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TITLE 31
MERCANTILE PARTNERSHIPS AND ASSUMED BUSINESS NAMES
§1. Filing of certificate; certificate of withdrawal Whenever 2 or more persons become associated as partners or otherwise for the purpose of
engaging in any mercantile enterprise, they shall, before commencing business, deposit in the office of the clerk of the city or town in which the same is to be carried on a certificate signed and sworn to by them, setting forth their names and places of residence, the nature of the business in which they intend to engage and giving the name under which they are to transact business. Whenever any member of such partnership or association withdraws therefrom, he may certify under oath to the fact of such withdrawal, which certificate shall be deposited in the clerk's office where the partnership certificate is recorded. He shall conclusively be presumed to be a member of the firm or association to the time of his depositing such certificate. §2. Business under assumed name; filing of certificate
Whenever any person intends to engage in such business as sole proprietor thereof, and to adopt any business name, style or designation other than his own name exclusively, he shall, before commencing business, deposit in the office of the clerk of the city or town in which such business is to be carried on a certificate signed and sworn to by him, setting forth his name and place of residence, the name, style or designation under which the business is to be conducted, and stating that he is the sole proprietor. §3. Statements as conclusive; perjury
A person signing and making oath to any certificate deposited as provided by sections 1 and 2 shall not be permitted in any judicial proceeding to contradict the statements contained in such certificate. Whoever swears or affirms to any such certificate which is not true in fact shall be deemed guilty of perjury. §4. Records
The clerks of the several cities and towns shall record in suitable books, kept exclusively for the purpose, the certificates deposited under sections 1 and 2, and such books shall be open to public inspection. §5. Failure to file; penalty
Whoever fails to deposit seasonably the certificate required by sections 1 and 2 shall be punished by a fine of $5 for each day he is in default. §6. Prohibition of certain names
No person or persons, partnership or other entity engaged in any business, except a corporation, may adopt a name for such business that contains the words "corporation," "incorporated" or "limited," or any abbreviation of any such words. A limited partnership may use the term "limited partnership" as part of its name, a limited liability company may use the term "limited liability company" as part of its name and a limited liability partnership may use the term "limited liability partnership" as part of its name. [PL 1995, c. 633, Pt. C, §10 (AMD).]
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SECTION HISTORY PL 1967, c. 157 (NEW). PL 1981, c. 698, §153 (AMD). PL 1995, c. 458, §11 (AMD). PL 1995, c. 633, §C10 (AMD). §6-A. Use of "Passamaquoddy" prohibited
A person or persons, partnership, corporation or other entity engaged in any business or activities may not adopt a name that contains the word "Passamaquoddy" or use the word "Passamaquoddy" in connection with goods manufactured or sold or services provided after December 31, 1993 without written authorization from the Passamaquoddy Tribe. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
1. Extent of authorization. Unless greater authority is expressly granted by the Passamaquoddy Tribe, no authorization extends to a business, activity, product or service not disclosed to the Passamaquoddy Tribe at the time of the request for authorization. Authorization is revocable unless by its terms it is irrevocable. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
2. Deceptive trade practices. Violation of this section is a deceptive trade practice and unlawful under Title 10, chapter 206. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
3. Exemptions. The following are exempted from the provisions of this section: A. The use of the words "Passamaquoddy Bay":
(1) As part of a trade name of an entity or sole proprietorship; or (2) In connection with goods manufactured or sold or services provided; and [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
B. Use of the word "Passamaquoddy" by a person who was using it prior to the effective date of this Act:
(1) As part of a specific trade name of an entity or sole proprietorship; or (2) In connection with specific goods or specific services provided.
The exemption in this paragraph does not extend to the use of the word "Passamaquoddy" as part of any trade name not in use prior to the effective date of this Act or in connection with any specific goods or services not being sold prior to the effective date of this Act. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
[PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).] SECTION HISTORY PL 1993, c. 210, §1 (NEW). PL 1993, c. 210, §2 (AFF). §7. Inapplicable to corporations, limited partnerships or limited liability companies
Sections 1 and 2 do not apply to corporations, limited partnerships or limited liability companies. A corporation desiring to do business under an assumed name shall file a statement as provided in Title 13C, section 404. A limited partnership desiring to do business under an assumed name shall file a statement as provided in section 1308, subsection 2. A limited liability company desiring to do business under an assumed name shall file a statement as provided in section 1510. [PL 2009, c. 629, Pt. A, §3 (AFF); PL 2009, c. 629, Pt. B, §7 (AMD).] SECTION HISTORY
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PL 1971, c. 439, §15 (NEW). RR 2001, c. 2, §B48 (COR). RR 2001, c. 2, §B58 (AFF). PL 2007, c. 535, Pt. A, §3 (AMD). PL 2007, c. 535, Pt. A, §7 (AFF). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2009, c. 629, Pt. B, §7 (AMD).
CHAPTER 3
LIMITED PARTNERSHIPS
§51. Organization (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §52. Certificate (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §53. -Acknowledgment and recording (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §54. Liability for misstatements (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §55. Publication and renewals (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §56. Special partners not named and not to act (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §57. Capital to maintain level stated in certificate (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §58. Prosecution of actions (REPEALED)
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SECTION HISTORY PL 1969, c. 324, §2 (RP). §59. Voluntary dissolution and notice (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §60. Liabilities and immunities (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP).
CHAPTER 5
ESTATES OF DECEASED PARTNERS
§101. Property appraised and administered (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §102. Bond; conditions (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §103. Liability, as if administrator (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §104. Administrator to give bond if survivor does not (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §105. Survivor to produce property for appraisal and administration (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §106. Commissioners on disputed claims; insolvent estates (REPEALED) SECTION HISTORY
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PL 1973, c. 377, §4 (RP). §107. Sale of real estate when partner deceased (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §108. Death of administrator on partnership estate (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP).
CHAPTER 7
UNIFORM LIMITED PARTNERSHIP ACT
§151. Limited partnership defined (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §152. Formation (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1977, c. 319, §1 (AMD). PL 1983, c. 50, §5 (AMD). PL 1989, c. 501, §L48 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §153. Business which may be carried on (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §154. Character of limited partner's contribution (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §155. A name not to contain surname of limited partner; exceptions (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §156. Liability for false statements in certificate (REPEALED) SECTION HISTORY
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PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §157. Limited partner not liable to creditors (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §158. Admission of additional limited partners (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §159. Rights, powers and liabilities of a general partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §160. Rights of a limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §160-A. Limited partnership as entity (REPEALED) SECTION HISTORY PL 1987, c. 92, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §161. Status of person erroneously believing himself a limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §162. One person both general and limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §163. Loans and other business transactions with limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §164. Relation of limited partners inter se (REPEALED) SECTION HISTORY
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PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §165. Compensation of limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §166. Withdrawal or reduction of limited partner's contribution (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §167. Liability of limited partner to partnership (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §168. Nature of limited partner's interest in partnership (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §169. Assignment of limited partner's interest (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §170. Effect of retirement, death or insanity of a general partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §171. Death of limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §172. Rights of creditors of limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §173. Distribution of assets (REPEALED) SECTION HISTORY
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PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §174. When certificate shall be cancelled or amended (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §175. Requirements for amendment and for cancellation of certificate (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1977, c. 319, §2 (AMD). PL 1989, c. 501, §L49 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §176. Parties to actions (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §177. Name of chapter (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §178. Rules of construction (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §179. Rules for cases not provided for in this chapter (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §180. Provisions for existing limited partnerships (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1973, c. 788, §152 (AMD). PL 1977, c. 78, §176 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §181. Limited partnerships of other states (REPEALED) SECTION HISTORY PL 1973, c. 365 (NEW). PL 1989, c. 501, §L50 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §182. Expedited service
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(REPEALED) SECTION HISTORY PL 1991, c. 465, §35 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §183. Access to Secretary of State's database (REPEALED) SECTION HISTORY PL 1991, c. 465, §35 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §184. Publications (REPEALED) SECTION HISTORY PL 1991, c. 465, §35 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF).
