Sec. C-1. 31 MRSA §403, as corrected by RR 2001, c. 2, Pt. B, §49 and affected by §58, is repealed.
Sec. C-2. 31 MRSA §403-A is enacted to read:
§403-A. Limited partnership name
1. Requirements. A limited partnership name must contain the words "Limited Partnership," the abbreviation "L.P." or the designation "LP," unless the limited partnership is filing an assumed name under section 405-A or a registration of name under section 406-A. If the words "Limited Partnership" are used, a limited partnership may also use the abbreviation "L.P." or the designation "LP" without filing an assumed name under section 405-A.
2. Prohibition. A limited partnership name may not contain the name of a limited partner unless:
A. The name of the limited partner is also the name of a general partner; or
B. The business of the limited partnership had been carried on under that name before the admission of that limited partner.
3. Distinguishable name. Except as authorized by subsections 4 and 5, a limited partnership name must be distinguishable on the records of the Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State;
B. Assumed, fictitious, reserved and registered name filings for all entities; and
C. Marks registered under Title 10, chapter 301-A, unless the registered owner or holder of the mark is the same person or entity as the limited partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State.
4. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene;
B. Inappropriately promotes abusive or unlawful activity;
C. Falsely suggests an association with public institutions; or
D. Violates any other provision of the law of this State with respect to names.
5. Authorization to use name. A limited partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 3. The Secretary of State shall authorize use of the name applied for if:
A. The entity in possession of the name applied for consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or
B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
6. Use of another limited partnership's name. A limited partnership may use the name, including the assumed or fictitious name, of another domestic or foreign limited partnership that is used in this State if the other limited partnership is organized or authorized to transact business in this State and the limited partnership proposing to use the name:
A. Has merged with the other limited partnership;
B. Has been formed by reorganization of the other limited partnership; or
C. Has acquired all or substantially all of the assets, including the limited partnership name, of the other limited partnership.
7. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. The words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "service corporation" and "professional corporation";
B. The presence or absence of the words or symbols of the words "and" and "the"; and
C. The differences in the use of punctuation, capitalization or special characters.
8. Change of limited partnership name by foreign limited partnership. If a foreign limited partnership authorized to transact business in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 495 that is accompanied by a statement of use of a fictitious name under section 405-A.
9. Exception. Notwithstanding subsection 3, the name of a limited partnership may be not distinguishable on the records of the Secretary of State if the limited partnership was organized under the laws of this State prior to January 1, 1992 or the foreign limited partnership was authorized to do business in this State prior to January 1, 1992 and had the right to use the name as its legal name prior to January 1, 1992.
10. Name of limited partnership suspended. Subsection 3 does not apply to the name of any limited partnership, the certificate of which is suspended, on and after the 3rd anniversary of the suspension.
Sec. C-3. 31 MRSA §404, as enacted by PL 1991, c. 552, §2 and affected by §4, is repealed.
Sec. C-4. 31 MRSA §404-A is enacted to read:
1. Reserve use of name. A person may reserve the exclusive use of a limited partnership name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited partnership name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable period of 120 days.
2. Transfer of reservation. The owner of a reserved limited partnership name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
Sec. C-5. 31 MRSA §405, as enacted by PL 1991, c. 552, §2 and affected by §4, is repealed.
Sec. C-6. 31 MRSA §405-A is enacted to read:
§405-A. Assumed or fictitious name of limited partnership
1. Assumed name defined. As used in this section, "assumed name" means a trade name or any name other than the real name of a limited partnership except a fictitious name.
2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign limited partnership authorized to transact business in this State because its real name is unavailable pursuant to section 403-A.
3. Authorized to transact business. Upon complying with this section, a domestic limited partnership or foreign limited partnership authorized to transact business in this State may transact its business in this State under one or more assumed or fictitious names.
4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited partnership shall execute and deliver to the Secretary of State for filing a statement setting forth:
A. The limited partnership name;
B. That the limited partnership intends to transact business under an assumed or fictitious name;
C. The assumed or fictitious name that the limited partnership proposes to use;
D. If the assumed name is not to be used at all of the limited partnership's places of business in this State, the locations where it will be used; and
E. If the partnership is a foreign limited partnership:
(1) The jurisdiction of organization; and
(2) The date on which it was authorized to transact business in this State.
