Maine Revised Statutes Title 31 Sec. 1321 – Formation of limited partnership; certificate of limited partnership
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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; [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The information required by Title 5, section 105, subsection 1; [PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
C. The name and the street and mailing address of each general partner; [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. Whether the limited partnership is a limited liability limited partnership; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1321
- Certificate of limited partnership: means the certificate required by section 1321. See Maine Revised Statutes Title 31 Sec. 1302
- General partner: means :
A. See Maine Revised Statutes Title 31 Sec. 1302Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses. Partnership agreement: means the partners' agreement, whether oral, implied, in a record or in any combination, concerning the limited partnership. See Maine Revised Statutes Title 31 Sec. 1302 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. See Maine Revised Statutes Title 31 Sec. 1302 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. See Maine Revised Statutes Title 31 Sec. 1302
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
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.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
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 [PL 2005, c. 543, Pt. C, §2 (NEW).]
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, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §8 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).