CHAPTER 9
UNIFORM PARTNERSHIP ACT
§281. Name of Act (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §282. Definition of terms (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A1 (AMD). PL 2003, c. 344, §D17 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §283. Interpretation of knowledge and notice (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §284. Rules of construction (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §285. Rules for cases not provided for in this Act (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §286. Partnership defined
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(REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1977, c. 322, §2 (AMD). PL 1995, c. 633, §A2 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §287. Rules for determining the existence of a partnership (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §288. Partnership property (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1989, c. 120, §1 (RPR). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §289. Partner agent of partnership as to partnership business (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §290. Conveyance of real property of the partnership (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1989, c. 120, §2 (RPR). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §290-A. Partnership as entity (REPEALED) SECTION HISTORY PL 1987, c. 92, §2 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §291. Partnership bound by admission of partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §292. Partnership charged with knowledge of or notice to partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §293. Partnership bound by partner's wrongful act (REPEALED) SECTION HISTORY
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PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §294. Partnership bound by partner's breach of trust (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §295. Nature of partner's liability (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A3 (RP). §295-A. Nature of partner's liability (REPEALED) SECTION HISTORY PL 1995, c. 633, §A4 (NEW). RR 2001, c. 2, §C2 (COR). RR 2001, c. 2, §C7 (AFF). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §296. Partner by estoppel (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §297. Liability of incoming partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §298. Rules determining rights and duties of partners (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A5 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §299. Partnership books (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §300. Duty of partners to render information (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §301. Partner accountable as a fiduciary (REPEALED)
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SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §302. Right to an account (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §303. Continuation of partnership beyond fixed term (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §304. Extent of property rights of a partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §305. Nature of a partner's right in specific partnership property (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1975, c. 412 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §306. Nature of partner's interest in the partnership (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §307. Assignment of partner's interest (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §308. Partner's interest subject to charging order (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §309. Dissolution defined (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §310. Partnership not terminated by dissolution (REPEALED)
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SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §311. Causes of dissolution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1979, c. 127, §175 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §312. Dissolution by decree of court (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1977, c. 696, §230 (RP). §312-A. Dissolution by decree of court (REPEALED) SECTION HISTORY PL 1977, c. 696, §231 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §313. General effect of dissolution on authority of partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §314. Right of partner to contribution from copartners after dissolution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §§A6,7 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §315. Power of partner to bind partnership to 3rd persons after dissolution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1977, c. 696, §232 (RP). §315-A. Power of partner to bind partnership to 3rd persons after dissolution (REPEALED) SECTION HISTORY PL 1977, c. 696, §233 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §316. Effect of dissolution on partner's existing liability (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A8 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF).
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§317. Right to wind up (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §318. Rights of partners to application of partnership property (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §319. Rights where partnership is dissolved for fraud or misrepresentation (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §320. Rules for distribution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §§A9,10 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §321. Liability of persons continuing the business in certain cases (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §322. Rights of retiring or estate of deceased partner when the business is continued (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §323. Accrual of actions (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF).
CHAPTER 11
SUBCHAPTER 1
GENERAL PROVISIONS
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §402. Definitions (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 302, §8 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §403. Limited partnership name (REPEALED) SECTION HISTORY RR 1991, c. 2, §116 (COR). PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §§47,48 (AMD). PL 1993, c. 616, §7 (AMD). PL 1993, c. 718, §B9 (AMD). RR 1995, c. 2, §74 (COR). PL 1995, c. 458, §12 (AMD). PL 1995, c. 633, §§C11,12 (AMD). PL 1997, c. 376, §32 (AMD). PL 1997, c. 633, §§5-7 (AMD). PL 1999, c. 638, §9 (AMD). RR 2001, c. 2, §B49 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §C1 (RP). §403-A. Limited partnership name (REPEALED) SECTION HISTORY PL 2003, c. 344, §C2 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §404. Reservation of name (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2003, c. 344, §C3 (RP). §404-A. Reserved name (REPEALED) SECTION HISTORY PL 2003, c. 344, §C4 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §405. Assumed name of limited partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2003, c. 344, §C5 (RP). §405-A. Assumed or fictitious name of limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 344, §C6 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §406. Registered name and renewal for foreign limited partnership; termination
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §49 (AMD). PL 1995, c. 458, §13 (AMD). PL 1995, c. 514, §3 (AMD). PL 2003, c. 344, §C7 (RP). §406-A. Registered name of foreign limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 344, §C8 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §407. Registered office; registered agent (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §§50,51 (AMD). PL 1997, c. 376, §33 (AMD). PL 1999, c. 594, §19 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). PL 2007, c. 231, §23 (AMD). §408. Suspension by Secretary of State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §U25 (AMD). PL 1999, c. 638, §§10-12 (AMD). PL 2003, c. 631, §35 (RP). §408-A. Grounds for administrative dissolution of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-B. Procedure for and effect of administrative dissolution of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-C. Reinstatement following administrative dissolution of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-D. Appeal from denial of reinstatement of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-E. Reinstatement of suspended domestic limited partnership (REPEALED) SECTION HISTORY
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PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §409. Service of process upon domestic limited partnerships (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §410. Service of nonresident general partners of domestic limited partnerships (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §411. Nature of business permitted (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §412. Business transactions of partner with partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §413. Rules (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §§U26,27 (AMD). PL 2003, c. 631, §37 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §414. Expedited service (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §415. Access to data base (REPEALED) SECTION HISTORY PL 1993, c. 316, §52 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §416. Publications (REPEALED) SECTION HISTORY
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PL 1993, c. 316, §52 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §416-A. Certificate of existence; certificate of authority; certificate of fact (REPEALED) SECTION HISTORY PL 2003, c. 631, §38 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §417. Merger or consolidation (REPEALED) SECTION HISTORY PL 1999, c. 638, §13 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §418. Conversion of limited partnership (REPEALED) SECTION HISTORY PL 1999, c. 638, §13 (NEW). PL 2003, c. 344, §D18 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §419. Approval of conversion of limited partnership (REPEALED) SECTION HISTORY PL 1999, c. 638, §13 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 2
FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP
§421. Certificate of limited partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §422. Amendment to certificate (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §53 (AMD). PL 1995, c. 458, §14 (AMD). PL 1999, c. 594, §§20,21 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §422-A. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 316, §54 (NEW). PL 1995, c. 633, §C13 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§423. Cancellation of certificate (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §424. Execution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §55 (AMD). PL 1997, c. 376, §§34,35 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §425. Execution, amendment or cancellation by judicial order (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §426. Filing (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §427. Materially inaccurate statement (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §428. Notice (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 3
LIMITED PARTNERS
§431. Admission of limited partners (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§432. Classes and voting (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §433. Powers and liabilities (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §434. Person erroneously believing self to be a limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §435. Access to information (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §436. Remedies for breach of partnership agreement by limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §437. Disclosure of limited partners (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1999, c. 638, §14 (RP).
SUBCHAPTER 4
GENERAL PARTNERS
§441. Admission of general partners (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§442. Events of withdrawal (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §443. General powers and liabilities (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §444. Contributions by a general partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §445. Classes and voting (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §446. Nature of general partner's services (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §447. Remedies for breach of partnership agreement by general partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 5
FINANCE
§451. Form of contribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§452. Liability for contribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §453. Allocation of profits and losses (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §454. Allocation of distributions (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 6
DISTRIBUTIONS AND WITHDRAWAL
§461. Interim distributions (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §462. Withdrawal of general partner and assignment of general partner's partnership interest (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §463. Withdrawal of limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §464. Distribution upon withdrawal (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§465. Distribution in kind (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §466. Right to distribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §467. Limitations on distribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 7
