Maine Legislature Maine Revised Statutes
  • Session Law
  • Statutes
  • Maine State Constitution
  • Information
  • §1346 PDF
  • §1346 MS-Word
  • Statute Search
  • Ch. 19 Contents
  • Title 31 Contents
  • List of Titles
  • Maine Law & Disclaimer
  • Revisor's Office
  • Maine Legislature
§1345
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT
Subchapter 3: LIMITED PARTNERS
§1351

§1346. Person erroneously believing self to be limited partner

1.  Not liable for enterprise's obligations.  Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:  
A. Causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Liable to 3rd party.  A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner.  
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3.  Right to withdraw without breach.  If a person makes a diligent effort in good faith to comply with subsection 1, paragraph A and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection 1, paragraph B even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.  
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public.
If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes · 7 State House Station · State House Room 108 · Augusta, Maine 04333-0007
Data for this page extracted on 9/28/2022 08:27:44.
Maine Government
Legislature • Executive • Judicial • Agency Rules
Visit the State House
Tour Guide • Accessibility • Security Screening • Directions & Parking
Email
Office of the Revisor of Statutes