Maine Revised Statutes Title 31 Sec. 1434 – Filings required for conversion; effective date
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1. Deliver to Secretary of State articles of conversion; certificate of limited partnership. After a plan of conversion is approved:
A. A converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:
(1) A statement that the limited partnership has been converted into another organization;
(2) The name and form of the organization and the jurisdiction of its governing statute;
(3) The date the conversion is effective under the governing statute of the converted organization;
(4) A statement that the conversion was approved as required by this chapter;
(5) A statement that the conversion was approved as required by the governing statute of the converted organization; and
(6) If the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that may be used for service of process under section 1435, subsection 3; and [PL 2007, c. 323, Pt. F, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
B. If the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by section 1321:
(1) A statement that the limited partnership was converted from another organization;
(2) The name and form of the organization and the jurisdiction of its governing statute; and
(3) A statement that the conversion was approved in a manner that complied with the organization’s governing statute. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1434
- Certificate of limited partnership: means the certificate required by section 1321. See Maine Revised Statutes Title 31 Sec. 1302
- Converted organization: means the organization into which a converting organization converts pursuant to sections 1432 to 1435. See Maine Revised Statutes Title 31 Sec. 1431
- Converting limited partnership: means a converting organization that is a limited partnership. See Maine Revised Statutes Title 31 Sec. 1431
- Converting organization: means an organization that converts into another organization pursuant to section 1432. See Maine Revised Statutes Title 31 Sec. 1431
- 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.
- Organization: includes domestic and foreign organizations whether or not organized for profit. See Maine Revised Statutes Title 31 Sec. 1431
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
- 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
- Statute: A law passed by a legislature.
2. Conversion effective. A conversion becomes effective:
A. If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §33 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).