Maine Revised Statutes Title 31 Sec. 1093 – Conversion of partnership to a business entity
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1. Conversion. A partnership or a limited liability partnership may be converted to a limited partnership, limited liability limited partnership, corporation or limited liability company pursuant to this section.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1093
- Corporation: means a corporation created under the Maine Business Corporation Act, predecessor law or comparable law of another jurisdiction. See Maine Revised Statutes Title 31 Sec. 1091
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- General partner: means a partner in a partnership, a general partner in a limited partnership, a general partner in a limited liability partnership and a general partner in a limited liability limited partnership. See Maine Revised Statutes Title 31 Sec. 1091
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited liability company: means a limited liability company created under the Maine Limited Liability Company Act, predecessor law or comparable law of another jurisdiction. See Maine Revised Statutes Title 31 Sec. 1091
- Limited liability limited partnership: means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. See Maine Revised Statutes Title 31 Sec. 1091
- Limited liability partnership: means a partnership that has registered as a limited liability partnership pursuant to section 821 and does not have a similar statement in effect in any other jurisdiction. See Maine Revised Statutes Title 31 Sec. 1001
- Limited partner: means a limited partner in a limited partnership and a limited partner in a limited liability partnership. See Maine Revised Statutes Title 31 Sec. 1091
- Limited partnership: means a limited partnership created under the Uniform Limited Partnership Act, predecessor law or comparable law of another jurisdiction. See Maine Revised Statutes Title 31 Sec. 1091
- Member: means a person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company. See Maine Revised Statutes Title 31 Sec. 1091
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: includes both a general partner and a limited partner. See Maine Revised Statutes Title 31 Sec. 1091
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means a partnership formed under section 1022 or any predecessor law. See Maine Revised Statutes Title 31 Sec. 1091
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Maine Revised Statutes Title 31 Sec. 1001
- Shareholder: means the person in whose name the units into which proprietary interests in a corporation are divided are registered in the records of the corporation or the beneficiary owner of such units to the extent of the rights granted by a nominee certificate on file with a corporation. See Maine Revised Statutes Title 31 Sec. 1091
- Statement: means a statement of dissociation under section 1074, a statement of dissolution under section 1085, a statement of merger under section 1097, a statement electing to be governed by this chapter prior to July 1, 2006 or an amendment or cancellation of any of the foregoing. See Maine Revised Statutes Title 31 Sec. 1001
2. Terms and conditions. The terms and conditions of a conversion of a partnership to a limited partnership, limited liability limited partnership, corporation or limited liability company must be approved by all of the partners or as otherwise provided in the partnership agreement.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3. Organizational documents filed. After the conversion is approved by the partners, articles of conversion must be executed on behalf of the converting entity by a partner or other duly authorized representative. The articles must:
A. Set forth the name of the entity immediately before the filing of the articles of conversion and the name to which the name of the entity is to be changed, which must be a name that satisfies the organic law of the surviving entity; [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. State the type of entity that the surviving entity will be; [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Set forth a statement that the plan of entity conversion was duly approved by the partners in the manner required by this Act and the partnership agreement; and [PL 2005, c. 543, Pt. A, §2 (NEW).]
D. If the surviving entity is a filing entity, either contain all the provisions required to be set forth in its public organic document with any other desired provisions that are permitted or have attached a public organic document. [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4. Effective date of conversion. The conversion takes effect when the articles of conversion are filed or at any later date specified in the articles of conversion or as provided by the organic laws of the surviving entity.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5. Liability. A general partner who becomes a limited partner, general partner in a limited liability limited partnership, shareholder or member as a result of the conversion remains liable as a general partner of a partnership for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with a limited partnership, limited liability limited partnership, corporation or limited liability company reasonably believes when entering the transaction that the limited partner, general partner, shareholder or member is a general partner in a partnership or a general partner in a limited partnership, the limited partner, general partner, shareholder or member is liable for an obligation for which such partner would be personally liable under section 1034 that is incurred by the limited partnership, limited liability limited partnership, corporation or limited liability company within 90 days after the conversion takes effect. The limited partner’s, general partner’s, shareholder’s or member’s liability for all other obligations of the limited partnership, limited liability limited partnership, corporation or limited liability company incurred after the conversion takes effect is that of a limited partner, shareholder or member as provided in the jurisdiction in which the limited partnership, limited liability limited partnership, corporation or limited liability company is formed.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).