Maine Revised Statutes Title 31 Sec. 1354 – General partner’s liability
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1. Joint and several liability. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1354
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- General partner: means :
A. See Maine Revised Statutes Title 31 Sec. 1302Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period. Partner: means a limited partner or general partner. See Maine Revised Statutes Title 31 Sec. 1302 Partnership: 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 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. See Maine Revised Statutes Title 31 Sec. 1302 Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
2. Pre-existing obligation. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3. Obligation of limited liability limited partnership. Subject to the provisions of subsection 4, an obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 1356, subsection 2, paragraph B.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4. Professional limited liability limited partnership exception. A partner of a professional limited liability limited partnership is jointly and severally liable for claims arising from the rendering of a professional service by such a professional limited liability partnership if that partner:
A. Personally and directly participated in rendering that portion of the professional service that was performed negligently or in breach of any other legal duty; or [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Directly supervised and controlled that portion of the professional service rendered by another person that was performed negligently or in breach of any other legal duty. [PL 2005, c. 543, Pt. C, §2 (NEW).]
For purposes of this subsection, a “professional limited liability limited partnership” means a limited liability limited partnership that, by virtue of the business conducted by it, would be required to incorporate under the Maine Professional Service Corporation Act if that limited partnership were a corporation.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).