A separate statement must be executed and delivered for filing with respect to each assumed or fictitious name that the limited partnership proposes to use.
5. Compliance required. Each assumed or fictitious name must comply with the requirements of section 403-A.
6. Enjoin use of assumed or fictitious name. If a limited partnership uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name.
7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if:
A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements of section 403-A; or
B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law.
The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for purposes of determining priority of rights.
8. Terminate use of assumed or fictitious name. A limited partnership may terminate an assumed or fictitious name by executing and delivering a statement setting forth:
A. The name of the limited partnership;
B. That the limited partnership no longer intends to transact business under the assumed or fictitious name; and
C. The assumed or fictitious name the limited partnership intends to terminate.
Sec. C-7. 31 MRSA §406, as amended by PL 1995, c. 514, §3, is repealed.
Sec. C-8. 31 MRSA §406-A is enacted to read:
§406-A. Registered name of foreign limited partnership
1. Register limited partnership name. A foreign limited partnership may register its limited partnership name if the name is distinguishable on the records of the Secretary of State pursuant to section 403-A.
2. Application. To register its limited partnership name, a foreign limited partnership must execute and deliver to the Secretary of State for filing an application that:
A. Sets forth its limited partnership name, the state or country and date of its organization, the address of its principal office wherever located and a brief description of the nature of the business in which it is engaged; and
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law the foreign limited partnership is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.
3. Applicant's exclusive use. The limited partnership name is registered for the foreign limited partnership's exclusive use upon the effective date of the application until the end of the calendar year in which the application was filed.
4. Renewal of registered name. A foreign limited partnership whose registration is effective may renew it for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year.
5. Qualify as foreign limited partnership. A foreign limited partnership whose registration is effective may, after the registration is effective, qualify as a foreign limited partnership under the registered name or may consent in writing to the use of that name by a limited partnership organized under this Act or by another foreign limited partnership authorized to transact business in this State. The registration terminates when the domestic limited partnership is organized or the foreign limited partnership qualifies or consents to the qualification of another foreign limited partnership under the registered name.
Sec. C-9. 31 MRSA §492, sub-§3, ¶H, as amended by PL 1993, c. 316, §56, is further amended to read:
H. A certificate of good standing or its equivalent from the proper officer of its jurisdiction of organization existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law the foreign limited partnership is organized. The certificate of good standing or its equivalent existence must have been made not more than 90 days prior to the delivery of the application for filing; and
Sec. C-10. 31 MRSA §494, sub-§1, as enacted by PL 1991, c. 552, §2 and affected by §4, is amended to read:
1. Name. A foreign limited partnership may apply to the Secretary of State to do business in this State under any name that conforms with the requirements of section 403 403-A. The name does not need to be the same as the name under which it is authorized to do business in the jurisdiction of its organization.
Sec. C-11. 31 MRSA §498, sub-§2, ¶B, as corrected by RR 1993, c. 1, §80, is amended to read:
B. The authority of a foreign limited partnership may be revoked only after:
(1) The Secretary of State has mailed to the partnership's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as filed with the Secretary of State at least 30 days' 60 days' notice of pending revocation of its authority to do business in this State. The notice must specify the default; and
(2) The partnership has not, prior to revocation, removed the ground of default specified in the notice.
Sec. C-12. 31 MRSA §498, sub-§2, ¶C, as amended by PL 1993, c. 316, §63, is further amended to read:
C. After the expiration of the 30-day 60-day notice period, if a foreign limited partnership has not corrected the specified default or convinced the Secretary of State, by affidavit or otherwise, that there was no misrepresentation relative to paragraph A, subparagraph (5), the Secretary of State shall issue and file a certificate revoking the foreign limited partnership's authority to do business in this State and shall mail copies of the certificate of revocation to the foreign limited partnership's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as filed with the Secretary of State.
