FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

M.R.S. tit. 31, ch. 19, subch. 2

in effect

31 M.R.S. §1321 Formation of limited partnership; certificate of limited partnership

1321. Formation of limited partnership; certificate of limited partnership 1. Certificate of limited partnership. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: A. The name of the limited partnership, which must comply with section 1308; B. The information required by Title 5, section 105, subsection 1; C. The name and the street and mailing address of each general partner; D. Whether the limited partnership is a limited liability limited partnership; and E. Any additional information required by subchapter 11. 2. Other matters. A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 1310, subsection 2 in a manner inconsistent with that section. 3. Formed when filed. If there has been substantial compliance with subsection 1, subject to section 1326, subsection 3 a limited partnership is formed when the Secretary of State files the certificate of limited partnership. 4. Inconsistencies between agreement and filed document. Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination or change or filed articles of conversion or merger: A. The partnership agreement prevails as to partners and transferees; and B. The filed certificate of limited partnership, statement of dissociation, termination or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §8 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1322 Amendment or restatement of certificate

1322. Amendment or restatement of certificate 1. Amendment of certificate. In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating: A. The name of the limited partnership; B. The date of filing of its initial certificate; and C. The changes the amendment makes to the certificate as most recently amended or restated. 2. Changes requiring prompt delivery of amendment. A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect: A. The admission of a new general partner; B. The dissociation of a person as a general partner; C. The appointment of a person to wind up the limited partnership's activities under section 1393, subsection 3 or 4; D. The change in name or street address of one or more of its general partners; or E. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent. 3. Responsibility of general partner. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: A. Cause the certificate to be amended; or B. If appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to section 1327. 4. Amendment at any time. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. 5. Delivery of restated certificate. A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. 6. Effective when filed. Subject to section 1326, subsection 3, an amendment or restated certificate is effective when filed by the Secretary of State. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §§9-12 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1323 Statement of termination

1323. Statement of termination A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: 1. Name. The name of the limited partnership; 2. Date of initial certificate. The date of filing of its initial certificate of limited partnership; and 3. Other information. Any other information as determined by the general partners filing the statement or by a person appointed pursuant to section 1393, subsection 3 or 4. At the time of filing the statement under this section, the Secretary of State may require the limited partnership to file the annual report required to be filed under section 1330, subsection 1 and pay any fees or penalties owed to the Secretary of State under section 1399. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 231, §36 (AMD). PL 2007, c. 231, §40 (AFF).

31 M.R.S. §1324 Signing of records

1324. Signing of records 1. Required signatures. Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner. A. An initial certificate of limited partnership must be signed by all general partners listed in the certificate. B. An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. C. An amendment designating as general partner a person admitted under section 1391, subsection 3, paragraph B following the dissociation of a limited partnership's last general partner must be signed by that person. D. An amendment required by section 1393, subsection 3 following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. E. Any other amendment must be signed by: (1) At least one general partner listed in the certificate; (2) Each other person designated in the amendment as a new general partner; and (3) Each person that the amendment indicates has dissociated as a general partner, unless: (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) The person has previously delivered to the Secretary of State for filing a statement of dissociation. F. A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph. G. A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 1393, subsection 3 or 4 to wind up the dissolved limited partnership's activities. H. Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. I. Articles of merger must be signed as provided in section 1438, subsection 1. J. Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate. K. A statement by a person pursuant to section 1375, subsection 1, paragraph D stating that the person has dissociated as a general partner must be signed by that person. L. A statement of withdrawal by a person pursuant to section 1346 must be signed by that person. M. A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. N. Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person. 2. Attorney-in-fact. Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1325 Signing and filing pursuant to judicial order

1325. Signing and filing pursuant to judicial order 1. Court order. If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the Superior Court to order: A. The person to sign the record; B. The person to deliver the record to the Secretary of State for filing; or C. The Secretary of State to file the record unsigned. 2. Party to action. If the person aggrieved under subsection 1 is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative. 3. Effective without signature. A record filed unsigned pursuant to this section is effective without being signed. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1326 Delivery to and filing of records by Secretary of State; effective time and date

1326. Delivery to and filing of records by Secretary of State; effective time and date 1. Requirements for filing. A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and: A. For a statement of dissociation, send: (1) A copy of the filed statement and a receipt for the fees to the person the statement indicates has dissociated as a general partner; and (2) A copy of the filed statement and receipt to the limited partnership; B. For a statement of withdrawal, send: (1) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (2) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and C. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. 2. Certified copy upon request. Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record. 3. Effective date; specified; default. Except as otherwise provided in section 1327, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: A. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State endorsement of the date and time on the record; B. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; C. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (1) The specified date; and (2) The 90th day after the record is filed; or D. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (1) The specified date; and (2) The 90th day after the record is filed. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §13 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1327 Correcting filed record

1327. Correcting filed record 1. Statement of correction. A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed. 2. Contents of statement. A statement of correction may not state a delayed effective date and must: A. Describe the record to be corrected, including its filing date; B. Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and C. Correct the incorrect information or defective signature. 3. Effective date of correction. When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: A. For the purposes of section 1303, subsections 3 and 4; and B. As to persons relying on the uncorrected record and adversely affected by the correction. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1328 Liability for false information in filed record

