FOREIGN LIMITED PARTNERSHIPS

M.R.S. tit. 31, ch. 19, subch. 9

in effect

31 M.R.S. §1411 Governing law

1411. Governing law 1. Law under which organized governs. The laws of the State or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership. 2. Difference in laws. A foreign limited partnership may not be denied a certificate of authority under this subchapter by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this State. 3. Certificate of authority. A certificate of authority under this subchapter does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1412 Application for certificate of authority

1412. Application for certificate of authority 1. Application. A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state: A. The name of the foreign limited partnership and, if the name does not comply with section 1308, the name under which it proposes to apply for authority to do business pursuant to section 1415, subsection 1; B. The name of the State or other jurisdiction under whose law the foreign limited partnership is organized and its date of formation; C. The street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office; D. The information required by Title 5, section 105, subsection 1; E. The name and street and mailing address of each of the foreign limited partnership's general partners; and F. Whether the foreign limited partnership is a foreign limited liability limited partnership. 2. Certificate of existence or similar record. A foreign limited partnership shall deliver with the completed application under subsection 1 a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the limited partnership's publicly filed records in the State or other jurisdiction under whose law the foreign limited partnership is organized. The certificate of existence must have been made not more than 90 days prior to delivery of the application for filing. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §27 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1412-A Amendments to application

1412-A. Amendments to application 1. Amendments to application. If any statement in the application for authority to do business of a foreign limited partnership requires change as a result of subsequent events, the foreign limited partnership shall promptly file with the Secretary of State a certificate, executed by a general partner, amending the statement. The statement must include: A. The name of the foreign limited partnership; B. The jurisdiction of organization and the date of its organization; C. The date the foreign limited partnership was granted authority to transact business in this State; and D. The information that is causing the amendment to be filed. 2. Changes requiring prompt delivery of amendment. A foreign limited partnership shall promptly deliver to the Secretary of State for filing an amended application for authority to reflect: A. The admission of a new general partner; B. The dissociation of a person as a general partner; C. The change in the address of one or more of the general partners from that appearing on the record of the office of the Secretary of State. The application must be amended to set forth the new business, residence or mailing address of each partner; or D. The address of the registered or principal office of the limited partnership. 3. Responsibility of general partner. A general partner that knows that any information in a filed application of authority was false when the certificate was filed or has become false due to changed circumstances shall promptly: A. Cause the application to be amended; or B. If appropriate, deliver to the Secretary of State for filing a statement of change pursuant to section 1315 or a statement of correction pursuant to section 1327. 4. Amendment at any time. An application for authority may be amended at any time for any other proper purpose as determined by the foreign limited partnership. 5. Effective when filed. Subject to section 1326, subsection 3, an amended application for authority is effective when filed by the Secretary of State. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1413 Activities not constituting transacting business

1413. Activities not constituting transacting business 1. Activities not constituting transacting business. Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this subchapter include: A. Maintaining, defending and settling an action or proceeding; B. Holding meetings of its partners or carrying on any other activity concerning its internal affairs; C. Maintaining accounts in financial institutions; D. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities; E. Selling through independent contractors; F. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; G. Creating or acquiring indebtedness, mortgages or security interests in real or personal property; H. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; I. Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and J. Transacting business in interstate commerce. 2. Ownership of property. For purposes of this subchapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this State. 3. Service of process, taxation or regulation under other law. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation under any other law of this State. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1414 Filing of certificate of authority

1414. Filing of certificate of authority Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this State and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1415 Fictitious name of foreign limited partnership

1415. Fictitious name of foreign limited partnership 1. Requirements for use of fictitious name. As used in this section, "fictitious name" means a name adopted by a foreign limited partnership authorized to transact business in this State because its real name is unavailable pursuant to section 1308, subsection 1. 2. Authorized to transact business. Upon complying with this section, a foreign limited partnership authorized to transact business in this State may transact its business in this State under its fictitious name. 3. File statement indicating use of fictitious name. Prior to transacting business in this State under a fictitious name, a foreign limited partnership shall execute and deliver to the Secretary of State for filing a statement setting forth: A. The foreign limited partnership name; B. The foreign limited partnership's jurisdiction of organization and date of organization; C. That the foreign limited partnership intends to transact business under a fictitious name; and D. The fictitious name that the foreign limited partnership proposes to use. 4. Compliance required. A fictitious name must comply with the requirements of section 1308, subsection 1. 5. Enjoin use of fictitious name. If a foreign limited partnership uses a fictitious name without complying with the requirements of this section, the continued use of the fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the fictitious name. 6. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of a fictitious name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if: A. The fictitious name did not, at the time the statement required by subsection 3 was filed, comply with the requirements of section 1308, subsection 1; or B. The fictitious 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. The mere filing of a statement pursuant to subsection 3 does not constitute actual use of the fictitious name set out in that statement for purposes of determining priority of rights. 7. Terminate use of fictitious name. A foreign limited partnership may terminate a fictitious name by executing and delivering a statement setting forth: A. The name of the foreign limited partnership; B. The foreign limited partnership's jurisdiction of organization and date of organization; C. The date on which the foreign limited partnership was authorized to transact business in this State; D. That the foreign limited partnership no longer intends to transact business under the fictitious name; and E. The fictitious name the foreign limited partnership intends to terminate. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1416 Revocation of authority

1416. Revocation of authority 1. Grounds for revocation of authority. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to revoke the authority of a foreign limited partnership authorized to transact business in this State if: A. The foreign limited partnership does not pay when they are due any fees or penalties imposed by this chapter or other law; B. The foreign limited partnership does not deliver its annual report to the Secretary of State as required by section 1330, subsection 1; C. The foreign limited partnership does not pay the annual report late filing penalty as required by section 1330, subsection 3; D. The foreign limited partnership is without a registered agent in this State as required by Title 5, section 105, subsection 1; E. The foreign limited partnership does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111; or F. A general partner, limited partner or agent of the foreign limited partnership signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing. 2. Procedure for revocation of foreign limited partnership. If the Secretary of State determines that one or more grounds exist under subsection 1 for the revocation of authority of the foreign limited partnership, the Secretary of State shall serve the foreign limited partnership with a written notice of that determination as required by subsection 7. 3. Revocation of authority. The foreign limited partnership's authority is revoked if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 7 the Secretary of State determines that the foreign limited partnership has failed to correct the ground or grounds for the revocation. The Secretary of State shall send notice to the foreign limited partnership as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation. 4. Authority to transact business ceases. The authority of a foreign limited partnership to transact business in this State ceases on the effective date of revocation of its authority. 5. Registered agent; not terminated. Revocation of a foreign limited partnership's authority to transact business in this State does not terminate the authority of the registered agent of the foreign limited partnership. 6. Authorization after revocation. A foreign limited partnership whose authority to transact business in this State has been revoked under this section and that wishes to transact business again in this State must be authorized as provided in this chapter. 7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, of the foreign limited partnership. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §§28-32 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1417 Cancellation of certificate of authority; effect of failure to have certificate

1417. Cancellation of certificate of authority; effect of failure to have certificate 1. Notice of cancellation. In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 1326. 2. Certificate of authority to maintain action or proceeding. A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. 3. Validity of contract or act; defending action or proceeding. The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State. 4. Liability based solely on transaction without certificate of authority. A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority. 5. Secretary of State appointed as agent. If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1418 Action by Attorney General

1418. Action by Attorney General The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter. 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