31 M.R.S. §1301 Short title
1301. Short title
This chapter may be known and cited as "the Uniform Limited Partnership Act of 2007."
PL 2005, c. 543, §C2 (NEW).
GENERAL PROVISIONS
M.R.S. tit. 31, ch. 19, subch. 1
in effect31 M.R.S. §1302 Definitions
1302. Definitions
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings.
1. Certificate of limited partnership. "Certificate of limited partnership" means the certificate required by section 1321. The term includes the certificate as amended or restated.
2. Contribution. "Contribution," except in the phrase "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.
3. Debtor in bankruptcy. "Debtor in bankruptcy" means a person that is the subject of:
A. An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
B. A comparable order under federal, state or foreign law governing insolvency.
4. Designated office.
5. Distribution. "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
6. Foreign limited liability limited partnership. "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 1354, subsection 3.
7. Foreign limited partnership. "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. The term includes a foreign limited liability limited partnership.
8. General partner. "General partner" means:
A. With respect to a limited partnership, a person that:
(1) Becomes a general partner under section 1351; or
(2) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 1453, subsection 1 or 2; and
B. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a general partner in a limited partnership.
9. Limited liability limited partnership. "Limited liability limited partnership," except in the phrase "foreign limited liability limited partnership," means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.
10. Limited partner. "Limited partner" means:
A. With respect to a limited partnership, a person that:
(1) Becomes a limited partner under section 1341; or
(2) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 1453, subsection 1 or 2; and
B. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a limited partner in a limited partnership.
11. Limited partnership. "Limited partnership," except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership," means an entity having one or more general partners and one or more limited partners that is formed under this chapter by 2 or more persons or becomes subject to this chapter under subchapter 11 or section 1453, subsection 1 or 2. The term includes a limited liability limited partnership.
12. Partner. "Partner" means a limited partner or general partner.
13. Partnership agreement. "Partnership agreement" means the partners' agreement, whether oral, implied, in a record or in any combination, concerning the limited partnership. The term includes the agreement as amended.
14. Person. "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.
15. Person dissociated as general partner. "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.
16. Principal office. "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.
17. Record. "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.
18. Required information. "Required information" means the information that a limited partnership is required to maintain under section 1311.
19. Sign. "Sign" means:
A. To execute or adopt a tangible symbol with the present intent to authenticate a record; or
B. To attach or logically associate an electronic symbol, sound or process to or with a record with the present intent to authenticate the record.
20. State. "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.
21. Transfer. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.
22. Transferable interest. "Transferable interest" means a partner's right to receive distributions.
23. Transferee. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §1 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1303 Knowledge and notice
1303. Knowledge and notice
1. Knowledge. A person knows a fact if the person has actual knowledge of it.
2. Notice. A person has notice of a fact if the person:
A. Knows of it;
B. Has received a notification of it;
C. Has reason to know it exists from all of the facts known to the person at the time in question; or
D. Has notice of it under subsection 3 or 4.
3. Certificate of limited partnership. A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection 4, the certificate is not notice of any other fact.
4. Notice of certain events. A person has notice of:
A. Another person's dissociation as a general partner 90 days after the effective date of an amendment to the certificate of limited partnership that states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;
B. A limited partnership's dissolution 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;
C. A limited partnership's termination 90 days after the effective date of a statement of termination;
D. A limited partnership's conversion under subchapter 11 90 days after the effective date of the articles of conversion; or
E. A merger under subchapter 11 90 days after the effective date of the articles of merger.
5. Notifies or gives notification. A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
6. Receives notification. A person receives a notification when the notification:
A. Comes to the person's attention; or
B. Is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
7. Person other than individual; reasonable diligence. Except as otherwise provided in subsection 8, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice or receives a notification of the fact or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
8. General partner. A general partner's knowledge, notice or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to or receipt of a notification by the limited partnership.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1304 Nature, purpose and duration of entity
1304. Nature, purpose and duration of entity
1. Nature. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
2. Purpose. A limited partnership may be organized under this chapter for any lawful purpose.
3. Duration. A limited partnership has a perpetual duration.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1305 Powers
1305. Powers
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1306 Governing law
1306. Governing law
The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1307 Supplemental principles of law; rate of interest
1307. Supplemental principles of law; rate of interest
1. Principles of law and equity supplement. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
2. Default interest rate. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 14, section 1602‑B.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1308 Limited partnership name; assumed name
1308. Limited partnership name; assumed name
1. Requirements for real name. This subsection governs the real name of a limited partnership.
A. A limited partnership name:
(1) May contain the name of any partner;
(2) Must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP," unless the limited partnership is filing an assumed name under subsection 2 or a registration of name under section 1309, subsection 2. If the phrase "Limited Partnership" is used, a limited partnership may also use the abbreviation "L.P." or "LP" without filing an assumed name under subsection 2; and
(3) May not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." unless it has been designed as a limited liability limited partnership. If so designated, the name must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "L.P." or "LP."
