Title 31, Title 31

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…

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…

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

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…

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…

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…

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 …

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…

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…

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…

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…

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 …

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…

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…

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…

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…

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, …

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 …

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 …

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…

This subchapter does not preclude an entity from being converted or merged under other law.

In applying and construing this Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any …

1. Before July 1, 2008. Before July 1, 2008, this chapter governs only: A. A limited partnership formed on or after July 1, 2007; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as otherwise provided in subsections 3 and 4, a limited partnership formed before July 1, 2007 that …

This chapter does not affect an action commenced, proceeding brought or right accrued before this chapter takes effect.

The Secretary of State's duty to file documents under this chapter is ministerial. The filing or refusal to file a document does not: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Validity of documents. Affect the validity or invalidity of the document in whole or in part; 2. Correctnes…

The Secretary of State may adopt rules not inconsistent with this chapter pertaining to the filing of documents with the Secretary of State. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A. These may include, b…

The Secretary of State may provide an expedited service for the processing of documents in accordance with this chapter. If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance with the Maine Administrative …

The Secretary of State may provide public access to the data base through a dial-in modem, through public terminals and through electronic duplicates of the data base. If access to the data base is provided to the public, the Secretary of State may adopt rules in accordance with …

1. Fee schedule. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set the procedures for the sale of these publications. Rules adopted pursua…

A document required to be filed under this chapter is not effective until the applicable fee required by this section is paid. The following fees or penalties must be paid to and collected by the Secretary of State: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Reservation. For filing o…

This chapter takes effect July 1, 2007.

This chapter may be known and cited as "the Maine Limited Liability Company Act."

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Articles of organization. "Articles of organization" means the articles described in former c…

1. Knows. A person knows a fact when the person: A. Has actual knowledge of it; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Is deemed to know it under law other than this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).…

1. Distinct entity. A limited liability company is an entity distinct from its members. 2. Any lawful purpose. A limited liability company may have any lawful purpose, regardless of whether for profit. 3. Duration. A limited liability company has perpetual duration.

1. To sue, be sued. A limited liability company has the capacity to sue and be sued in its own name. 2. To hold property. A limited liability company has the capacity to hold property in its own name. 3. Power to carry out activities. A limited liability company has the power to …

The law of this State governs: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Internal affairs. The internal affairs of a limited liability company; and 2. Liability. The liability of a member as a member for the debts, obligations or other liabilities o…

1. Freedom of contract. It is the policy of this chapter and this State to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements. 2. Principles of law and equity. Unless displaced by particular provisions of…

1. Requirements. A limited liability company name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C." or "LC" or, in the case of a low-profit limited liability company, "L3C" or "13c" unless the limited liability com…

1. Reserve use of name. A person may reserve the exclusive use of a limited liability company name, including an assumed or fictitious name, by executing and delivering for filing an application to the office of the Secretary of State. The application must set forth the name and …

1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. "Assumed name" means a trade name or any name other than the real name of a limited liability company except a fictitious name. [PL 2009, c. 629, P…

1. Register limited liability company name. A foreign limited liability company may register its limited liability company name if the name is distinguishable on the records of the office of the Secretary of State pursuant to section 1508. 2. Application. To register its limited …

1. Agreement governs. Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company. 2. When agreement does not otherwise provide. To …

1. Prohibited contents. A limited liability company agreement may not: A. Vary the distinction between the limited liability company as an entity and its members under section 1504, subsection 1; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Vary a limi…

1. Agreement binding and enforceable. A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. 2. Member a party. A person…