ASSIGNMENT OF PARTNERSHIP INTERESTS
§471. Nature of partnership interest (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §472. Assignment of partnership interest (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §473. Rights of judgment creditor (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §474. Right of assignee to become limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§475. Powers of estate of deceased or incompetent partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 8
DISSOLUTION
§481. Nonjudicial dissolution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §482. Judicial dissolution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §483. Winding up (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §484. Distribution of assets (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 9
FOREIGN LIMITED PARTNERSHIPS
§491. Law governing (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §492. Authority to do business required; application
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §56 (AMD). PL 1993, c. 316, §57 (AMD). PL 1997, c. 376, §§36,37 (AMD). PL 2003, c. 344, §C9 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §493. Evidence of authority to do business (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §494. Name; registered office; registered agent (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §§58-60 (AMD). PL 1997, c. 376, §38 (AMD). PL 2001, c. 66, §3 (AMD). PL 2003, c. 344, §C10 (AMD). PL 2005, c. 529, §4 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). PL 2007, c. 231, §24 (AMD). §495. Amendments to application (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §61 (AMD). PL 1995, c. 458, §15 (AMD). PL 1997, c. 376, §39 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §495-A. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 316, §62 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §496. Cancellation of authority to do business (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §497. Doing business without authority; right to sue and be sued; liability of limited partners;
penalties (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 616, §8 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498. Doing business without authority; court injunction; revocation by Secretary of State (REPEALED)
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SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §U28 (AMD). RR 1993, c. 1, §80 (COR). PL 1993, c. 316, §63 (AMD). PL 1999, c. 547, §B51 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 344, §§C11,12 (AMD). PL 2003, c. 631, §39 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498-A. Grounds for revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §40 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498-B. Procedure for and effect of revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §40 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498-C. Appeal from revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §40 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §499. Execution of documents; liability for false statements (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). RR 1993, c. 1, §81 (COR). PL 1993, c. 316, §64 (RPR). PL 1997, c. 376, §40 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §500. Service of process on foreign limited partnerships authorized to do business in State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §501. Service of process on foreign limited partnerships not authorized to do business in State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §502. Service of process on Secretary of State for foreign limited partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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SUBCHAPTER 10
DERIVATIVE ACTIONS
§511. Right to bring action (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §512. Proper plaintiff (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §513. Complaint (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §514. Expenses (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 11
MISCELLANEOUS
§521. Construction and application of chapter (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1999, c. 638, §15 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §522. Construction and application of partnership agreement (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §523. Effective date
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §524. Application to existing limited partnership; definition (REPEALED) SECTION HISTORY RR 1991, c. 1, §43 (COR). PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1997, c. 376, §41 (AMD). PL 2003, c. 344, §C13 (AMD). PL 2003, c. 631, §41 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §525. Cases not provided for in chapter (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §526. Fees, penalties (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §§U29-31 (AMD). PL 1993, c. 316, §§65-73 (AMD). PL 1995, c. 458, §§16,17 (AMD). PL 1997, c. 376, §§42-46 (AMD). PL 1999, c. 594, §§22,23 (AMD). PL 1999, c. 638, §§16-20 (AMD). RR 2003, c. 2, §95 (COR). PL 2003, c. 344, §§C14-18 (AMD). PL 2003, c. 631, §§42-48 (AMD). PL 2003, c. 673, §§WWW14-21 (AMD). PL 2003, c. 673, §WWW37 (AFF). PL 2003, c. 673, §XXX4, 5 (AMD). PL 2003, c. 673, §XXX10 (AFF). PL 2005, c. 12, §§FF6-8 (AMD). PL 2005, c. 397, §A34 (AMD). PL 2005, c. 397, §A35 (AFF). PL 2005, c. 529, §5 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §527. Reserved power of State to alter or repeal chapter (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §528. Duty of Secretary of State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §529. Annual report of domestic and foreign limited partnerships (REPEALED) SECTION HISTORY
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PL 1991, c. 780, §U32 (NEW). PL 1997, c. 376, §47 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §529-A. Amended annual report of domestic or foreign limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §49 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §530. Failure to file annual report; incorrect report; penalties (REPEALED) SECTION HISTORY PL 1991, c. 780, §U33 (NEW). PL 1995, c. 458, §18 (AMD). PL 1999, c. 547, §B52 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 631, §50 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
CHAPTER 13
SUBCHAPTER 1
GENERAL PROVISIONS
§601. Short title (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §602. Definitions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2005, c. 302, §9 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §603. Limited liability company name (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §75 (COR). PL 1995, c. 458, §19 (AMD). PL 1995, c. 633, §§C14,15 (AMD). PL 1997, c. 376, §48 (AMD). PL 1997, c. 633, §§8,9 (AMD). PL 1999, c. 638, §21 (AMD). RR 2001, c. 2, §B50 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §C19 (RP). §603-A. Limited liability company name (REPEALED) SECTION HISTORY
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PL 2003, c. 344, §C20 (NEW). PL 2005, c. 543, §D13 (AMD). PL 2005, c. 543, §D18 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §604. Reservation of name (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2003, c. 344, §C21 (RP). §604-A. Reserved name (REPEALED) SECTION HISTORY PL 2003, c. 344, §C22 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §605. Assumed name (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2003, c. 344, Pt. C, §23 (RP). §605-A. Assumed or fictitious name of limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 344, §C24 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §606. Registered name and renewal for foreign limited liability company; termination (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §20 (AMD). PL 1995, c. 514, §§4,5 (AMD). PL 2003, c. 344, Pt. C, §25 (RP). §606-A. Registered name of foreign limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 344, §C26 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §607. Registered office; registered agent (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 594, §24 (AMD). PL 2007, c. 231, §25 (AMD). PL 2007, c. 323, Pt. D, §1 (RP). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §607-A. Registered agent of domestic limited liability company (REPEALED)
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SECTION HISTORY PL 2007, c. 535, Pt. B, §6 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608. Suspension by Secretary of State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §§22-25 (AMD). PL 2003, c. 631, §51 (RP). §608-A. Grounds for administrative dissolution of domestic limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §§2, 3 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-B. Procedure for and effect of administrative dissolution (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §§4-6 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-C. Reinstatement following administrative dissolution (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §7 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-D. Appeal from denial of reinstatement (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §8 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-E. Reinstatement of suspended domestic limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-F. Revival of domestic limited liability company after dissolution (REPEALED) SECTION HISTORY PL 2007, c. 231, §26 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §609. Service of process upon domestic limited liability company (REPEALED) SECTION HISTORY
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32 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §76 (COR). PL 2007, c. 323, Pt. D, §9 (RP). PL 2007, c. 323, Pt. G, §4 (AFF). §609-A. Service of process upon domestic limited liability company (REPEALED) SECTION HISTORY PL 2007, c. 323, Pt. D, §10 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §610. Service of nonresident managers or members of domestic limited liability companies (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §611. Nature of business (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 633, §C16 (RPR). RR 2001, c. 2, §C3 (COR). RR 2001, c. 2, §C7 (AFF). PL 2003, c. 344, §D19 (AMD). PL 2005, c. 302, §§10,11 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §612. Rules (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2003, c. 631, §53 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §613. Expedited service (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §614. Access to database (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §615. Publications (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §616. Certificate of existence; certificate of authority; certificate of fact (REPEALED) SECTION HISTORY PL 2003, c. 631, §54 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
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SUBCHAPTER 2
FORMATION
§621. Formation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §10 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §622. Articles of organization (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 514, §6 (AMD). PL 2007, c. 323, Pt. D, §11 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §623. Amendment to articles (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 514, §§7,8 (AMD). PL 1997, c. 376, §49 (AMD). PL 2007, c. 323, Pt. D, §§12, 13 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 164, §1 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §624. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 633, §C17 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §625. Certificate of cancellation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 231, §27 (AMD). PL 2009, c. 56, §21 (AMD). PL 2009, c. 164, §2 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §626. Statement of limited liability company authority (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §50 (AMD). PL 1997, c. 633, §11 (RP). §627. Execution (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §§51,52 (AMD). PL 2007, c. 323, Pt. D, §14 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §628. Execution, amendment or cancellation by judicial order (REPEALED) SECTION HISTORY PL 1993, c. 718, Pt. A, §1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §629. Filing (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §630. Materially inaccurate statement (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §631. Notice (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 3
RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
§641. Agency power of members and managers (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §12 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §642. Admissions of members and managers (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §13 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §643. Limited liability company charged with knowledge of or notice to member or manager (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §14 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §644. Limited liability company liable for member's or manager's actionable conduct;
misapplication (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §645. Liability to 3rd parties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §77 (COR). PL 1995, c. 458, §21 (AMD). RR 2001, c. 2, §C4 (COR). RR 2001, c. 2, §C7 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §646. Parties to actions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §647. Disclosure of members (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §26 (RP).