B. Except as authorized by paragraphs C and D, a limited partnership name must be distinguishable on the records of the Secretary of State from:
(1) The name of a corporation, nonprofit corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State;
(2) Assumed, fictitious, reserved and registered name filings for all entities; and
(3) Marks registered under Title 10, chapter 301‑A, unless the registered owner or holder of the mark is the same person or entity as the limited partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State.
C. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
(1) Consists of or comprises language that is obscene;
(2) Inappropriately promotes abusive or unlawful activity;
(3) Falsely suggests an association with public institutions; or
(4) Violates any other provision of the law of this State with respect to names.
D. A limited partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in paragraph B. The Secretary of State shall authorize use of the name applied for if:
(1) The entity in possession of the name applied for consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or
(2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
E. A limited partnership may use the name, including the assumed or fictitious name, of another domestic or foreign limited partnership that is used in this State if the other limited partnership is organized or authorized to transact business in this State and the limited partnership proposing to use the name:
(1) Has merged with the other limited partnership;
(2) Has been converted into another limited partnership; or
(3) Has transferred substantially all of its assets including the conflicting name to the limited partnership.
F. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
(1) Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation";
(2) The presence or absence of the words or symbols of the words "and" and "the"; and
(3) Differences in the use of punctuation, capitalization or special characters.
G. If a foreign limited partnership authorized to transact business in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 1412, subsection 2 that is accompanied by a statement of use of a fictitious name under section 1415.
H. Notwithstanding subsection 2, the name of a limited partnership may not be distinguishable on the records of the Secretary of State if the limited partnership was organized under the laws of this State prior to January 1, 1992 or the foreign limited partnership was authorized to do business in this State prior to January 1, 1992 and had the right to use the name as its legal name prior to January 1, 1992.
I. Subsection 2 does not apply to the name of any limited partnership, the certificate of which is suspended, on and after the 3rd anniversary of the suspension.
2. Requirements for use of assumed name. This subsection governs the use of an assumed name by a limited partnership.
A. As used in this subsection, "assumed name" means a trade name or any name other than the real name of a limited partnership except a fictitious name.
B. Upon complying with this subsection, a domestic limited partnership or foreign limited partnership authorized to transact business in this State may transact its business in this State under one or more assumed names.
C. Prior to transacting business in this State under an assumed name, a limited partnership shall execute and deliver to the Secretary of State for filing a statement setting forth:
(1) The limited partnership name;
(2) That the limited partnership intends to transact business under an assumed name;
(3) The assumed name that the limited partnership proposes to use;
(4) If the assumed name is not to be used at all of the limited partnership's places of business in this State, the locations where it will be used; and
(5) If a foreign limited partnership:
(a) The jurisdiction of organization and its date of organization; and
(b) The date on which it was authorized to transact business in this State.
D. A separate statement must be executed and delivered for filing with respect to each assumed name that the limited partnership proposes to use.
E. Each assumed name must comply with the requirements of subsection 1.
F. If a limited partnership uses an assumed name without complying with the requirements of this subsection, the continued use of the assumed name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed name.
G. Notwithstanding its compliance with the requirements of this section, the use of an assumed name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if:
(1) The assumed name did not, at the time the statement required by this subsection was filed, comply with the requirements of subsection 1; or
(2) The assumed name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law.
H. The mere filing of a statement under this subsection does not constitute actual use of the assumed name set out in that statement for purposes of determining priority of rights.
I. A limited partnership may terminate an assumed name by executing and delivering a statement setting forth:
(1) The name of the limited partnership;
(2) That the limited partnership no longer intends to transact business under the assumed name; and
(3) The assumed name the limited partnership intends to terminate.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1309 Reserved name; registered name of foreign limited partnership
1309. Reserved name; registered name of foreign limited partnership
1. Reserve use of name. A person may reserve the exclusive use of a limited partnership name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State.
A. The application to reserve a name must set forth:
(1) The name and address of the applicant; and
(2) The name proposed to be reserved.
B. If the Secretary of State finds that the limited partnership name applied for is distinguishable on the records of the Secretary of State pursuant to section 1308, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant.
C. The owner of a reserved limited partnership name under this subsection may transfer the reservation to another person by executing and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
2. Register limited partnership name. A foreign limited partnership may register its limited partnership name by executing and delivering for filing an application to the Secretary of State.