Sec. C-13. 31 MRSA §524, sub-§1, ¶B, as amended by PL 1997, c. 376, §41, is further amended to read:
B. The provisions of section 403 403-A, subsection 1, paragraph A requiring that the name names of all limited partnerships contain the words "Limited Partnership," the abbreviation "L.P." or the designation "LP" do not apply to a limited partnership formed before January 1, 1992 or a foreign limited partnership having obtained the authority to do business in this State before January 1, 1992 until such time as the limited partnership has filed an amendment to its certificate of limited partnership or application for authority to do business as a foreign limited partnership pursuant to subsection 2;
Sec. C-14. 31 MRSA §526, sub-§§1 and 2, as amended by PL 1997, c. 376, §42, are further amended to read:
1. Reservation. For filing of an application for reservation of name or a notice of transfer or cancellation of reservation pursuant to section 404 404-A, a fee in the amount of $20 for each limited partnership affected;
2. Assumed or fictitious name. For filing of an application for an assumed name under section 405 405-A, a fee in the amount of $105, and for filing of an application for a fictitious name under section 405-A, a fee in the amount of $20. The addition of the words "Limited Partnership," the abbreviation "L.P." or the designation "LP" to a foreign limited partnership's name for use in this State is not, for the purpose of this section, deemed an assumed name;
Sec. C-15. 31 MRSA §526, sub-§3, as enacted by PL 1991, c. 552, §2 and affected by §4, is amended to read:
3. Termination of assumed or fictitious name. For a termination of an assumed or fictitious name under section 405 405-A, a fee of $20;
Sec. C-16. 31 MRSA §526, sub-§4, as amended by PL 1993, c. 316, §65, is further amended to read:
4. Registered name. For filing of an application for a registered name of a foreign limited partnership under section 406 406-A, a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing an application to renew the registration of a registered name, a fee of $155;
Sec. C-17. 31 MRSA §526, sub-§4-A, as enacted by PL 1993, c. 316, §66, is repealed.
Sec. C-18. 31 MRSA §526, sub-§18, as amended by PL 1999, c. 638, §19, is repealed.
Sec. C-19. 31 MRSA §603, as corrected by RR 2001, c. 2, Pt. B, §50 and affected by §58, is repealed.
Sec. C-20. 31 MRSA §603-A is enacted to read:
§603-A. Limited liability company name
1. Requirements. A limited liability company name must contain the words "Limited Liability Company," the abbreviation "L.L.C." or the designation "LLC" unless the limited liability company is filing an assumed name under section 605-A or a registration of name under section 606-A. If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited Liability Company, Professional Association," "Limited Liability Company, P.A." or any of the designations without commas are used, a limited liability company may also use the abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section 605-A.
2. Distinguishable name. Except as authorized by subsections 3 and 4, a limited liability company name must be distinguishable on the records of the Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State;
B. Assumed, fictitious, reserved and registered name filings for all entities; and
C. Marks registered under Title 10, chapter 301-A unless the registered owner or holder of the mark is the same person or entity as the limited liability company seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State.
3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene;
B. Inappropriately promotes abusive or unlawful activity;
C. Falsely suggests an association with public institutions; or
D. Violates any other provision of the law of this State with respect to names.
4. Authorization to use name. A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or
B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
5. Use of another limited liability company's name. A limited liability company may use the name, including the assumed or fictitious name, of another domestic or foreign limited liability company that is used in this State if the other limited liability company is organized or authorized to transact business in this State and the limited liability company proposing to use the name:
A. Has merged with the other limited liability company;
B. Has been formed by reorganization of the other limited liability company; or
C. Has acquired all or substantially all of the assets, including the limited liability company name, of the other limited liability company.
6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "service corporation" and "professional corporation";
B. The presence or absence of the words or symbols of the words "and" and "the"; and
C. Differences in the use of punctuation, capitalization or special characters.
7. Change of limited liability company name by foreign limited liability company. If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 715 that is accompanied by a statement of use of a fictitious name under section 605-A.
