LD 1609
pg. 36
Page 35 of 146 PUBLIC Law Chapter 543 Page 37 of 146
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LR 1469
Item 1

 
2.__Terms and conditions.__The terms and conditions of a
conversion of a partnership to a limited partnership must be
approved by all of the partners or by a number or percentage
specified for conversion in the partnership agreement.

 
3.__Certificate of limited partnership.__After the conversion
is approved by the partners, the partnership shall file a
certificate of limited partnership in the jurisdiction in which
the limited partnership is to be formed.__The certificate must
include:

 
A.__A statement that the partnership was converted to a
limited partnership from a partnership;

 
B.__The name of the partnership immediately before the
filing of the certificate of limited partnership and the
name to which the name of the partnership is to be changed,
which must be a name that satisfies the requirements of
section 1308;

 
C.__A statement of the number of votes cast by the partners
for and against the conversion and, if the vote is less than
unanimous, the number or percentage required to approve the
conversion under the partnership agreement; and

 
D.__A statement either that all the required provisions are
set forth in its public organic document with any other
desired provisions that are permitted or that a public
organic document is attached.

 
4.__Effective date of conversion.__The conversion takes effect
when the certificate of limited partnership is filed or at any
later date specified in the certificate.

 
5.__Liability.__A general partner who becomes a limited
partner as a result of the conversion remains liable as a general
partner for an obligation incurred by the partnership before the
conversion takes effect.__If the other party to a transaction
with the limited partnership reasonably believes when entering
the transaction that the limited partner is a general partner,
the limited partner is liable for an obligation incurred by the
limited partnership within 30 days after the conversion takes
effect.__The limited partner's liability for all other
obligations of the limited partnership incurred after the
conversion takes effect is that of a limited partner as provided
in the Maine Revised Uniform Limited Partnership Act.

 
§1093.__Conversion of partnership to a business entity


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