § 1382 Transfer of partner's transferable interest

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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,…

31 M.R.S. § 1383 Rights of judgment creditor of partner or transferee

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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 amou…

31 M.R.S. § 1384 Power of estate of deceased partner

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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 134…

31 M.R.S. § 1391 Nonjudicial dissolution

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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 spec…

31 M.R.S. § 1392 Judicial dissolution

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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.

31 M.R.S. § 1393 Winding up

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1. Purpose after dissolution. A limited partnership continues after dissolution only for the purpose of winding up its activities. 2. Winding up limited partnership. In winding up its activities, the limited partnership: A. May amend its certificate of limited partnership to stat…

31 M.R.S. § 1394 Power of general partner and person dissociated as general partner to bind partnership after dissolution

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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 …

31 M.R.S. § 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

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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 acti…

31 M.R.S. § 1396 Known claims against dissolved limited partnership

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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. 2. Notice of dissolution. A dissolved limited partnership may notify its known claimants of the dissolution in a record. Th…

31 M.R.S. § 1397 Other claims against dissolved limited partnership

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1. Notice of dissolution; claims. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. Notice requirements. The notice must: A. Be published at lea…

31 M.R.S. § 1398 Liability of general partner and person dissociated as general partner when claim against limited partnership barred

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If a claim against a dissolved limited partnership is barred under section 1396 or 1397, any corresponding claim under section 1354 is also barred.

31 M.R.S. § 1399 Administrative dissolution of domestic limited partnership

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1. Grounds for administrative dissolution. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to administratively dissolve a domestic limited partnership if: A. The domestic limited partnership does not…

31 M.R.S. § 1400 Reinstatement following administrative dissolution or suspension of domestic limited partnership

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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 m…

31 M.R.S. § 1401 Appeal from denial of reinstatement of domestic limited partnership

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1. Denial of reinstatement. If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership as required by section 1399, subsection 10 with a written n…

31 M.R.S. § 1401-A Revival of domestic limited partnership after dissolution

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1. Determination of need to revive partnership. If the Secretary of State finds that a domestic limited partnership has dissolved in any manner under this subchapter and that the domestic limited partnership should be revived for any specified purpose or purposes for a specific p…

31 M.R.S. § 1402 Disposition of assets; when contributions required

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1. Assets to satisfy creditors. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent p…

31 M.R.S. § 1403 Late reinstatement of domestic limited partnership after administrative dissolution

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1. Application to reinstate domestic limited partnership. A domestic limited partnership that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the domestic limited partner…

31 M.R.S. § 1411 Governing law

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1. Law under which organized governs. The laws of the State or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the lia…

31 M.R.S. § 1412 Application for certificate of authority

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1. Application. A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state: A. The name of the foreign limited partnership and, if the name…

31 M.R.S. § 1412-A Amendments to application

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1. Amendments to application. If any statement in the application for authority to do business of a foreign limited partnership requires change as a result of subsequent events, the foreign limited partnership shall promptly file with the Secretary of State a certificate, execute…

31 M.R.S. § 1413 Activities not constituting transacting business

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1. Activities not constituting transacting business. Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this subchapter include: A. Maintaining, defending and settling an action or proceeding; [PL 2005, c. 5…

31 M.R.S. § 1414 Filing of certificate of authority

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Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of a…

31 M.R.S. § 1415 Fictitious name of foreign limited partnership

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1. Requirements for use of fictitious name. As used in this section, "fictitious name" means a name adopted by a foreign limited partnership authorized to transact business in this State because its real name is unavailable pursuant to section 1308, subsection 1. 2. Authorized to…

31 M.R.S. § 1416 Revocation of authority

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1. Grounds for revocation of authority. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to revoke the authority of a foreign limited partnership authorized to transact business in this State if: A. T…

31 M.R.S. § 1417 Cancellation of certificate of authority; effect of failure to have certificate

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1. Notice of cancellation. In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective u…

31 M.R.S. § 1418 Action by Attorney General

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The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter.

31 M.R.S. § 1421 Direct action by partner

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1. Action against limited partnership or partner. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rig…

31 M.R.S. § 1422 Derivative action

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A partner may maintain a derivative action to enforce a right of a limited partnership if: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Demand for limited partnership to enforce. The partner first makes a demand on the general partners, requesting that they cause the limited partnershi…

31 M.R.S. § 1423 Proper plaintiff

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A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Partner when conduct occurred. That was a partner when the conduct giving rise to the action occurred; or 2. Partner status. Wh…

31 M.R.S. § 1424 Pleading

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In a derivative action, the complaint must state with particularity: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Date and content of demand; response. The date and content of the plaintiff's demand and the general partners' response to the demand; or 2. Demand excused. Why the demand …

31 M.R.S. § 1425 Proceeds and expenses

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1. Proceeds. Except as otherwise provided in subsection 2: A. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If…

31 M.R.S. § 1431 Definitions

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As used in this subchapter, the following terms have the following meanings. [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Constituent limited partnership. "Constituent limited partnership" means a constituent organization that is a limited partnership. 2. Constituent organization. "Con…

31 M.R.S. § 1432 Conversion

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1. Conversion to or from limited partnership. An organization other than a limited partnership may convert to a limited partnership and a limited partnership may convert to another organization pursuant to this section and sections 1433 to 1435 and a plan of conversion if: A. The…

31 M.R.S. § 1433 Action on plan of conversion by converting limited partnership

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1. Consent. Subject to section 1440, a plan of conversion must be consented to by all the partners of a converting limited partnership. 2. Amend plan or abandon planned conversion. Subject to section 1440 and any contractual rights, after a conversion is approved, and at any time…

31 M.R.S. § 1434 Filings required for conversion; effective date

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1. Deliver to Secretary of State articles of conversion; certificate of limited partnership. After a plan of conversion is approved: A. A converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include: (1) A statement …

31 M.R.S. § 1435 Effect of conversion

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1. Same entity. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. 2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting organization remains vested…

31 M.R.S. § 1436 Merger

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1. Merger requirements. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 1437 through 1439 and a plan of merger if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2005, c…

31 M.R.S. § 1437 Action on plan of merger by constituent limited partnership

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1. Consent. Subject to section 1440, a plan of merger must be consented to by all the partners of a constituent limited partnership. 2. Amend plan or abandon planned merger. Subject to section 1440 and any contractual rights, after a merger is approved, and at any time before a f…

31 M.R.S. § 1438 Filings required for merger; effective date

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1. Articles of merger; signed. After each constituent organization has approved a merger, articles of merger must be signed on behalf of: A. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and [PL 2005, c…

31 M.R.S. § 1439 Effect of merger

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1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; [PL 2005, …

31 M.R.S. § 1440 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

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1. Consent for personal liability; exceptions. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the …

31 M.R.S. § 1441 Liability of general partner after conversion or merger

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1. Liability not discharged. A conversion or merger under this subchapter does not discharge any liability under sections 1354 and 1377 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: A. The …

31 M.R.S. § 1442 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

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1. Act of general partner before conversion or merger. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or…