SUBCHAPTER 4
RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§651. Management; voting; classes (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §652. Duties of managers and members (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §§15,16 (AMD). PL 2009, c. 164, §3 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §653. Voting (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
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§654. Indemnification of managers, members, employees and agents; insurance (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §655. Records and information (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §656. Remedies for breach of operating agreement by manager (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §657. Reliance on reports and information by member or manager (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 5
FINANCE
§661. Contributions to capital (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §662. Liability for contributions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §663. Allocation of profits and losses (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 6
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §672. Distributions on withdrawal (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §673. Distribution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §674. Right to distribution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §675. Restrictions on distributions and wrongful distributions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §676. Liability upon wrongful distribution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 7
OWNERSHIP AND TRANSFER OF PROPERTY
§681. Ownership of limited liability company property (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §682. Rules for determining when property is owned by a limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §683. Transfer of property (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §684. Nature of membership interest (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §685. Assignment of membership interest (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §686. Rights of judgment creditor (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §687. Right of assignee to become a member (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §688. Powers of estate of a deceased or incompetent member (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 8
ADMISSION AND WITHDRAWAL OF MEMBERS
§691. Admission of members (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §692. Events of withdrawal (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §693. Power of member who has withdrawn to bind limited liability company (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §694. Statement of withdrawal (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §695. Rights of former member (REPEALED) SECTION HISTORY PL 1999, c. 638, §27 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 9
DISSOLUTION
§701. Nonjudicial dissolution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §§17,18 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §702. Dissolution pursuant to court order (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §703. Winding up (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 164, §4 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §704. Agency power of managers or members after dissolution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §705. Distribution of assets (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §706. Known claims against dissolved limited liability company (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §707. Unknown claims against dissolved limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §15 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 10
FOREIGN LIMITED LIABILITY COMPANIES
§711. Laws governing foreign limited liability companies (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §712. Authority to do business required; application (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §78 (COR). PL 1997, c. 376, §§53,54 (AMD). PL 2003, c. 344, §C27 (AMD). PL 2005, c. 302, §§12-14 (AMD). PL 2007, c. 323, Pt. D, §§16-18 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §713. Evidence of authority to do business (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §714. Name; registered office; registered agent (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §55 (AMD). PL 1999, c. 594, §25 (AMD). PL 2003, c. 344, §C28 (AMD). PL 2005, c. 529, §6 (AMD). PL 2007, c. 231, §28 (AMD). PL 2007, c. 323, Pt. D, §§19-24 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 535, Pt. B, §7 (AMD). PL 2009, c. 415, Pt. A, §15 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §715. Amendments to application (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §22 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
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§716. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §717. Cancellation of authority to do business (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §718. Doing business without authority; right to sue and be sued; liability of members; penalties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719. Doing business without authority; court injunction; revocation by Secretary of State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 547, §B53 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 344, §C29 (AMD). PL 2003, c. 631, §55 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719-A. Grounds for revocation of authority of foreign limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §56 (NEW). PL 2007, c. 323, Pt. D, §§25, 26 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719-B. Procedure for and effect of revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §56 (NEW). PL 2007, c. 323, Pt. D, §§27-29 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719-C. Appeal from revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §56 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §720. Action by Attorney General (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §721. Execution of documents; liability for false statements (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §56 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §722. Service of process on foreign limited liability companies authorized to do business in State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §30 (RP). PL 2007, c. 323, Pt. G, §4 (AFF). §722-A. Service of process upon foreign limited liability company authorized to do business in
State (REPEALED) SECTION HISTORY PL 2007, c. 323, Pt. D, §31 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §723. Service of process on foreign limited liability company not authorized to do business in
State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §32 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §724. Service of process on Secretary of State for foreign limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §33 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
SUBCHAPTER 11
SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY
§731. Suits by and against a limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §732. Right to bring action (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §733. Proper plaintiff (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §734. Complaint (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §735. Expenses (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 12
MERGER AND CONSOLIDATION
§741. Merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §28 (RP). §741-A. Merger or consolidation (REPEALED) SECTION HISTORY PL 1999, c. 638, §29 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §742. Approval of merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §30 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §743. Plan of merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §30 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §744. Certificate of merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §§31,32 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §745. Effects of merger or consolidation
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §33 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §746. Conversion of limited liability company (REPEALED) SECTION HISTORY PL 1999, c. 638, §34 (NEW). PL 2003, c. 344, §D20 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §747. Approval of conversion of limited liability company or other business entity (REPEALED) SECTION HISTORY PL 1999, c. 638, §34 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 13
MISCELLANEOUS
§751. Fees; penalties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §23 (AMD). PL 1995, c. 514, §9 (AMD). PL 1997, c. 376, §§57-60 (AMD). PL 1997, c. 633, §19 (AMD). PL 1999, c. 594, §26 (AMD). PL 1999, c. 638, §§35-39 (AMD). RR 2003, c. 2, §96 (COR). PL 2003, c. 344, §§C30-33 (AMD). PL 2003, c. 631, §§57-63 (AMD). PL 2003, c. 673, §§WWW22-29 (AMD). PL 2003, c. 673, §§WWW37,XXX10 (AFF). PL 2003, c. 673, §XXX6, 7 (AMD). PL 2005, c. 12, §§FF9-11 (AMD). PL 2005, c. 397, §A36 (AMD). PL 2005, c. 397, §A37 (AFF). PL 2005, c. 529, §7 (AMD). PL 2007, c. 231, §§29-32 (AMD). PL 2007, c. 323, Pt. D, §§34-37 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 496, §§1-4 (AMD). PL 2007, c. 535, Pt. A, §§4, 5 (AMD). PL 2007, c. 535, Pt. A, §7 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §752. Knowledge (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §753. Rules of construction (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §40 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §754. Jurisdiction of the Superior Court
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §755. Interstate application (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §756. Duty of Secretary of State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §757. Annual report of domestic and foreign limited liability companies (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §61 (AMD). PL 2007, c. 323, Pt. D, §§38-41 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 496, §§5, 6 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §757-A. Amended annual report of domestic or foreign limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §64 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §758. Failure to file annual report; incorrect report; penalties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §24 (AMD). PL 1999, c. 547, §B54 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 631, §65 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §759. Effective date (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §760. Application to existing foreign limited liability companies; definition (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 2001, c. 2, §B51 (COR). RR 2001, c. 2, §B58 (AFF). PL 2005, c. 543, §D14 (AMD). PL 2005, c. 543, §D18 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §761. Taxation of limited liability companies
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 414, §§4,5 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §762. References to limited partnerships (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2005, c. 543, §D15 (AMD). PL 2005, c. 543, §D18 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
CHAPTER 15
SUBCHAPTER 1
GENERAL PROVISIONS
§801. Short title This Act is known and may be cited as the "Maine Limited Liability Partnership Act." [PL 1995,
c. 633, Pt. B, §1 (NEW).] SECTION HISTORY PL 1995, c. 633, §B1 (NEW). §802. Definitions (REPEALED) SECTION HISTORY PL 1995, c. 633, §B1 (NEW). PL 2005, c. 302, §15 (RP). §802-A. Definitions
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2005, c. 302, §16 (NEW).]
1. Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. [PL 2005, c. 302, §16 (NEW).]
2. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient. [PL 2005, c. 302, §16 (NEW).]
3. Foreign limited liability partnership. "Foreign limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of that jurisdiction. [PL 2005, c. 302, §16 (NEW).]
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4. Registered limited liability partnership. "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the Uniform Partnership Act and registered under this Act. [PL 2005, c. 302, §16 (NEW).]
5. Sign; signature. "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature. [PL 2005, c. 302, §16 (NEW).] SECTION HISTORY PL 2005, c. 302, §16 (NEW). §803. Registered limited liability partnership name (REPEALED) SECTION HISTORY PL 1995, c. 633, §B1 (NEW). PL 1997, c. 376, §62 (AMD). PL 1997, c. 633, §§20,21 (AMD). PL 1999, c. 638, §41 (AMD). RR 2001, c. 2, §B52 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §C34 (RP). §803-A. Registered limited liability partnership name
1. Requirements. A limited liability partnership name must contain the words "Limited Liability Partnership," the abbreviation "L.L.P." or the designation "LLP" unless the partnership is filing an assumed name under section 805A or a registration of name under section 806A. If the words "Limited Liability Partnership," "Limited Liability Partnership, Chartered," "Limited Liability Partnership, Professional Association," "Limited Liability Partnership, P.A." or any of the designations without commas are used, a limited liability partnership may also use the abbreviation "L.L.P." or the designation "LLP" without filing an assumed name under section 805A. [PL 2003, c. 344, Pt. C, §35 (NEW).]
2. Distinguishable name. Except as authorized by subsections 3 and 4, a limited liability partnership name must be distinguishable on the records of the Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Marks registered under Title 10, chapter 301A unless the registered owner or holder of the mark is the same person or entity as the limited liability partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2003, c. 344, Pt. C, §35 (NEW).] 3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse
to file a name that: A. Consists of or comprises language that is obscene; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Inappropriately promotes abusive or unlawful activity; [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Falsely suggests an association with public institutions; or [PL 2003, c. 344, Pt. C, §35 (NEW).] D. Violates any other provision of the law of this State with respect to names. [PL 2003, c. 344, Pt. C, §35 (NEW).]
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[PL 2003, c. 344, Pt. C, §35 (NEW).] 4. Authorization to use name. A limited liability partnership may apply to the Secretary of State
for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or [PL 2003, c. 344, Pt. C, §35 (NEW).] B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2003, c. 344, Pt. C, §35 (NEW).] 5. Use of another limited liability partnership's name. A limited liability partnership may use
the name, including the assumed or fictitious name, of another registered or foreign limited liability partnership that is used in this State if the other limited liability partnership is organized or authorized to transact business in this State and the limited liability partnership proposing to use the name:
A. Has merged with the other limited liability partnership; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Has been formed by reorganization of the other limited liability partnership; or [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Has acquired all or substantially all of the assets, including the limited liability partnership name, of the other limited liability partnership. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2003, c. 344, Pt. C, §35 (NEW).] 6. Determining distinguishability. In determining whether names are distinguishable on the
records, the Secretary of State shall disregard the following: A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation"; [PL 2005, c. 543, Pt. D, §16 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Differences in the use of punctuation, capitalization or special characters. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2005, c. 543, Pt. D, §16 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] 7. Change of
TITLE 31
MERCANTILE PARTNERSHIPS AND ASSUMED BUSINESS NAMES
§1. Filing of certificate; certificate of withdrawal Whenever 2 or more persons become associated as partners or otherwise for the purpose of
engaging in any mercantile enterprise, they shall, before commencing business, deposit in the office of the clerk of the city or town in which the same is to be carried on a certificate signed and sworn to by them, setting forth their names and places of residence, the nature of the business in which they intend to engage and giving the name under which they are to transact business. Whenever any member of such partnership or association withdraws therefrom, he may certify under oath to the fact of such withdrawal, which certificate shall be deposited in the clerk's office where the partnership certificate is recorded. He shall conclusively be presumed to be a member of the firm or association to the time of his depositing such certificate. §2. Business under assumed name; filing of certificate
Whenever any person intends to engage in such business as sole proprietor thereof, and to adopt any business name, style or designation other than his own name exclusively, he shall, before commencing business, deposit in the office of the clerk of the city or town in which such business is to be carried on a certificate signed and sworn to by him, setting forth his name and place of residence, the name, style or designation under which the business is to be conducted, and stating that he is the sole proprietor. §3. Statements as conclusive; perjury
A person signing and making oath to any certificate deposited as provided by sections 1 and 2 shall not be permitted in any judicial proceeding to contradict the statements contained in such certificate. Whoever swears or affirms to any such certificate which is not true in fact shall be deemed guilty of perjury. §4. Records
The clerks of the several cities and towns shall record in suitable books, kept exclusively for the purpose, the certificates deposited under sections 1 and 2, and such books shall be open to public inspection. §5. Failure to file; penalty
Whoever fails to deposit seasonably the certificate required by sections 1 and 2 shall be punished by a fine of $5 for each day he is in default. §6. Prohibition of certain names
No person or persons, partnership or other entity engaged in any business, except a corporation, may adopt a name for such business that contains the words "corporation," "incorporated" or "limited," or any abbreviation of any such words. A limited partnership may use the term "limited partnership" as part of its name, a limited liability company may use the term "limited liability company" as part of its name and a limited liability partnership may use the term "limited liability partnership" as part of its name. [PL 1995, c. 633, Pt. C, §10 (AMD).]