8. Exception. Notwithstanding subsection 2, the name of a foreign limited liability company may be not distinguishable on the records of the Secretary of State if the foreign limited liability company was authorized to do business in this State before January 1, 1995 and had the right to use the name as its legal name before that date.
9. Name of limited liability company suspended. Subsection 2 does not apply to the name of any limited liability company whose certificate is suspended on and after the 3rd anniversary of the suspension.
Sec. C-21. 31 MRSA §604, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. C-22. 31 MRSA §604-A is enacted to read:
1. Reserve use of name. A person may reserve the exclusive use of a limited liability company name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability company name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable period of 120 days.
2. Transfer of reservation. The owner of a reserved limited liability company name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
Sec. C-23. 31 MRSA §605, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. C-24. 31 MRSA §605-A is enacted to read:
§605-A. Assumed or fictitious name of limited liability company
1. Assumed name defined. As used in this section, "assumed name" means a trade name or any name other than the real name of a limited liability company except a fictitious name.
2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign limited liability company authorized to transact business in this State because its real name is unavailable pursuant to section 603-A.
3. Authorized to transact business. Upon complying with this section, a domestic or foreign limited liability company authorized to transact business in this State may transact its business in this State under one or more assumed or fictitious names.
4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited liability company shall execute and deliver to the Secretary of State for filing a statement setting forth:
A. The limited liability company name;
B. That the limited liability company intends to transact business under an assumed or fictitious name;
C. The assumed or fictitious name that the limited liability company proposes to use;
D. If the assumed name is not to be used at all of the limited liability company's places of business in this State, the locations where that name will be used; and
E. If the company is a foreign limited liability company:
(1) The jurisdiction of organization; and
(2) The date on which it was authorized to transact business in this State.
A separate statement must be executed and delivered to the Secretary of State for filing with respect to each assumed or fictitious name that the limited liability company proposes to use.
5. Compliance required. An assumed or fictitious name must comply with the requirements of section 603-A.
6. Enjoin use of assumed or fictitious name. If a limited liability company uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name.
7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by such use if:
A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements of section 603-A; or
B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law.
The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for the purpose of determining priority of rights.
8. Terminate use of assumed or fictitious name. A limited liability company may terminate an assumed or fictitious name by executing and delivering to the Secretary of State a statement setting forth:
A. The name of the limited liability company;
B. That the limited liability company no longer intends to transact business under the assumed or fictitious name; and
C. The assumed or fictitious name the limited liability company intends to terminate.
Sec. C-25. 31 MRSA §606, as amended by PL 1995, c. 514, §§4 and 5, is repealed.
Sec. C-26. 31 MRSA §606-A is enacted to read:
§606-A. Registered name of foreign limited liability company
1. Register limited liability company name. A foreign limited liability company may register its limited liability company name if the name is distinguishable on the records of the Secretary of State pursuant to section 603-A.
2. Application. To register its limited liability company name, a foreign limited liability company must execute and deliver to the Secretary of State for filing an application that:
A. Sets forth its limited liability company name, the state or country and date of its organization, the address of its principal office wherever located and a brief description of the nature of the business in which it is engaged; and
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.
3. Applicant's exclusive use. A limited liability company name is registered for a foreign limited liability company's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed.
4. Renewal of registered name. A foreign limited liability company whose registration under this section is effective may renew it for a successive year by delivering for filing to the Secretary of State between October 1st and December 31st a renewal application that complies with the requirements of subsection 2. The renewal application, when filed, renews the registration for the following calendar year.
5. Qualify as foreign limited liability company. A foreign limited liability company whose registration under this section is effective may, after the registration is effective, qualify as a foreign limited liability company under the registered name or may consent in writing to the use of that name by a limited liability company organized under this Act or by another foreign limited liability company authorized to transact business in this State. The registration terminates when the domestic limited liability company is organized or the foreign limited liability company qualifies or consents to the qualification of another foreign limited liability company under the registered name.
