Maine Revised Statutes Title 31 Sec. 1438 – Filings required for merger; effective date
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1. Articles of merger; signed. After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
A. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Each other preexisting constituent organization, by an authorized representative. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1438
- Certificate of limited partnership: means the certificate required by section 1321. See Maine Revised Statutes Title 31 Sec. 1302
- Constituent limited partnership: means a constituent organization that is a limited partnership. See Maine Revised Statutes Title 31 Sec. 1431
- Constituent organization: means an organization that is party to a merger. 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
- 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.
- 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.
- Surviving organization: means an organization into which one or more other organizations are merged. See Maine Revised Statutes Title 31 Sec. 1431
2. Articles of merger; contents. The articles of merger must include:
A. The name and form of each constituent organization and the jurisdiction of its governing statute; [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect; [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The date the merger is effective under the governing statute of the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. If the surviving organization is to be created by the merger:
(1) If the surviving organization will be a limited partnership, the limited partnership’s certificate of limited partnership; or
(2) If the surviving organization will be an organization other than a limited partnership, the organizational document that creates the organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute; [PL 2005, c. 543, Pt. C, §2 (NEW).]
G. If the surviving 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 1439, subsection 2; and [PL 2007, c. 323, Pt. F, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
H. Any additional information required by the governing statute of any constituent organization. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
3. Deliver to Secretary of State. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4. Merger effective. A merger becomes effective under this subchapter:
A. If the surviving organization is a limited partnership, upon the later of:
(1) Compliance with subsection 3; and
(2) Subject to section 1326, subsection 3, as specified in the articles of merger; or [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving 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, §35 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).