1328. Liability for false information in filed record 1. Damages for record containing false information. If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: A. A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and B. A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 1322, file a petition pursuant to section 1325 or deliver to the Secretary of State for filing a change of registered agent as required by Title 5, section 108 or a statement of correction as required by section 1327. 2. Signing constitutes affirmation. Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §14 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1329 Certificate of existence; certificate of authority; certificate of fact

1329. Certificate of existence; certificate of authority; certificate of fact 1. Application. Any person may apply to the Secretary of State for a certificate of existence for a domestic limited partnership or a certificate of authority for a foreign limited partnership. 2. Contents. A certificate of existence or certificate of authority sets forth: A. The limited partnership's name used in this State; B. That, if a domestic limited partnership, the limited partnership is duly formed under the laws of this State and the date of its formation; C. That, if a foreign limited partnership, the foreign limited partnership is authorized to transact business in this State, the date on which the limited partnership was authorized to transact business in this State and its jurisdiction of organization; D. That all fees and penalties owed to this State have been paid if: (1) Payment is reflected in the records of the Secretary of State; and (2) Nonpayment affects the existence or authorization of the domestic or foreign limited partnership; E. That the limited partnership's most recent annual report required by section 1330 has been delivered to the Secretary of State; and F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1. 3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited partnership is in existence or is authorized to transact business in this State. 4. Certificate of fact. In addition to the certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1330 Annual report and amended annual report of domestic and foreign limited partnerships; failure to file annual report; penalty

1330. Annual report and amended annual report of domestic and foreign limited partnerships; failure to file annual report; penalty 1. Annual report. Each domestic limited partnership and each foreign limited partnership authorized to do business in this State shall file, within the time prescribed by this chapter, an annual report. A. The annual report must set forth: (1) The name of the domestic or foreign limited partnership; (1-A) The jurisdiction of organization of the limited partnership; (2) The information required by Title 5, section 105, subsection 1; (3) A brief statement of the character of the business in which the limited partnership is actually engaged in this State, if any; (4) The name and business or residence address of each general partner, including the street or rural route number, town or city and state; and (5) The address of its principal office, wherever located. B. The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in paragraph C. The information contained in the annual report must be current as of the date the report is signed. C. The annual report must be executed and signed by a general partner or any other duly authorized individual. Subject to rules adopted under section 1456, the report must be delivered to the Secretary of State or a designee for filing. Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery of annual reports as established by the Secretary of State by rule, the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, or delivered by electronic means as provided by the Secretary of State, is deemed a compliance with this requirement. One copy of the report, together with the filing fee required by this chapter, must be delivered for filing to the Secretary of State, who shall file the report if the Secretary of State finds that it conforms to the requirements of this chapter. If the Secretary of State finds that the report does not so conform, the Secretary of State shall promptly mail or otherwise return the report to the limited partnership for any necessary corrections. The penalties prescribed by this chapter for failure to file the report within the time provided in this section do not apply if the report is corrected to conform to the requirements of this chapter and returned to the Secretary of State within 30 days from the date on which it was so mailed or otherwise returned to the limited partnership by the Secretary of State. 2. Amended annual report; period for filing. If the information contained in an annual report filed under subsection 1 has changed, a domestic or foreign limited partnership may, if it determines it to be necessary, deliver to the Secretary of State for filing an amended annual report to change the information on file. The amended annual report must be executed as provided in subsection 1, paragraph C. A. An amended annual report must set forth: (1) The name of the domestic or foreign limited partnership, the jurisdiction of its formation and its date of formation; (2) The date on which the original annual report was filed; and (3) The information that has changed and the date on which it changed. B. An amended annual report may be filed by the domestic or foreign limited partnership after the date of the original filing and until December 31st of that filing year. 3. Failure to file annual report; penalty. A domestic or foreign limited partnership that is required to deliver an annual report for filing as provided in subsection 1 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty described in section 1460, subsection 19, as long as the report is received by the Secretary of State prior to revocation or administrative dissolution. Upon a limited partnership's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375, shall revoke a foreign limited partnership's authority to do business in this State and administratively dissolve a domestic limited partnership. The Secretary of State shall use the procedures set forth in section 1399 to administratively dissolve a domestic limited partnership and the procedure set forth in section 1416 to revoke a foreign limited partnership's authority to transact business in this State. A domestic limited partnership that has been administratively dissolved under section 1399 must follow the requirements set forth in section 1400 to reinstate. A. If the Secretary of State finds that any annual report of a domestic or foreign limited partnership delivered for filing does not conform with the requirements of subsection 1, the report must be returned for correction. B. If the annual report of a domestic or foreign limited partnership is not delivered for filing within the time specified in subsection 1, the limited partnership is excused from the liability provided in this section and from any other penalty for failure to file timely the report if it establishes, to the satisfaction of the Secretary of State, that failure to file was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §15 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

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