Sec. C-27. 31 MRSA §712, sub-§3, ¶H, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
H. A certificate of good standing or its equivalent from the proper officer of its jurisdiction of organization existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is organized. The certificate of good standing or its equivalent existence must have been made not more than 90 days prior to the delivery of the application for filing; and
Sec. C-28. 31 MRSA §714, sub-§1, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
1. Name. A foreign limited liability company may apply to the Secretary of State to do business in this State under a name that conforms with the requirements of section 603 603-A, subsection 1. The name does not need to be the same as the name under which it is authorized to do business in the jurisdiction of its organization.
Sec. C-29. 31 MRSA §719, sub-§2, ¶¶B and C, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
B. The authority of a foreign limited liability company may be revoked only after:
(1) The Secretary of State has mailed to the foreign limited liability company's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as filed with the Secretary of State, a 30-day 60-day notice of pending revocation of its authority to do business in this State. The notice must specify the default; and
(2) The foreign limited liability company has not, prior to revocation, removed the ground of default specified in the notice.
C. After the expiration of the 30-day 60-day notice period, if a foreign limited liability company has not corrected the specified default or convinced the Secretary of State, by affidavit or otherwise, that there was no misrepresentation relative to paragraph A, subparagraph (5), the Secretary of State shall issue and file a certificate revoking the foreign limited liability company's authority to do business in this State and mail copies of the certificate of revocation to the foreign limited liability company's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as filed with the Secretary of State.
Sec. C-30. 31 MRSA §751, sub-§1, as amended by PL 1997, c. 376, §57, is further amended to read:
1. Reservation. For filing of an application for reservation of name or a notice of transfer or cancellation of reservation pursuant to section 604 604-A, a fee of $20 for each limited liability company affected;
Sec. C-31. 31 MRSA §751, sub-§§2 to 4, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
2. Assumed or fictitious name. For filing of an application for an assumed name under section 605 605-A, a fee of $105 and for filing an application for a fictitious name under section 605-A, a fee of $20;
3. Termination of assumed or fictitious name. For filing of a termination of an assumed or fictitious name under section 605 605-A, a fee of $20;
4. Registered name. For filing of an application for a registered name of a foreign limited liability company under section 606 606-A, a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing an application to renew the registration of a registered name, a fee of $155;
Sec. C-32. 31 MRSA §751, sub-§5, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. C-33. 31 MRSA §751, sub-§23, as amended by PL 1999, c. 638, §38, is repealed.
Sec. C-34. 31 MRSA §803, as corrected by RR 2001, c. 2, Pt. B, §52 and affected by §58, is repealed.
Sec. C-35. 31 MRSA §803-A is enacted to read:
§803-A. Registered limited liability partnership name
1. Requirements. A limited liability partnership name must contain the words "Limited Liability Partnership," the abbreviation "L.L.P." or the designation "LLP" unless the partnership is filing an assumed name under section 805-A or a registration of name under section 806-A. If the words "Limited Liability Partnership," "Limited Liability Partnership, Chartered," "Limited Liability Partnership, Professional Association," "Limited Liability Partnership, P.A." or any of the designations without commas are used, a limited liability partnership may also use the abbreviation "L.L.P." or the designation "LLP" without filing an assumed name under section 805-A.
2. Distinguishable name. Except as authorized by subsections 3 and 4, a limited liability partnership name must be distinguishable on the records of the Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State;
B. Assumed, fictitious, reserved and registered name filings for all entities; and
C. Marks registered under Title 10, chapter 301-A unless the registered owner or holder of the mark is the same person or entity as the limited liability partnership seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State.
3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene;
B. Inappropriately promotes abusive or unlawful activity;
C. Falsely suggests an association with public institutions; or
D. Violates any other provision of the law of this State with respect to names.
4. Authorization to use name. A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or
B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
5. Use of another limited liability partnership's name. A limited liability partnership may use the name, including the assumed or fictitious name, of another registered or foreign limited liability partnership that is used in this State if the other limited liability partnership is organized or authorized to transact business in this State and the limited liability partnership proposing to use the name:
A. Has merged with the other limited liability partnership;
B. Has been formed by reorganization of the other limited liability partnership; or
C. Has acquired all or substantially all of the assets, including the limited liability partnership name, of the other limited liability partnership.
