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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

339 sections·Filtered byTitle 31✕

31 M.R.S. § 1341 Becoming limited partner
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A person becomes a limited partner: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Partnership agreement. As provided in the partnership agreement; 2. Conversion or merger. As the result of a conversion or merger under subchapter 11; or 3. Consent. With the consent of all the partners.…
31 M.R.S. § 1342 No right or power as limited partner to bind limited partnership
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A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
31 M.R.S. § 1343 No liability as limited partner for limited partnership obligations
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An obligation of a limited partnership, whether arising in contract, tort or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnershi…
31 M.R.S. § 1344 Right of limited partner and former limited partner to information
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1. Right to inspect and copy. On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any p…

Showing 151–200 of 339

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31 M.R.S. § 1345 Limited duties of limited partners

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1. No fiduciary duty. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. 2. Good faith and fair dealing. A limited partner shall discharge the duties to the partnership and the other p…

31 M.R.S. § 1346 Person erroneously believing self to be limited partner

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1. Not liable for enterprise's obligations. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the ent…

31 M.R.S. § 1351 Becoming general partner

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A person becomes a general partner: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Partnership agreement. As provided in the partnership agreement; 2. Admitted general partner. Under section 1391, subsection 3, paragraph B following the dissociation of a limited partnership's last genera…

31 M.R.S. § 1352 General partner agent of limited partnership

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1. Agent if carrying on in the ordinary course of activities. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in th…

31 M.R.S. § 1353 Limited partnership liable for general partner's actionable conduct

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1. General partner acting in ordinary course or with authority. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a general partner acting in the ordinary cour…

31 M.R.S. § 1354 General partner's liability

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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. 2. Pre-existing obligation. A pers…

31 M.R.S. § 1355 Actions by and against partnership and partners

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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. 2. Judgment against limited partnership. A judgment against a limited partnership is not by i…

31 M.R.S. § 1356 Management rights of general partner

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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 b…

31 M.R.S. § 1357 Right of general partner and former general partner to information

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1. Right to inspect and copy. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: A. In the limited partnership's principal office, required information; and [PL 2007, c. 323, Pt. F, §18 (AMD); …

31 M.R.S. § 1358 General standards of general partner's conduct

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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. 2. Duty of loyalty. A general partner's duty of loyalty to the limited partnership and the oth…

31 M.R.S. § 1361 Form of contribution

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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.

31 M.R.S. § 1362 Liability for contribution

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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 p…

31 M.R.S. § 1363 Sharing of distributions

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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.

31 M.R.S. § 1364 Interim distributions

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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.

31 M.R.S. § 1365 No distribution on account of dissociation

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A person does not have a right to receive a distribution on account of dissociation.

31 M.R.S. § 1366 Distribution in kind

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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…

31 M.R.S. § 1367 Right to distribution

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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 obligatio…

31 M.R.S. § 1368 Limitations on distribution

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1. In violation of partnership agreement. A limited partnership may not make a distribution in violation of the partnership agreement. 2. Unable to pay debts or satisfy superior preferential rights. A limited partnership may not make a distribution if after the distribution: A. T…

31 M.R.S. § 1369 Liability for improper distributions

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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 b…

31 M.R.S. § 1371 Dissociation as limited partner

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1. Prohibited before termination. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. 2. Dissociation upon occurrence of event. A person is dissociated from a limited partnership as a limited partner upon the occurr…

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…

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…