CONVERSIONS AND MERGERS

M.R.S. tit. 31, ch. 17, subch. 9

in effect

31 M.R.S. §1091 Definitions

1091. Definitions As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings. 1. Corporation. "Corporation" means a corporation created under the Maine Business Corporation Act, predecessor law or comparable law of another jurisdiction. 2. General partner. "General partner" means a partner in a partnership, a general partner in a limited partnership, a general partner in a limited liability partnership and a general partner in a limited liability limited partnership. 3. Limited liability company. "Limited liability company" means a limited liability company created under the Maine Limited Liability Company Act, predecessor law or comparable law of another jurisdiction. 4. Limited liability limited partnership. "Limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. 5. Limited partner. "Limited partner" means a limited partner in a limited partnership and a limited partner in a limited liability partnership. 6. Limited partnership. "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act of 2007, predecessor law or comparable law of another jurisdiction. 7. Member. "Member" means a person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company. 8. Partner. "Partner" includes both a general partner and a limited partner. 9. Partnership. "Partnership" means a partnership formed under section 1022 or any predecessor law. 10. Shareholder. "Shareholder" means the person in whose name the units into which proprietary interests in a corporation are divided are registered in the records of the corporation or the beneficiary owner of such units to the extent of the rights granted by a nominee certificate on file with a corporation. PL 2005, c. 543, §A2 (NEW). RR 2025, c. 2, Pt. A, §137 (COR).

31 M.R.S. §1093 Conversion of partnership to a business entity

1093. Conversion of partnership to a business entity 1. Conversion. A partnership or a limited liability partnership may be converted to a limited partnership, limited liability limited partnership, corporation or limited liability company pursuant to this section. 2. Terms and conditions. The terms and conditions of a conversion of a partnership to a limited partnership, limited liability limited partnership, corporation or limited liability company must be approved by all of the partners or as otherwise provided in the partnership agreement. 3. Organizational documents filed. After the conversion is approved by the partners, articles of conversion must be executed on behalf of the converting entity by a partner or other duly authorized representative. The articles must: A. Set forth the name of the entity immediately before the filing of the articles of conversion and the name to which the name of the entity is to be changed, which must be a name that satisfies the organic law of the surviving entity; B. State the type of entity that the surviving entity will be; C. Set forth a statement that the plan of entity conversion was duly approved by the partners in the manner required by this Act and the partnership agreement; and D. If the surviving entity is a filing entity, either contain all the provisions required to be set forth in its public organic document with any other desired provisions that are permitted or have attached a public organic document. 4. Effective date of conversion. The conversion takes effect when the articles of conversion are filed or at any later date specified in the articles of conversion or as provided by the organic laws of the surviving entity. 5. Liability. A general partner who becomes a limited partner, general partner in a limited liability limited partnership, shareholder or member as a result of the conversion remains liable as a general partner of a partnership for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with a limited partnership, limited liability limited partnership, corporation or limited liability company reasonably believes when entering the transaction that the limited partner, general partner, shareholder or member is a general partner in a partnership or a general partner in a limited partnership, the limited partner, general partner, shareholder or member is liable for an obligation for which such partner would be personally liable under section 1034 that is incurred by the limited partnership, limited liability limited partnership, corporation or limited liability company within 90 days after the conversion takes effect. The limited partner's, general partner's, shareholder's or member's liability for all other obligations of the limited partnership, limited liability limited partnership, corporation or limited liability company incurred after the conversion takes effect is that of a limited partner, shareholder or member as provided in the jurisdiction in which the limited partnership, limited liability limited partnership, corporation or limited liability company is formed. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1094 Effect of conversion

1094. Effect of conversion 1. Same entity. A partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. 2. Effective date. When a conversion takes effect: A. All property owned by the converting partnership remains vested in the converted entity; B. All obligations of the converting partnership continue as obligations of the converted entity; and C. An action or proceeding pending by or against the converting partnership may be continued as if the conversion had not occurred. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1095 Merger of partnerships

1095. Merger of partnerships 1. Merger pursuant to plan. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more partnerships or limited partnerships. 2. Plan of merger. The plan of merger must set forth: A. The name, the jurisdiction of organization and the date of organization of each partnership or limited partnership that is a party to the merger; B. The name of the surviving entity into which the other partnerships or limited partnerships will merge; C. Whether the surviving entity is a partnership or a limited partnership and the status of each partner; D. The terms and conditions of the merger; E. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and F. The street address of the surviving entity's chief executive office. 3. Approval of plan. The plan of merger must be approved: A. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and B. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement. 4. Amendment or abandonment. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. 5. Effective date of merger. The merger takes effect on the later of: A. The approval of the plan of merger by all parties to the merger, as provided in subsection 3; B. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or C. Any effective date specified in the plan of merger. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1096 Effect of merger

1096. Effect of merger 1. Effect of merger. When a merger takes effect: A. The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; B. All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; C. All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and D. An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding. 2. Agent for service of process. The Secretary of State is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign partnership or limited partnership. 3. Liability of partner. A partner of the surviving partnership or limited partnership is liable for: A. All obligations of a party to the merger for which the partner was personally liable before the merger; B. All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and C. Except as otherwise provided in section 1034, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner. 4. Obligations incurred before merger. If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in section 1087 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved. 5. Dissociated partner. A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity of which that partner was a partner as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under section 1071 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under section 1072 by an act of a general partner dissociated under this subsection, and the partner is liable under section 1073 for transactions entered into by the surviving entity after the merger takes effect. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1097 Statement of merger

1097. Statement of merger 1. Filing of statement. After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. 2. Statement of merger. A statement of merger must contain: A. The name, the jurisdiction of organization and the date of organization of each partnership or limited partnership that is a party to the merger; B. The name of the surviving entity into which the other partnerships or limited partnerships were merged; C. The street address of the surviving entity's chief executive office and of an office in this State, if any; D. Whether the surviving entity is a partnership or a limited partnership; and E. If the surviving partnership or limited partnership is not organized under the laws of this State, a statement that the surviving partnership or limited partnership: (1) Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party to the merger that was organized under the laws of this State, as well as for enforcement of an obligation of the surviving partnership or limited partnership arising from the merger; and (2) Appoints the Secretary of State as its agent for service of process in any such proceeding and the surviving partnership or limited partnership shall specify the address to which a copy of the process must be mailed by the Secretary of State. 3. Name in which property held. Except as otherwise provided in subsection 4, for the purposes of section 1032, property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger. 4. Transfer of real property. For the purposes of section 1032, real property of the surviving partnership or limited partnership that before the merger was held in the name of another party to the merger is property held in the name of the surviving entity. A certified copy of the statement of merger may be recorded in the registry of deeds of the county in which the real property is located as evidence of title, but the failure to record the statement does not affect the validity of the transfer of title. 5. Incomplete statement. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to section 1005, subsection 3, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection 2, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections 3 and 4. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1098 Nonexclusive

1098. Nonexclusive This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. PL 2005, c. 543, §A2 (NEW).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch17sec0.htmlFetched: 10/20/2026