6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "service corporation" and "professional corporation";
B. The presence or absence of the words or symbols of the words "and" and "the"; and
C. Differences in the use of punctuation, capitalization or special characters.
7. Change of limited liability partnership name by foreign limited liability partnership. If a foreign limited liability partnership authorized to transact business in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 855 that is accompanied by a statement of use of a fictitious name under section 805-A.
8. Exception. Notwithstanding subsection 2, the name of a limited liability partnership may be not distinguishable on the records of the Secretary of State if the foreign limited liability partnership was authorized to do business in this State prior to January 1, 1996 and had the right to use the name as its legal name before that date.
9. Name of limited liability partnership revoked. Subsection 2 does not apply to the name of any partnership whose status as a limited liability partnership has been revoked on and after the 3rd anniversary of the revocation.
Sec. C-36. 31 MRSA §804, as enacted by PL 1995, c. 633, Pt. B, §1, is repealed.
Sec. C-37. 31 MRSA §804-A is enacted to read:
1. Reserve use of name. A person may reserve the exclusive use of a limited liability partnership name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability partnership name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable period of 120 days.
2. Transfer of reservation. The owner of a reserved limited liability partnership name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
Sec. C-38. 31 MRSA §805, as enacted by PL 1995, c. 633, Pt. B, §1, is repealed.
Sec. C-39. 31 MRSA §805-A is enacted to read:
§805-A. Assumed or fictitious name of limited liability partnership
1. Assumed name defined. As used in this section, "assumed name" means a trade name or any name other than the real name of a limited liability partnership except a fictitious name.
2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign limited liability partnership authorized to transact business in this State because its real name is unavailable pursuant to section 803-A.
3. Authorized to transact business. Upon complying with this section, a registered or foreign limited liability partnership authorized to transact business in this State may transact its business in this State under one or more assumed or fictitious names.
4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited liability partnership shall execute and deliver to the Secretary of State for filing a statement setting forth:
A. The limited liability partnership name;
B. That the limited liability partnership intends to transact business under an assumed or fictitious name;
C. The assumed or fictitious name that the limited liability partnership proposes to use;
D. If the assumed name is not to be used at all of the limited liability partnership's places of busi-ness in this State, the locations where that name will be used; and
E. If the company is a foreign limited liability partnership:
(1) The jurisdiction of organization; and
(2) The date on which it was authorized to transact business in this State.
A separate statement must be executed and delivered to the Secretary of State for filing with respect to each assumed or fictitious name that the limited liability partnership proposes to use.
5. Compliance required. Each assumed or fictitious name must comply with the requirements of section 803-A.
6. Enjoin use of assumed or fictitious name. If a limited liability partnership uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name.
7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed name or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by such use if:
A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements of section 803-A; or
B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law.
The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for the purpose of determining priority of rights.
8. Terminate use of assumed or fictitious name. A limited liability partnership may terminate an assumed or fictitious name by executing and delivering to the Secretary of State a statement setting forth:
A. The name of the limited liability partnership;
B. That the limited liability partnership no longer intends to transact business under the assumed or fictitious name; and
C. The assumed or fictitious name the limited liability partnership intends to terminate.
Sec. C-40. 31 MRSA §806, as amended by PL 1997, c. 376, §63, is repealed.
Sec. C-41. 31 MRSA §806-A is enacted to read:
§806-A. Registered name of foreign limited liability partnership
1. Register limited liability partnership name. A foreign limited liability partnership may register its limited liability partnership name if the name is distinguishable on the records of the Secretary of State pursuant to section 803-A.
2. Application. To register its limited liability partnership name, a foreign limited liability partnership must execute and deliver to the Secretary of State for filing an application that:
A. Sets forth its limited liability partnership name, the state or country and date of its organization, the address of its principal office wherever located and a brief description of the nature of the business in which it is engaged; and
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is organized. In lieu of a certificate of existence, a copy of the foreign limited liability partnership's registration certified or stamped by the secretary of state or other proper officer in its domestic jurisdiction is a sufficient equivalent if such an officer does not produce any other type of certificate of existence. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.
