Maine Revised Statutes Title 31 Sec. 1440 – Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
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1. Consent for personal liability; exceptions. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:
A. The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The partner has consented to the provision of the partnership agreement. [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. 1440
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of limited partnership: means the certificate required by section 1321. See Maine Revised Statutes Title 31 Sec. 1302
- General partner: means a general partner of a limited partnership. See Maine Revised Statutes Title 31 Sec. 1431
- 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.
- Partnership agreement: means the partners' agreement, whether oral, implied, in a record or in any combination, concerning the limited partnership. See Maine Revised Statutes Title 31 Sec. 1302
- Personal liability: means personal liability for a debt, liability or other obligation of an organization that is imposed on a person that co-owns, has an interest in or is a member of the organization:
2. Consent required for amendment to certificate; exception. An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
A. The limited partnership’s partnership agreement provides for the amendment with the consent of fewer than all the general partners; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3. Insufficient consent. A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).