| | Sec. B-5. 31 MRSA §822, sub-§3 is enacted to read: |
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| | 3.__Errors; later changes.__The status of a partnership as a | limited liability partnership and the liability of its partners | is not affected by errors or later changes in the information | required to be contained in the certificate under subsection 1. |
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| | Sec. B-6. 31 MRSA §858, as enacted by PL 1995, c. 633, Pt. B, §1, | is repealed. |
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| | Sec. B-7. 31 MRSA §858-A is enacted to read: |
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| §858-A.__Effect of failure to qualify |
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| | 1.__No action or proceeding until granted authority; fees | paid.__A foreign limited liability partnership transacting | business in this State may not maintain an action or proceeding | in this State until it is granted authority to do business in | this State and pays to the State all fees and penalties for the | years or parts of years during which it did business in this | State without having been granted authority to do business. |
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| | 2.__Validity of contract or act; defend action or proceeding.__ | The failure of a foreign limited liability partnership to obtain | authority to do business in this State in accordance with this | chapter does not impair the validity of a contract or act of the | foreign limited liability partnership or preclude it from | defending an action or proceeding in this State. |
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| | 3.__Limitation on personal liability.__A limitation on | personal liability of a partner is not waived solely by | transacting business in this State without being granted | authority to do business in this State. |
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| | 4.__Agent for service of process.__If a foreign limited | liability partnership transacts business in this State without | being granted the authority to do business in this State, the | Secretary of State is its agent for service of process with | respect to a right of action arising out of the transaction of | business in this State. |
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| | Sec. B-8. 31 MRSA §859-A, first ¶, as enacted by PL 2003, c. 631, §71, | is amended to read: |
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| | Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, | the Secretary of State may commence a proceeding under section | 859-B to revoke the status authority of a partnership as a | foreign limited liability partnership authorized to do business | in this State if: |
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