§ 1431 Definitions
§ 1432 Conversion
§ 1433 Action on plan of conversion by converting limited partnership
§ 1434 Filings required for conversion; effective date
§ 1435 Effect of conversion
§ 1436 Merger
§ 1437 Action on plan of merger by constituent limited partnership
§ 1438 Filings required for merger; effective date
§ 1439 Effect of merger
§ 1440 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
§ 1441 Liability of general partner after conversion or merger
§ 1442 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
§ 1443 Subchapter not exclusive

Terms Used In Maine Revised Statutes > Title 31 > Chapter 19 > Subchapter 11 - Conversion and Merger

  • 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
  • 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
  • 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
  • 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.
  • Foreign limited partnership: means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. 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
  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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.
  • Organization: includes domestic and foreign organizations whether or not organized for profit. See Maine Revised Statutes Title 31 Sec. 1431
  • Organizational documents: means :
A. 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
  • 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
  • Person dissociated as a general partner: means a person dissociated as a general partner of a 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:
    • A. See Maine Revised Statutes Title 31 Sec. 1431
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Maine Revised Statutes Title 31 Sec. 1302
  • right of contribution: means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner. See Maine Revised Statutes Title 31 Sec. 1302
  • 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