Maine Revised Statutes Title 31 Sec. 1442 – Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
Current as of: 2023 | Check for updates
|
Other versions
1. Act of general partner before conversion or merger. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. At the time the 3rd party enters into the transaction, the 3rd party:
(1) Does not have notice of the conversion or merger; and
(2) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1442
- Constituent limited partnership: means a constituent organization that is a limited partnership. See Maine Revised Statutes Title 31 Sec. 1431
- General partner: means a general partner of a limited partnership. See Maine Revised Statutes Title 31 Sec. 1431
- Obligation: 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.
- Organization: includes domestic and foreign organizations whether or not organized for profit. See Maine Revised Statutes Title 31 Sec. 1431
- 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.
- 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
- Person dissociated as a general partner: means a person dissociated as a general partner of a limited partnership. See Maine Revised Statutes Title 31 Sec. 1302
- Surviving organization: means an organization into which one or more other organizations are merged. See Maine Revised Statutes Title 31 Sec. 1431
2. Act of dissociated general partner before conversion or merger. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
A. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 if the person had been a general partner; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. At the time the 3rd party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the 3rd party:
(1) Does not have notice of the dissociation;
(2) Does not have notice of the conversion or merger; and
(3) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3. Liable for damage. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable:
A. To the converted or surviving organization for any damage caused to the organization arising from the obligation; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).