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SECTION HISTORY PL 1967, c. 157 (NEW). PL 1981, c. 698, §153 (AMD). PL 1995, c. 458, §11 (AMD). PL 1995, c. 633, §C10 (AMD). §6-A. Use of "Passamaquoddy" prohibited
A person or persons, partnership, corporation or other entity engaged in any business or activities may not adopt a name that contains the word "Passamaquoddy" or use the word "Passamaquoddy" in connection with goods manufactured or sold or services provided after December 31, 1993 without written authorization from the Passamaquoddy Tribe. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
1. Extent of authorization. Unless greater authority is expressly granted by the Passamaquoddy Tribe, no authorization extends to a business, activity, product or service not disclosed to the Passamaquoddy Tribe at the time of the request for authorization. Authorization is revocable unless by its terms it is irrevocable. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
2. Deceptive trade practices. Violation of this section is a deceptive trade practice and unlawful under Title 10, chapter 206. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
3. Exemptions. The following are exempted from the provisions of this section: A. The use of the words "Passamaquoddy Bay":
(1) As part of a trade name of an entity or sole proprietorship; or (2) In connection with goods manufactured or sold or services provided; and [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
B. Use of the word "Passamaquoddy" by a person who was using it prior to the effective date of this Act:
(1) As part of a specific trade name of an entity or sole proprietorship; or (2) In connection with specific goods or specific services provided.
The exemption in this paragraph does not extend to the use of the word "Passamaquoddy" as part of any trade name not in use prior to the effective date of this Act or in connection with any specific goods or services not being sold prior to the effective date of this Act. [PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).]
[PL 1993, c. 210, §1 (NEW); PL 1993, c. 210, §2 (AFF).] SECTION HISTORY PL 1993, c. 210, §1 (NEW). PL 1993, c. 210, §2 (AFF). §7. Inapplicable to corporations, limited partnerships or limited liability companies
Sections 1 and 2 do not apply to corporations, limited partnerships or limited liability companies. A corporation desiring to do business under an assumed name shall file a statement as provided in Title 13C, section 404. A limited partnership desiring to do business under an assumed name shall file a statement as provided in section 1308, subsection 2. A limited liability company desiring to do business under an assumed name shall file a statement as provided in section 1510. [PL 2009, c. 629, Pt. A, §3 (AFF); PL 2009, c. 629, Pt. B, §7 (AMD).] SECTION HISTORY
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PL 1971, c. 439, §15 (NEW). RR 2001, c. 2, §B48 (COR). RR 2001, c. 2, §B58 (AFF). PL 2007, c. 535, Pt. A, §3 (AMD). PL 2007, c. 535, Pt. A, §7 (AFF). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2009, c. 629, Pt. B, §7 (AMD).
CHAPTER 3
LIMITED PARTNERSHIPS
§51. Organization (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §52. Certificate (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §53. -Acknowledgment and recording (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §54. Liability for misstatements (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §55. Publication and renewals (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §56. Special partners not named and not to act (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §57. Capital to maintain level stated in certificate (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §58. Prosecution of actions (REPEALED)
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
4 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
SECTION HISTORY PL 1969, c. 324, §2 (RP). §59. Voluntary dissolution and notice (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP). §60. Liabilities and immunities (REPEALED) SECTION HISTORY PL 1969, c. 324, §2 (RP).
CHAPTER 5
ESTATES OF DECEASED PARTNERS
§101. Property appraised and administered (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §102. Bond; conditions (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §103. Liability, as if administrator (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §104. Administrator to give bond if survivor does not (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §105. Survivor to produce property for appraisal and administration (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §106. Commissioners on disputed claims; insolvent estates (REPEALED) SECTION HISTORY
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
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PL 1973, c. 377, §4 (RP). §107. Sale of real estate when partner deceased (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP). §108. Death of administrator on partnership estate (REPEALED) SECTION HISTORY PL 1973, c. 377, §4 (RP).
CHAPTER 7
UNIFORM LIMITED PARTNERSHIP ACT
§151. Limited partnership defined (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §152. Formation (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1977, c. 319, §1 (AMD). PL 1983, c. 50, §5 (AMD). PL 1989, c. 501, §L48 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §153. Business which may be carried on (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §154. Character of limited partner's contribution (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §155. A name not to contain surname of limited partner; exceptions (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §156. Liability for false statements in certificate (REPEALED) SECTION HISTORY
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
6 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §157. Limited partner not liable to creditors (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §158. Admission of additional limited partners (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §159. Rights, powers and liabilities of a general partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §160. Rights of a limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §160-A. Limited partnership as entity (REPEALED) SECTION HISTORY PL 1987, c. 92, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §161. Status of person erroneously believing himself a limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §162. One person both general and limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §163. Loans and other business transactions with limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §164. Relation of limited partners inter se (REPEALED) SECTION HISTORY
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
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PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §165. Compensation of limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §166. Withdrawal or reduction of limited partner's contribution (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §167. Liability of limited partner to partnership (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §168. Nature of limited partner's interest in partnership (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §169. Assignment of limited partner's interest (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §170. Effect of retirement, death or insanity of a general partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §171. Death of limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §172. Rights of creditors of limited partner (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §173. Distribution of assets (REPEALED) SECTION HISTORY
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
8 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §174. When certificate shall be cancelled or amended (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §175. Requirements for amendment and for cancellation of certificate (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1977, c. 319, §2 (AMD). PL 1989, c. 501, §L49 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §176. Parties to actions (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §177. Name of chapter (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §178. Rules of construction (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §179. Rules for cases not provided for in this chapter (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §180. Provisions for existing limited partnerships (REPEALED) SECTION HISTORY PL 1969, c. 324, §1 (NEW). PL 1973, c. 788, §152 (AMD). PL 1977, c. 78, §176 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §181. Limited partnerships of other states (REPEALED) SECTION HISTORY PL 1973, c. 365 (NEW). PL 1989, c. 501, §L50 (AMD). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §182. Expedited service
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(REPEALED) SECTION HISTORY PL 1991, c. 465, §35 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §183. Access to Secretary of State's database (REPEALED) SECTION HISTORY PL 1991, c. 465, §35 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF). §184. Publications (REPEALED) SECTION HISTORY PL 1991, c. 465, §35 (NEW). PL 1991, c. 552, §1 (RP). PL 1991, c. 552, §4 (AFF).
CHAPTER 9
UNIFORM PARTNERSHIP ACT
§281. Name of Act (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §282. Definition of terms (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A1 (AMD). PL 2003, c. 344, §D17 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §283. Interpretation of knowledge and notice (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §284. Rules of construction (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §285. Rules for cases not provided for in this Act (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §286. Partnership defined
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
10 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
(REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1977, c. 322, §2 (AMD). PL 1995, c. 633, §A2 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §287. Rules for determining the existence of a partnership (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §288. Partnership property (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1989, c. 120, §1 (RPR). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §289. Partner agent of partnership as to partnership business (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §290. Conveyance of real property of the partnership (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1989, c. 120, §2 (RPR). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §290-A. Partnership as entity (REPEALED) SECTION HISTORY PL 1987, c. 92, §2 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §291. Partnership bound by admission of partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §292. Partnership charged with knowledge of or notice to partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §293. Partnership bound by partner's wrongful act (REPEALED) SECTION HISTORY
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
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PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §294. Partnership bound by partner's breach of trust (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §295. Nature of partner's liability (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A3 (RP). §295-A. Nature of partner's liability (REPEALED) SECTION HISTORY PL 1995, c. 633, §A4 (NEW). RR 2001, c. 2, §C2 (COR). RR 2001, c. 2, §C7 (AFF). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §296. Partner by estoppel (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §297. Liability of incoming partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §298. Rules determining rights and duties of partners (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A5 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §299. Partnership books (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §300. Duty of partners to render information (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §301. Partner accountable as a fiduciary (REPEALED)
MRS Title 31. PARTNERSHIPS AND ASSOCIATIONS
12 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §302. Right to an account (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §303. Continuation of partnership beyond fixed term (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §304. Extent of property rights of a partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §305. Nature of a partner's right in specific partnership property (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1975, c. 412 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §306. Nature of partner's interest in the partnership (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §307. Assignment of partner's interest (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §308. Partner's interest subject to charging order (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §309. Dissolution defined (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §310. Partnership not terminated by dissolution (REPEALED)
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SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §311. Causes of dissolution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1979, c. 127, §175 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §312. Dissolution by decree of court (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1977, c. 696, §230 (RP). §312-A. Dissolution by decree of court (REPEALED) SECTION HISTORY PL 1977, c. 696, §231 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §313. General effect of dissolution on authority of partner (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §314. Right of partner to contribution from copartners after dissolution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §§A6,7 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §315. Power of partner to bind partnership to 3rd persons after dissolution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1977, c. 696, §232 (RP). §315-A. Power of partner to bind partnership to 3rd persons after dissolution (REPEALED) SECTION HISTORY PL 1977, c. 696, §233 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §316. Effect of dissolution on partner's existing liability (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §A8 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF).