A. The application to register a limited partnership name must set forth:
(1) The name of the limited partnership;
(2) The jurisdiction of its organization and the date of its organization;
(3) The address of its principal office wherever located;
(4) A brief description of the nature of the business in which it is engaged; and
(5) Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law the foreign limited partnership is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.
B. If the Secretary of State finds that the limited partnership name applied for is distinguishable on the records of the Secretary of State pursuant to section 1308, the Secretary of State shall register the name for the foreign limited partnership's exclusive use upon the effective date of the application until the end of the calendar year in which the application was filed.
C. A foreign limited partnership whose registration is effective may renew it for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of this subsection between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year.
D. After its registration is effective, a foreign limited partnership may qualify as a foreign limited partnership under the registered name or may consent in writing to the use of that name by a limited partnership organized under this chapter or by another foreign limited partnership authorized to transact business in this State. The registration terminates when the domestic limited partnership is organized or the foreign limited partnership qualifies or consents to the qualification of another foreign limited partnership under the registered name.
PL 2005, c. 543, §C2 (NEW). PL 2013, c. 99, §4 (AMD).
31 M.R.S. §1310 Effect of partnership agreement; nonwaivable provisions
1310. Effect of partnership agreement; nonwaivable provisions
1. Agreement governs; default. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
2. Nonwaivable provisions. A partnership agreement may not:
A. Vary a limited partnership's power under section 1305 to sue, be sued and defend in its own name;
B. Vary the law applicable to a limited partnership under section 1306;
C. Vary the requirements of section 1324;
D. Vary the information required under section 1311 or unreasonably restrict the right to information under section 1344 or 1357, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
E. Vary the power of a person to dissociate as a general partner under section 1374, subsection 1 except to require that the notice under section 1373, subsection 1 be in a record;
F. Vary the power of a court to decree dissolution in the circumstances specified in section 1392;
G. Vary the requirement to wind up the partnership's business as specified in section 1393;
H. Unreasonably restrict the right to maintain an action under subchapter 10;
I. Restrict the right of a partner under section 1440, subsection 1 to approve a conversion or merger or the right of a general partner under section 1440, subsection 2 to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or
J. Restrict rights under this chapter of a person other than a partner or a transferee.
3. Implied covenant of good faith and fair dealing. Notwithstanding any other provision of this chapter, there exists, for purposes of this chapter, an implied contractual covenant of good faith and fair dealing in every partnership agreement which may not be eliminated by the terms of the partnership agreement.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1311 Required information
1311. Required information
A limited partnership shall maintain at its principal office the following information:
1. List of partners. A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
2. Certificate, amendments, restatements, powers of attorney. A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed;
3. Conversion or merger. A copy of any filed articles of conversion or merger;
4. Income tax returns and reports. A copy of the limited partnership's federal, state and local income tax returns and reports, if any, for the 3 most recent years;
5. Partnership agreement, amendments. A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
6. Financial statement. A copy of any financial statement of the limited partnership for the 3 most recent years;
7. Annual reports. A copy of the 3 most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to section 1330;
8. Record of consent. A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
9. Record of contributions, transferable interests, events causing dissolution. Unless contained in a partnership agreement made in a record, a record stating:
A. The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
B. The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
C. For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
D. Events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §2 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1312 Business transactions of partner with partnership
1312. Business transactions of partner with partnership
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1313 Dual capacity
1313. Dual capacity
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners.
PL 2005, c. 543, §C2 (NEW).
31 M.R.S. §1314 Registered office; registered agent
1314. Registered office; registered agent
(REPEALED)
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §3 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1314-A Registered agent of domestic or foreign limited partnership
1314-A. Registered agent of domestic or foreign limited partnership
Each limited partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6‑A.
PL 2007, c. 535, Pt. B, §10 (NEW).
31 M.R.S. §1315 Change of registered office or registered agent
1315. Change of registered office or registered agent
(REPEALED)
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §4 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1316 Resignation of registered agent
1316. Resignation of registered agent
(REPEALED)
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §5 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1317 Service of process
1317. Service of process
(REPEALED)
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §6 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1317-A Service of process on domestic or foreign limited partnership
1317-A. Service of process on domestic or foreign limited partnership
Service of process, notice or demand required or permitted by law on a domestic or foreign limited partnership authorized to transact business in this State is governed by Title 5, section 113.
PL 2007, c. 323, Pt. F, §7 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
31 M.R.S. §1318 Consent and proxies of partners
1318. Consent and proxies of partners
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.
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