Chapter 323
H.P. 1292 - L.D. 1853
PART F
Sec. F-1. 31 MRSA §1302, sub-§4, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed.
Sec. F-2. 31 MRSA §1311, first ¶, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
A limited partnership shall maintain at its designated principal office the following information:
Sec. F-3. 31 MRSA §1314, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed.
Sec. F-4. 31 MRSA §1315, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed.
Sec. F-5. 31 MRSA §1316, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed.
Sec. F-6. 31 MRSA §1317, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed.
Sec. F-7. 31 MRSA §1317-A is enacted to read:
Service of process, notice or demand required or permitted by law on a domestic or foreign limited partnership authorized to transact business in this State is governed by Title 5, section 113.
Sec. F-8. 31 MRSA §1321, sub-§1, ¶B, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
B. The street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process information required by Title 5, section 105, subsection 1;
Sec. F-9. 31 MRSA §1322, sub-§2, ¶C, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
C. The appointment of a person to wind up the limited partnership's activities under section 1393, subsection 3 or 4; or
Sec. F-10. 31 MRSA §1322, sub-§2, ¶D, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
D. The change in name or street address of one or more of its general partners . ; or
Sec. F-11. 31 MRSA §1322, sub-§2, ¶E is enacted to read:
E. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent.
Sec. F-12. 31 MRSA §1322, sub-§3, ¶B, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
B. If appropriate, deliver to the Secretary of State for filing a statement of change pursuant to section 1315 or a statement of correction pursuant to section 1327.
Sec. F-13. 31 MRSA §1326, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
3. Effective date; specified; default.
Except as otherwise provided in sections 1316 and section 1327, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective:A. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State endorsement of the date and time on the record;
B. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
C.
If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
(1) The specified date; and
(2) The 90th day after the record is filed; or
D.
If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(1) The specified date; and
(2) The 90th day after the record is filed.
Sec. F-14. 31 MRSA §1328, sub-§1, ¶B, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
B. A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 1322, file a petition pursuant to section 1325 , or deliver to the Secretary of State for filing a statement of change pursuant to section 1315 of registered agent as required by Title 5, section 108 or a statement of correction pursuant to as required by section 1327.
Sec. F-15. 31 MRSA §1330, sub-§1, ¶A, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
A.
The annual report must set forth:
(1) The name of the domestic or foreign limited partnership;
(1-A) The jurisdiction of organization of the limited partnership;
(2) The name of its registered agent and the address of its registered office in this State, including the street or rural route number, town or city and state, and, in the case of a foreign limited partnership, the address of its registered or principal office information required by Title 5, section 105, subsection 1;
(3) A brief statement of the character of the business in which the limited partnership is actually engaged in this State, if any; and
(4) The name and business or residence address of each general partner, including the street or rural route number, town or city and state . ; and
(5) The address of its principal office, wherever located.
Sec. F-16. 31 MRSA §1344, sub-§1, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
1. Right to inspect and copy.
On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated principal office. The limited partner need not have any particular purpose for seeking the information.
Sec. F-17. 31 MRSA §1344, sub-§4, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
4. Right of dissociated limited partner.
Subject to subsection 6, a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated principal office if:A. The information pertains to the period during which the person was a limited partner;
B. The person seeks the information in good faith; and
C. The person meets the requirements of subsection 2.
Sec. F-18. 31 MRSA §1357, sub-§1, ¶A, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
A. In the limited partnership's designated principal office, required information; and
Sec. F-19. 31 MRSA §1397, sub-§2, ¶A, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
A. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in the county in which the limited partnership's designated office is or was last located in Kennebec County;
Sec. F-20. 31 MRSA §1399, sub-§1, ¶D, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
D. The domestic limited partnership fails to appoint or maintain is without a registered agent or registered office in this State as required by section 1314 Title 5, section 105, subsection 1;
Sec. F-21. 31 MRSA §1399, sub-§1, ¶E, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
E. The domestic limited partnership does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or registered office the address of its registered agent has been changed as required by section 1315 Title 5, section 109 or 110 or that its registered agent has resigned as required by section 1316 Title 5, section 111; or
Sec. F-22. 31 MRSA §1399, sub-§2, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
2. Procedure for administrative dissolution of domestic limited partnership.
If the Secretary of State determines that one or more grounds exist under subsection 1 for dissolving a domestic limited partnership, the Secretary of State shall issue serve the limited partnership with a written notice of that determination to the limited partnership's last registered office address as required by subsection 10.