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14 | Title 31. PARTNERSHIPS AND ASSOCIATIONS Generated 11.18.2021
§317. Right to wind up (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §318. Rights of partners to application of partnership property (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §319. Rights where partnership is dissolved for fraud or misrepresentation (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §320. Rules for distribution (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 1995, c. 633, §§A9,10 (AMD). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §321. Liability of persons continuing the business in certain cases (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §322. Rights of retiring or estate of deceased partner when the business is continued (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF). §323. Accrual of actions (REPEALED) SECTION HISTORY PL 1973, c. 377, §1 (NEW). PL 2005, c. 543, §A1 (RP). PL 2005, c. 543, §A3 (AFF).
CHAPTER 11
SUBCHAPTER 1
GENERAL PROVISIONS
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §402. Definitions (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 302, §8 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §403. Limited partnership name (REPEALED) SECTION HISTORY RR 1991, c. 2, §116 (COR). PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §§47,48 (AMD). PL 1993, c. 616, §7 (AMD). PL 1993, c. 718, §B9 (AMD). RR 1995, c. 2, §74 (COR). PL 1995, c. 458, §12 (AMD). PL 1995, c. 633, §§C11,12 (AMD). PL 1997, c. 376, §32 (AMD). PL 1997, c. 633, §§5-7 (AMD). PL 1999, c. 638, §9 (AMD). RR 2001, c. 2, §B49 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §C1 (RP). §403-A. Limited partnership name (REPEALED) SECTION HISTORY PL 2003, c. 344, §C2 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §404. Reservation of name (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2003, c. 344, §C3 (RP). §404-A. Reserved name (REPEALED) SECTION HISTORY PL 2003, c. 344, §C4 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §405. Assumed name of limited partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2003, c. 344, §C5 (RP). §405-A. Assumed or fictitious name of limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 344, §C6 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §406. Registered name and renewal for foreign limited partnership; termination
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §49 (AMD). PL 1995, c. 458, §13 (AMD). PL 1995, c. 514, §3 (AMD). PL 2003, c. 344, §C7 (RP). §406-A. Registered name of foreign limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 344, §C8 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §407. Registered office; registered agent (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §§50,51 (AMD). PL 1997, c. 376, §33 (AMD). PL 1999, c. 594, §19 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). PL 2007, c. 231, §23 (AMD). §408. Suspension by Secretary of State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §U25 (AMD). PL 1999, c. 638, §§10-12 (AMD). PL 2003, c. 631, §35 (RP). §408-A. Grounds for administrative dissolution of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-B. Procedure for and effect of administrative dissolution of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-C. Reinstatement following administrative dissolution of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-D. Appeal from denial of reinstatement of domestic limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §408-E. Reinstatement of suspended domestic limited partnership (REPEALED) SECTION HISTORY
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PL 2003, c. 631, §36 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §409. Service of process upon domestic limited partnerships (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §410. Service of nonresident general partners of domestic limited partnerships (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §411. Nature of business permitted (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §412. Business transactions of partner with partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §413. Rules (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §§U26,27 (AMD). PL 2003, c. 631, §37 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §414. Expedited service (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §415. Access to data base (REPEALED) SECTION HISTORY PL 1993, c. 316, §52 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §416. Publications (REPEALED) SECTION HISTORY
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PL 1993, c. 316, §52 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §416-A. Certificate of existence; certificate of authority; certificate of fact (REPEALED) SECTION HISTORY PL 2003, c. 631, §38 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §417. Merger or consolidation (REPEALED) SECTION HISTORY PL 1999, c. 638, §13 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §418. Conversion of limited partnership (REPEALED) SECTION HISTORY PL 1999, c. 638, §13 (NEW). PL 2003, c. 344, §D18 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §419. Approval of conversion of limited partnership (REPEALED) SECTION HISTORY PL 1999, c. 638, §13 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 2
FORMATION AND CERTIFICATE OF LIMITED PARTNERSHIP
§421. Certificate of limited partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §422. Amendment to certificate (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §53 (AMD). PL 1995, c. 458, §14 (AMD). PL 1999, c. 594, §§20,21 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §422-A. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 316, §54 (NEW). PL 1995, c. 633, §C13 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§423. Cancellation of certificate (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §424. Execution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §55 (AMD). PL 1997, c. 376, §§34,35 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §425. Execution, amendment or cancellation by judicial order (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §426. Filing (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §427. Materially inaccurate statement (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §428. Notice (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 3
LIMITED PARTNERS
§431. Admission of limited partners (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§432. Classes and voting (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §433. Powers and liabilities (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §434. Person erroneously believing self to be a limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §435. Access to information (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §436. Remedies for breach of partnership agreement by limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §437. Disclosure of limited partners (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1999, c. 638, §14 (RP).
SUBCHAPTER 4
GENERAL PARTNERS
§441. Admission of general partners (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§442. Events of withdrawal (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §443. General powers and liabilities (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §444. Contributions by a general partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §445. Classes and voting (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §446. Nature of general partner's services (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §447. Remedies for breach of partnership agreement by general partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 5
FINANCE
§451. Form of contribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§452. Liability for contribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §453. Allocation of profits and losses (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §454. Allocation of distributions (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 6
DISTRIBUTIONS AND WITHDRAWAL
§461. Interim distributions (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §462. Withdrawal of general partner and assignment of general partner's partnership interest (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §463. Withdrawal of limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §464. Distribution upon withdrawal (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§465. Distribution in kind (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §466. Right to distribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §467. Limitations on distribution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 7
ASSIGNMENT OF PARTNERSHIP INTERESTS
§471. Nature of partnership interest (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §472. Assignment of partnership interest (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §473. Rights of judgment creditor (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §474. Right of assignee to become limited partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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§475. Powers of estate of deceased or incompetent partner (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 8
DISSOLUTION
§481. Nonjudicial dissolution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §482. Judicial dissolution (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §483. Winding up (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §484. Distribution of assets (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 9
FOREIGN LIMITED PARTNERSHIPS
§491. Law governing (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §492. Authority to do business required; application
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §56 (AMD). PL 1993, c. 316, §57 (AMD). PL 1997, c. 376, §§36,37 (AMD). PL 2003, c. 344, §C9 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §493. Evidence of authority to do business (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §494. Name; registered office; registered agent (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §§58-60 (AMD). PL 1997, c. 376, §38 (AMD). PL 2001, c. 66, §3 (AMD). PL 2003, c. 344, §C10 (AMD). PL 2005, c. 529, §4 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). PL 2007, c. 231, §24 (AMD). §495. Amendments to application (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 316, §61 (AMD). PL 1995, c. 458, §15 (AMD). PL 1997, c. 376, §39 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §495-A. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 316, §62 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §496. Cancellation of authority to do business (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §497. Doing business without authority; right to sue and be sued; liability of limited partners;
penalties (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1993, c. 616, §8 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498. Doing business without authority; court injunction; revocation by Secretary of State (REPEALED)
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SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §U28 (AMD). RR 1993, c. 1, §80 (COR). PL 1993, c. 316, §63 (AMD). PL 1999, c. 547, §B51 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 344, §§C11,12 (AMD). PL 2003, c. 631, §39 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498-A. Grounds for revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §40 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498-B. Procedure for and effect of revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §40 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §498-C. Appeal from revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §40 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §499. Execution of documents; liability for false statements (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). RR 1993, c. 1, §81 (COR). PL 1993, c. 316, §64 (RPR). PL 1997, c. 376, §40 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §500. Service of process on foreign limited partnerships authorized to do business in State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §501. Service of process on foreign limited partnerships not authorized to do business in State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §502. Service of process on Secretary of State for foreign limited partnership (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
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SUBCHAPTER 10
DERIVATIVE ACTIONS
§511. Right to bring action (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §512. Proper plaintiff (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §513. Complaint (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §514. Expenses (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
SUBCHAPTER 11
MISCELLANEOUS
§521. Construction and application of chapter (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1999, c. 638, §15 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §522. Construction and application of partnership agreement (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §523. Effective date
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(REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §524. Application to existing limited partnership; definition (REPEALED) SECTION HISTORY RR 1991, c. 1, §43 (COR). PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1997, c. 376, §41 (AMD). PL 2003, c. 344, §C13 (AMD). PL 2003, c. 631, §41 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §525. Cases not provided for in chapter (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §526. Fees, penalties (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 1991, c. 780, §§U29-31 (AMD). PL 1993, c. 316, §§65-73 (AMD). PL 1995, c. 458, §§16,17 (AMD). PL 1997, c. 376, §§42-46 (AMD). PL 1999, c. 594, §§22,23 (AMD). PL 1999, c. 638, §§16-20 (AMD). RR 2003, c. 2, §95 (COR). PL 2003, c. 344, §§C14-18 (AMD). PL 2003, c. 631, §§42-48 (AMD). PL 2003, c. 673, §§WWW14-21 (AMD). PL 2003, c. 673, §WWW37 (AFF). PL 2003, c. 673, §XXX4, 5 (AMD). PL 2003, c. 673, §XXX10 (AFF). PL 2005, c. 12, §§FF6-8 (AMD). PL 2005, c. 397, §A34 (AMD). PL 2005, c. 397, §A35 (AFF). PL 2005, c. 529, §5 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §527. Reserved power of State to alter or repeal chapter (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §528. Duty of Secretary of State (REPEALED) SECTION HISTORY PL 1991, c. 552, §2 (NEW). PL 1991, c. 552, §4 (AFF). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §529. Annual report of domestic and foreign limited partnerships (REPEALED) SECTION HISTORY
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PL 1991, c. 780, §U32 (NEW). PL 1997, c. 376, §47 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §529-A. Amended annual report of domestic or foreign limited partnership (REPEALED) SECTION HISTORY PL 2003, c. 631, §49 (NEW). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF). §530. Failure to file annual report; incorrect report; penalties (REPEALED) SECTION HISTORY PL 1991, c. 780, §U33 (NEW). PL 1995, c. 458, §18 (AMD). PL 1999, c. 547, §B52 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 631, §50 (AMD). PL 2005, c. 543, §C1 (RP). PL 2005, c. 543, §C3 (AFF).
