Maine Revised Statutes Title 31 Sec. 1393 – Winding up
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1. Purpose after dissolution. A limited partnership continues after dissolution only for the purpose of winding up its activities.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1393
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Certificate of limited partnership: means the certificate required by section 1321. See Maine Revised Statutes Title 31 Sec. 1302
- General partner: means :
A. See Maine Revised Statutes Title 31 Sec. 1302Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity. Majority: when used in reference to age shall mean the age of 18 and over. See Maine Revised Statutes Title 1 Sec. 72 Partner: means a limited partner or general partner. See Maine Revised Statutes Title 31 Sec. 1302 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. Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency or instrumentality; public corporation; or any other legal or commercial entity. See Maine Revised Statutes Title 31 Sec. 1302 Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government. State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Maine Revised Statutes Title 31 Sec. 1302 Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. See Maine Revised Statutes Title 31 Sec. 1302
2. Winding up limited partnership. In winding up its activities, the limited partnership:
A. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 1323 and perform other necessary acts; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities and marshal and distribute the assets of the partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3. Appointment to wind up activities. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
B. Shall promptly amend the certificate of limited partnership to state:
(1) That the limited partnership does not have a general partner;
(2) The name of the person that has been appointed to wind up the limited partnership; and
(3) The street and mailing address of the person. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4. Judicial supervision. On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
A. The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3; or [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The applicant establishes other good cause. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).