Sec. F-23. 31 MRSA §1399, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
3. Administrative dissolution.
The domestic limited partnership will be is administratively dissolved if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 10 the Secretary of State determines that the limited partnership has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the limited partnership at its last registered office address as required by subsection 10 that recites the ground or grounds for dissolution and the effective date of dissolution.
Sec. F-24. 31 MRSA §1399, sub-§10 is enacted to read:
10. Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the domestic limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the limited partnership.
Sec. F-25. 31 MRSA §1400, sub-§1, ¶B, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
B. If the Secretary of State determines that the application contains the information required under this subsection and is accompanied by the reinstatement fee set forth in section 1460, subsection 6, and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall send use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership at its last registered office address.
Sec. F-26. 31 MRSA §1401, sub-§1, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
1. Denial of reinstatement.
If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall mail serve the limited partnership as required by section 1399, subsection 10 with a written notice that explains the reason or reasons for denial to the limited partnership at its last registered office address.
Sec. F-27. 31 MRSA §1412, sub-§1, ¶D, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
D. The name and street and mailing address of the foreign limited partnership's initial registered agent and office in this State information required by Title 5, section 105, subsection 1;
Sec. F-28. 31 MRSA §1416, sub-§1, ¶D, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
D. The foreign limited partnership fails to appoint or maintain is without a registered agent or registered office in this State as required by section 1314 Title 5, section 105, subsection 1;
Sec. F-29. 31 MRSA §1416, sub-§1, ¶E, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
E. The foreign limited partnership does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108 or registered office has been changed as required by section 1315 the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by section 1316 Title 5, section 111; or
Sec. F-30. 31 MRSA §1416, sub-§2, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
2. Procedure for revocation of foreign limited partnership.
If the Secretary of State determines that one or more grounds exist under subsection 1 for the revocation of authority of a the foreign limited partnership, the Secretary of State shall issue serve the foreign limited partnership with a written notice of that determination to the limited partnership's last registered office address or to its last registered or principal office wherever located as required by subsection 7.
Sec. F-31. 31 MRSA §1416, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
3. Revocation of authority.
The foreign limited partnership's authority is revoked if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 7 the Secretary of State determines that the foreign limited partnership has failed to correct the ground or grounds for the revocation. The Secretary of State shall send notice to the foreign limited partnership at its last registered office address or to its last registered or principal office wherever located as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation.
Sec. F-32. 31 MRSA §1416, sub-§7 is enacted to read:
7. Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, of the foreign limited partnership.
Sec. F-33. 31 MRSA §1434, sub-§1, ¶A, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
A.
A converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:
(1) A statement that the limited partnership has been converted into another organization;
(2) The name and form of the organization and the jurisdiction of its governing statute;
(3) The date the conversion is effective under the governing statute of the converted organization;
(4) A statement that the conversion was approved as required by this chapter;
(5) A statement that the conversion was approved as required by the governing statute of the converted organization; and
(6) If the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that the Secretary of State may use for the purposes of may be used for service of process under section 1435, subsection 3; and
Sec. F-34. 31 MRSA §1435, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
3. Foreign organization; Secretary of State as agent.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting organization, if before the conversion the converting organization was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in section 1317, subsections 3 and 4 may be served with process at the address required in the articles of conversion under section 1434, subsection 1, paragraph A, subparagraph (6).
Sec. F-35. 31 MRSA §1438, sub-§2, ¶G, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
G. If the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that the Secretary of State may use for the purposes of may be used for service of process under section 1439, subsection 2; and
Sec. F-36. 31 MRSA §1439, sub-§2, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
2. Foreign organization.
A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in section 1317, subsections 3 and 4 may be served with process at the address required in the articles of merger under section 1438, subsection 2, paragraph G.
Sec. F-37. 31 MRSA §1460, sub-§5, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed.
Sec. F-38. 31 MRSA §1460, sub-§6, as enacted by PL 2005, c. 543, Pt. C, §2, is amended to read:
6. Reinstatement fee after administrative dissolution.
For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint or maintain a registered agent or registered office, a fee of $150; for failure to notify the Secretary of State that its registered agent or registered office the address of its registered agent has been changed , or that its registered agent has resigned or that its registered office has been discontinued, a fee of $150; for failure to file an amended application, a fee of $150; and for filing false information, a fee of $150;