CHAPTER 13
SUBCHAPTER 1
GENERAL PROVISIONS
§601. Short title (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §602. Definitions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2005, c. 302, §9 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §603. Limited liability company name (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §75 (COR). PL 1995, c. 458, §19 (AMD). PL 1995, c. 633, §§C14,15 (AMD). PL 1997, c. 376, §48 (AMD). PL 1997, c. 633, §§8,9 (AMD). PL 1999, c. 638, §21 (AMD). RR 2001, c. 2, §B50 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §C19 (RP). §603-A. Limited liability company name (REPEALED) SECTION HISTORY
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PL 2003, c. 344, §C20 (NEW). PL 2005, c. 543, §D13 (AMD). PL 2005, c. 543, §D18 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §604. Reservation of name (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2003, c. 344, §C21 (RP). §604-A. Reserved name (REPEALED) SECTION HISTORY PL 2003, c. 344, §C22 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §605. Assumed name (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2003, c. 344, Pt. C, §23 (RP). §605-A. Assumed or fictitious name of limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 344, §C24 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §606. Registered name and renewal for foreign limited liability company; termination (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §20 (AMD). PL 1995, c. 514, §§4,5 (AMD). PL 2003, c. 344, Pt. C, §25 (RP). §606-A. Registered name of foreign limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 344, §C26 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §607. Registered office; registered agent (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 594, §24 (AMD). PL 2007, c. 231, §25 (AMD). PL 2007, c. 323, Pt. D, §1 (RP). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §607-A. Registered agent of domestic limited liability company (REPEALED)
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SECTION HISTORY PL 2007, c. 535, Pt. B, §6 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608. Suspension by Secretary of State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §§22-25 (AMD). PL 2003, c. 631, §51 (RP). §608-A. Grounds for administrative dissolution of domestic limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §§2, 3 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-B. Procedure for and effect of administrative dissolution (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §§4-6 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-C. Reinstatement following administrative dissolution (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §7 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-D. Appeal from denial of reinstatement (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2007, c. 323, Pt. D, §8 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-E. Reinstatement of suspended domestic limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §52 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §608-F. Revival of domestic limited liability company after dissolution (REPEALED) SECTION HISTORY PL 2007, c. 231, §26 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §609. Service of process upon domestic limited liability company (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §76 (COR). PL 2007, c. 323, Pt. D, §9 (RP). PL 2007, c. 323, Pt. G, §4 (AFF). §609-A. Service of process upon domestic limited liability company (REPEALED) SECTION HISTORY PL 2007, c. 323, Pt. D, §10 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §610. Service of nonresident managers or members of domestic limited liability companies (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §611. Nature of business (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 633, §C16 (RPR). RR 2001, c. 2, §C3 (COR). RR 2001, c. 2, §C7 (AFF). PL 2003, c. 344, §D19 (AMD). PL 2005, c. 302, §§10,11 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §612. Rules (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2003, c. 631, §53 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §613. Expedited service (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §614. Access to database (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §615. Publications (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §616. Certificate of existence; certificate of authority; certificate of fact (REPEALED) SECTION HISTORY PL 2003, c. 631, §54 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
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SUBCHAPTER 2
FORMATION
§621. Formation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §10 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §622. Articles of organization (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 514, §6 (AMD). PL 2007, c. 323, Pt. D, §11 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §623. Amendment to articles (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 514, §§7,8 (AMD). PL 1997, c. 376, §49 (AMD). PL 2007, c. 323, Pt. D, §§12, 13 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 164, §1 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §624. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 633, §C17 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §625. Certificate of cancellation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 231, §27 (AMD). PL 2009, c. 56, §21 (AMD). PL 2009, c. 164, §2 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §626. Statement of limited liability company authority (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §50 (AMD). PL 1997, c. 633, §11 (RP). §627. Execution (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §§51,52 (AMD). PL 2007, c. 323, Pt. D, §14 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §628. Execution, amendment or cancellation by judicial order (REPEALED) SECTION HISTORY PL 1993, c. 718, Pt. A, §1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §629. Filing (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §630. Materially inaccurate statement (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §631. Notice (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 3
RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
§641. Agency power of members and managers (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §12 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §642. Admissions of members and managers (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §13 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §643. Limited liability company charged with knowledge of or notice to member or manager (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §14 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §644. Limited liability company liable for member's or manager's actionable conduct;
misapplication (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §645. Liability to 3rd parties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §77 (COR). PL 1995, c. 458, §21 (AMD). RR 2001, c. 2, §C4 (COR). RR 2001, c. 2, §C7 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §646. Parties to actions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §647. Disclosure of members (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §26 (RP).
