CONVERSION AND MERGER

M.R.S. tit. 31, ch. 19, subch. 11

in effect

31 M.R.S. §1431 Definitions

1431. Definitions As used in this subchapter, the following terms have the following meanings. 1. Constituent limited partnership. "Constituent limited partnership" means a constituent organization that is a limited partnership. 2. Constituent organization. "Constituent organization" means an organization that is party to a merger. 3. Converted organization. "Converted organization" means the organization into which a converting organization converts pursuant to sections 1432 to 1435. 4. Converting limited partnership. "Converting limited partnership" means a converting organization that is a limited partnership. 5. Converting organization. "Converting organization" means an organization that converts into another organization pursuant to section 1432. 6. General partner. "General partner" means a general partner of a limited partnership. 7. Governing statute. "Governing statute" of an organization means the statute that governs the organization's internal affairs. 8. Organization. "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. "Organization" includes domestic and foreign organizations whether or not organized for profit. 9. Organizational documents. "Organizational documents" means: A. For a domestic or foreign general partnership, its partnership agreement; B. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; C. For a limited liability company or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute; D. For a business trust, its agreement of trust and declaration of trust; E. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; and F. For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it or are members of it. 10. Personal liability. "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. By the organization's governing statute solely by reason of the person co-owning, having an interest in or being a member of the organization; or B. By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in or being a member of the organization. 11. Surviving organization. "Surviving organization" means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger. PL 2005, c. 543, §C2 (NEW). PL 2011, c. 113, Pt. B, §2 (AMD).

31 M.R.S. §1432 Conversion

1432. Conversion 1. Conversion to or from limited partnership. An organization other than a limited partnership may convert to a limited partnership and a limited partnership may convert to another organization pursuant to this section and sections 1433 to 1435 and a plan of conversion if: A. The other organization's governing statute authorizes the conversion; B. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and C. The other organization complies with its governing statute in effecting the conversion. 2. Plan of conversion. A plan of conversion must be in a record and must include: A. The name and form of the organization before conversion; B. The name and form of the organization after conversion; C. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration; and D. The organizational documents of the converted organization. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1433 Action on plan of conversion by converting limited partnership

1433. Action on plan of conversion by converting limited partnership 1. Consent. Subject to section 1440, a plan of conversion must be consented to by all the partners of a converting limited partnership. 2. Amend plan or abandon planned conversion. Subject to section 1440 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 1434, a converting limited partnership may amend the plan or abandon the planned conversion: A. As provided in the plan; and B. Except as prohibited by the plan, by the same consent as was required to approve the plan. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1434 Filings required for conversion; effective date

1434. Filings required for conversion; effective date 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 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. 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 B. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §33 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1435 Effect of conversion

1435. Effect of conversion 1. Same entity. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. 2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting organization remains vested in the converted organization; B. All debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization; C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization; E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and F. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8. 3. Foreign organization; Secretary of State as agent. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting organization, if before the conversion the converting organization was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of conversion under section 1434, subsection 1, paragraph A, subparagraph (6). PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §34 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1436 Merger

1436. Merger 1. Merger requirements. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 1437 through 1439 and a plan of merger if: A. The governing statute of each of the other organizations authorizes the merger; B. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and C. Each of the other organizations complies with its governing statute in effecting the merger. 2. Plan of merger. A plan of merger must be in a record and must include: A. The name and form of each constituent organization; B. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; C. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration; D. If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and E. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1437 Action on plan of merger by constituent limited partnership

1437. Action on plan of merger by constituent limited partnership 1. Consent. Subject to section 1440, a plan of merger must be consented to by all the partners of a constituent limited partnership. 2. Amend plan or abandon planned merger. Subject to section 1440 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 1438, a constituent limited partnership may amend the plan or abandon the planned merger: A. As provided in the plan; and B. Except as prohibited by the plan, with the same consent as was required to approve the plan. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1438 Filings required for merger; effective date

1438. Filings required for merger; effective date 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 B. Each other preexisting constituent organization, by an authorized representative. 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; 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; C. The date the merger is effective under the governing statute of the surviving organization; 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; 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; F. A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; 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 H. Any additional information required by the governing statute of any constituent organization. 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. 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 B. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §35 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1439 Effect of merger

1439. Effect of merger 1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; C. All property owned by each constituent organization that ceases to exist vests in the surviving organization; D. All debts, liabilities and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; H. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8; I. If the surviving organization is created by the merger: (1) If the surviving organization is a limited partnership, the certificate of limited partnership becomes effective; or (2) If the surviving organization is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and J. If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. 2. Foreign organization. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of merger under section 1438, subsection 2, paragraph G. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §36 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1440 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status 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 B. The partner has consented to the provision of the partnership agreement. 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 B. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. 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, §C2 (NEW).

31 M.R.S. §1441 Liability of general partner after conversion or merger

1441. Liability of general partner after conversion or merger 1. Liability not discharged. A conversion or merger under this subchapter does not discharge any liability under sections 1354 and 1377 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: A. The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; B. For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and C. If a person is required to pay any amount under this subsection: (1) The person has a right of contribution from each other person that was liable as a general partner under section 1354 when the obligation was incurred and has not been released from the obligation under section 1377; and (2) The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. 2. Additional liability. In addition to any other liability provided by law: A. A person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a 3rd party after the conversion or merger becomes effective if, at the time the 3rd party enters into the transaction, the 3rd party: (1) Does not have notice of the conversion or merger; and (2) Reasonably believes that: (i) The converted or surviving business is the converting or constituent limited partnership; (ii) The converting or constituent limited partnership is not a limited liability limited partnership; and (iii) The person is a general partner in the converting or constituent limited partnership; and B. A person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a 3rd party after the conversion or merger becomes effective if: (1) Immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (2) At the time the 3rd party enters into the transaction less than 2 years have passed since the person dissociated as a general partner and the 3rd party: (i) Does not have notice of the dissociation; (ii) Does not have notice of the conversion or merger; and (iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership and the person is a general partner in the converting or constituent limited partnership. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1442 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger 1. Act of general partner before conversion or merger. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if: A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352; and B. At the time the 3rd party enters into the transaction, the 3rd party: (1) Does not have notice of the conversion or merger; and (2) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. 2. Act of dissociated general partner before conversion or merger. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if: A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 if the person had been a general partner; and B. At the time the 3rd party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the 3rd party: (1) Does not have notice of the dissociation; (2) Does not have notice of the conversion or merger; and (3) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. 3. Liable for damage. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable: A. To the converted or surviving organization for any damage caused to the organization arising from the obligation; and B. If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1443 Subchapter not exclusive

1443. Subchapter not exclusive This subchapter does not preclude an entity from being converted or merged under other law. PL 2005, c. 543, §C2 (NEW).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch19sec0.htmlFetched: 10/20/2026