3. Applicant's exclusive use. A limited liability partnership name is registered for a foreign limited liability partnership's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed.
4. Renewal of registered name. A foreign limited liability partnership whose registration under this section is effective may renew it for a successive year by delivering for filing to the Secretary of State between October 1st and December 31st a renewal application that complies with the requirements of subsection 2. The renewal application, when filed, renews the registration for the following calendar year.
5. Qualify as foreign limited liability partnership. A foreign limited liability partnership whose registration under this section is effective may, after the registration is effective, qualify as a foreign limited liability partnership under the registered name or may consent in writing to the use of that name by a registered limited liability partnership organized under this Act or by another foreign limited liability partnership authorized to transact business in this State. The registration terminates when the partnership becomes a registered limited liability partnership or the foreign limited liability partnership qualifies or consents to the qualification of another foreign limited liability partnership under the registered name.
Sec. C-42. 31 MRSA §852, sub-§3, ¶H, as enacted by PL 1995, c. 633, Pt. B, §1, is amended to read:
H. A certificate of good standing or its equivalent from the proper officer of its jurisdiction of organization existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is organized. For the purpose of this paragraph In lieu of a certificate of existence, a copy of the foreign limited liability partnership's registration certified or stamped by the Secretary of State secretary of state or other proper officer in its domestic jurisdiction is a sufficient equivalent if such an officer does not produce any other type of certificate of existence. The certificate of good standing or its equivalent existence must have been made not more than 90 days prior to the delivery of the application for filing; and
Sec. C-43. 31 MRSA §854, sub-§1, as enacted by PL 1995, c. 633, Pt. B, §1, is amended to read:
1. Name. A foreign limited liability partnership may apply to the Secretary of State to do business in this State under a name that conforms with the requirements of section 803 803-A, subsection 1. The name need not be the same as the name under which it is authorized to do business in the jurisdiction of its organization.
Sec. C-44. 31 MRSA §859, sub-§1, ¶¶B and C, as enacted by PL 1995, c. 633, Pt. B, §1, are amended to read:
B. A foreign partnership's status as a limited liability partnership in this State may be revoked only after:
(1) The Secretary of State has mailed to the foreign limited liability partnership's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as filed with the Secretary of State a 30-day 60-day notice of pending revocation of its status as a foreign limited liability partnership in this State. The notice must specify the default; and
(2) The foreign limited liability partnership has not, prior to revocation, removed the ground of default specified in the notice.
C. After the expiration of the 30-day 60-day notice period, if a foreign limited liability partnership has not corrected the specified default or convinced the Secretary of State, by affidavit or otherwise, that there was no misrepresentation relative to paragraph A, subparagraph (5), the Secretary of State shall issue and file a certificate revoking the status of the partnership as a foreign limited liability partnership in this State and mail copies of the certificate of revocation to the foreign limited liability partnership's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as filed with the Secretary of State.
Sec. C-45. 31 MRSA §871, sub-§1, as amended by PL 1997, c. 376, §71, is further amended to read:
1. Reservation. For filing an application for reservation of name or a notice of transfer or cancellation of reservation pursuant to section 804 804-A, a fee of $20 for each limited liability partnership affected;
Sec. C-46. 31 MRSA §871, sub-§§2 to 4, as enacted by PL 1995, c. 633, Pt. B, §1, are amended to read:
2. Assumed or fictitious name. For filing an application for an assumed name under section 805 805-A, a fee of $105 and for filing an application for a fictitious name under section 805-A, a fee of $20;
3. Termination of assumed or fictitious name. For filing a termination of an assumed or fictitious name under section 805 805-A, subsection 5 8, a fee of $20;
4. Registered name. For filing an application for a registered name of a foreign limited liability partnership under section 806 806-A, a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For; and for filing an application to renew the registration of a registered name, the fee is $155;
Sec. C-47. 31 MRSA §871, sub-§5, as enacted by PL 1995, c. 633, Pt. B, §1, is repealed.
Sec. C-48. 31 MRSA §871, sub-§21, as enacted by PL 1997, c. 376, §72, is repealed.
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