SUBCHAPTER 4
RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§651. Management; voting; classes (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §652. Duties of managers and members (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §§15,16 (AMD). PL 2009, c. 164, §3 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §653. Voting (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
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§654. Indemnification of managers, members, employees and agents; insurance (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §655. Records and information (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §656. Remedies for breach of operating agreement by manager (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §657. Reliance on reports and information by member or manager (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 5
FINANCE
§661. Contributions to capital (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §662. Liability for contributions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §663. Allocation of profits and losses (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 6
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §672. Distributions on withdrawal (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §673. Distribution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §674. Right to distribution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §675. Restrictions on distributions and wrongful distributions (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §676. Liability upon wrongful distribution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 7
OWNERSHIP AND TRANSFER OF PROPERTY
§681. Ownership of limited liability company property (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §682. Rules for determining when property is owned by a limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §683. Transfer of property (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §684. Nature of membership interest (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §685. Assignment of membership interest (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §686. Rights of judgment creditor (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §687. Right of assignee to become a member (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §688. Powers of estate of a deceased or incompetent member (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 8
ADMISSION AND WITHDRAWAL OF MEMBERS
§691. Admission of members (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §692. Events of withdrawal (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §693. Power of member who has withdrawn to bind limited liability company (REPEALED) SECTION HISTORY
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PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §694. Statement of withdrawal (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §695. Rights of former member (REPEALED) SECTION HISTORY PL 1999, c. 638, §27 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 9
DISSOLUTION
§701. Nonjudicial dissolution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 633, §§17,18 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §702. Dissolution pursuant to court order (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §703. Winding up (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 164, §4 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §704. Agency power of managers or members after dissolution (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §705. Distribution of assets (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §706. Known claims against dissolved limited liability company (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §707. Unknown claims against dissolved limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §15 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 10
FOREIGN LIMITED LIABILITY COMPANIES
§711. Laws governing foreign limited liability companies (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §712. Authority to do business required; application (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 1995, c. 2, §78 (COR). PL 1997, c. 376, §§53,54 (AMD). PL 2003, c. 344, §C27 (AMD). PL 2005, c. 302, §§12-14 (AMD). PL 2007, c. 323, Pt. D, §§16-18 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §713. Evidence of authority to do business (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §714. Name; registered office; registered agent (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §55 (AMD). PL 1999, c. 594, §25 (AMD). PL 2003, c. 344, §C28 (AMD). PL 2005, c. 529, §6 (AMD). PL 2007, c. 231, §28 (AMD). PL 2007, c. 323, Pt. D, §§19-24 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 535, Pt. B, §7 (AMD). PL 2009, c. 415, Pt. A, §15 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §715. Amendments to application (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §22 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
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§716. Certificate of correction (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §717. Cancellation of authority to do business (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §718. Doing business without authority; right to sue and be sued; liability of members; penalties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719. Doing business without authority; court injunction; revocation by Secretary of State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 547, §B53 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 344, §C29 (AMD). PL 2003, c. 631, §55 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719-A. Grounds for revocation of authority of foreign limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §56 (NEW). PL 2007, c. 323, Pt. D, §§25, 26 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719-B. Procedure for and effect of revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §56 (NEW). PL 2007, c. 323, Pt. D, §§27-29 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §719-C. Appeal from revocation (REPEALED) SECTION HISTORY PL 2003, c. 631, §56 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §720. Action by Attorney General (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §721. Execution of documents; liability for false statements (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §56 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §722. Service of process on foreign limited liability companies authorized to do business in State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §30 (RP). PL 2007, c. 323, Pt. G, §4 (AFF). §722-A. Service of process upon foreign limited liability company authorized to do business in
State (REPEALED) SECTION HISTORY PL 2007, c. 323, Pt. D, §31 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §723. Service of process on foreign limited liability company not authorized to do business in
State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §32 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §724. Service of process on Secretary of State for foreign limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2007, c. 323, Pt. D, §33 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
SUBCHAPTER 11
SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY
§731. Suits by and against a limited liability company (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §732. Right to bring action (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §733. Proper plaintiff (REPEALED)
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SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §734. Complaint (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §735. Expenses (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 12
MERGER AND CONSOLIDATION
§741. Merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §28 (RP). §741-A. Merger or consolidation (REPEALED) SECTION HISTORY PL 1999, c. 638, §29 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §742. Approval of merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §30 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §743. Plan of merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §30 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §744. Certificate of merger or consolidation (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §§31,32 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §745. Effects of merger or consolidation
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §33 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §746. Conversion of limited liability company (REPEALED) SECTION HISTORY PL 1999, c. 638, §34 (NEW). PL 2003, c. 344, §D20 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §747. Approval of conversion of limited liability company or other business entity (REPEALED) SECTION HISTORY PL 1999, c. 638, §34 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
SUBCHAPTER 13
MISCELLANEOUS
§751. Fees; penalties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §23 (AMD). PL 1995, c. 514, §9 (AMD). PL 1997, c. 376, §§57-60 (AMD). PL 1997, c. 633, §19 (AMD). PL 1999, c. 594, §26 (AMD). PL 1999, c. 638, §§35-39 (AMD). RR 2003, c. 2, §96 (COR). PL 2003, c. 344, §§C30-33 (AMD). PL 2003, c. 631, §§57-63 (AMD). PL 2003, c. 673, §§WWW22-29 (AMD). PL 2003, c. 673, §§WWW37,XXX10 (AFF). PL 2003, c. 673, §XXX6, 7 (AMD). PL 2005, c. 12, §§FF9-11 (AMD). PL 2005, c. 397, §A36 (AMD). PL 2005, c. 397, §A37 (AFF). PL 2005, c. 529, §7 (AMD). PL 2007, c. 231, §§29-32 (AMD). PL 2007, c. 323, Pt. D, §§34-37 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 496, §§1-4 (AMD). PL 2007, c. 535, Pt. A, §§4, 5 (AMD). PL 2007, c. 535, Pt. A, §7 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §752. Knowledge (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §753. Rules of construction (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 638, §40 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §754. Jurisdiction of the Superior Court
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §755. Interstate application (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §756. Duty of Secretary of State (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §757. Annual report of domestic and foreign limited liability companies (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1997, c. 376, §61 (AMD). PL 2007, c. 323, Pt. D, §§38-41 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 496, §§5, 6 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §757-A. Amended annual report of domestic or foreign limited liability company (REPEALED) SECTION HISTORY PL 2003, c. 631, §64 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §758. Failure to file annual report; incorrect report; penalties (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1995, c. 458, §24 (AMD). PL 1999, c. 547, §B54 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 631, §65 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §759. Effective date (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §760. Application to existing foreign limited liability companies; definition (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). RR 2001, c. 2, §B51 (COR). RR 2001, c. 2, §B58 (AFF). PL 2005, c. 543, §D14 (AMD). PL 2005, c. 543, §D18 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §761. Taxation of limited liability companies
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(REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 1999, c. 414, §§4,5 (AMD). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF). §762. References to limited partnerships (REPEALED) SECTION HISTORY PL 1993, c. 718, §A1 (NEW). PL 2005, c. 543, §D15 (AMD). PL 2005, c. 543, §D18 (AFF). PL 2009, c. 629, Pt. A, §1 (RP). PL 2009, c. 629, Pt. A, §3 (AFF).
CHAPTER 15
SUBCHAPTER 1
GENERAL PROVISIONS
§801. Short title This Act is known and may be cited as the "Maine Limited Liability Partnership Act." [PL 1995,
c. 633, Pt. B, §1 (NEW).] SECTION HISTORY PL 1995, c. 633, §B1 (NEW). §802. Definitions (REPEALED) SECTION HISTORY PL 1995, c. 633, §B1 (NEW). PL 2005, c. 302, §15 (RP). §802-A. Definitions
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2005, c. 302, §16 (NEW).]
1. Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. [PL 2005, c. 302, §16 (NEW).]
2. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient. [PL 2005, c. 302, §16 (NEW).]
3. Foreign limited liability partnership. "Foreign limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of that jurisdiction. [PL 2005, c. 302, §16 (NEW).]
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4. Registered limited liability partnership. "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the Uniform Partnership Act and registered under this Act. [PL 2005, c. 302, §16 (NEW).]
5. Sign; signature. "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature. [PL 2005, c. 302, §16 (NEW).] SECTION HISTORY PL 2005, c. 302, §16 (NEW). §803. Registered limited liability partnership name (REPEALED) SECTION HISTORY PL 1995, c. 633, §B1 (NEW). PL 1997, c. 376, §62 (AMD). PL 1997, c. 633, §§20,21 (AMD). PL 1999, c. 638, §41 (AMD). RR 2001, c. 2, §B52 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §C34 (RP). §803-A. Registered limited liability partnership name
1. Requirements. A limited liability partnership name must contain the words "Limited Liability Partnership," the abbreviation "L.L.P." or the designation "LLP" unless the partnership is filing an assumed name under section 805A or a registration of name under section 806A. If the words "Limited Liability Partnership," "Limited Liability Partnership, Chartered," "Limited Liability Partnership, Professional Association," "Limited Liability Partnership, P.A." or any of the designations without commas are used, a limited liability partnership may also use the abbreviation "L.L.P." or the designation "LLP" without filing an assumed name under section 805A. [PL 2003, c. 344, Pt. C, §35 (NEW).]
2. Distinguishable name. Except as authorized by subsections 3 and 4, a limited liability partnership name must be distinguishable on the records of the Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Marks registered under Title 10, chapter 301A unless the registered owner or holder of the mark is the same person or entity as the limited liability partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2003, c. 344, Pt. C, §35 (NEW).] 3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse
to file a name that: A. Consists of or comprises language that is obscene; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Inappropriately promotes abusive or unlawful activity; [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Falsely suggests an association with public institutions; or [PL 2003, c. 344, Pt. C, §35 (NEW).] D. Violates any other provision of the law of this State with respect to names. [PL 2003, c. 344, Pt. C, §35 (NEW).]
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[PL 2003, c. 344, Pt. C, §35 (NEW).] 4. Authorization to use name. A limited liability partnership may apply to the Secretary of State
for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or [PL 2003, c. 344, Pt. C, §35 (NEW).] B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2003, c. 344, Pt. C, §35 (NEW).] 5. Use of another limited liability partnership's name. A limited liability partnership may use
the name, including the assumed or fictitious name, of another registered or foreign limited liability partnership that is used in this State if the other limited liability partnership is organized or authorized to transact business in this State and the limited liability partnership proposing to use the name:
A. Has merged with the other limited liability partnership; [PL 2003, c. 344, Pt. C, §35 (NEW).] B. Has been formed by reorganization of the other limited liability partnership; or [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Has acquired all or substantially all of the assets, including the limited liability partnership name, of the other limited liability partnership. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2003, c. 344, Pt. C, §35 (NEW).] 6. Determining distinguishability. In determining whether names are distinguishable on the
records, the Secretary of State shall disregard the following: A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation"; [PL 2005, c. 543, Pt. D, §16 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2003, c. 344, Pt. C, §35 (NEW).] C. Differences in the use of punctuation, capitalization or special characters. [PL 2003, c. 344, Pt. C, §35 (NEW).]
[PL 2005, c. 543, Pt. D, §16 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] 7. Change of