MRS Title 31, Chapter15: LIMITED LIABILITY PARTNERSHIPS
Text current through November 1, 2017, see disclaimer at end of document.
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter15: LIMITED LIABILITY PARTNERSHIPS
Table of Contents
Subchapter1. GENERAL PROVISIONS ...... 0
Section801. SHORT TITLE...... 0
Section802. DEFINITIONS (REPEALED)...... 0
Section802-A. DEFINITIONS...... 0
Section803. REGISTERED LIMITED LIABILITY PARTNERSHIP NAME (REPEALED) 0
Section803-A. REGISTERED LIMITED LIABILITY PARTNERSHIP NAME .0
Section804. RESERVATION OF NAME (REPEALED)...... 0
Section804-A. RESERVED NAME...... 0
Section805. ASSUMED NAME (REPEALED)...... 0
Section805-A. ASSUMED OR FICTITIOUS NAME OF LIMITED LIABILITY PARTNERSHIP 0
Section806. REGISTERED NAME AND RENEWAL FOR FOREIGN LIMITED LIABILITY PARTNERSHIP; TERMINATION (REPEALED) 0
Section806-A. REGISTERED NAME OF FOREIGN LIMITED LIABILITY PARTNERSHIP 0
Section807. REGISTERED OFFICE; REGISTERED AGENT (REPEALED)...0
Section807-A. REGISTERED AGENT OF LIMITED LIABILITY PARTNERSHIP0
Section808. REVOCATION OF REGISTERED LIMITED LIABILITY PARTNERSHIP STATUS BY SECRETARY OF STATE (REPEALED) 0
Section808-A. GROUNDS FOR REVOCATION OF REGISTERED LIMITED LIABILITY PARTNERSHIP'S STATUS 0
Section808-B. PROCEDURE FOR AND EFFECT OF REVOCATION...... 0
Section808-C. REINSTATEMENT FOLLOWING REVOCATION...... 0
Section808-D. APPEAL FROM DENIAL OF REINSTATEMENT...... 0
Section808-E. REINSTATEMENT OF REGISTERED LIMITED LIABILITY PARTNERSHIP STATUS 0
Section809. SERVICE OF PROCESS UPON REGISTERED LIMITED LIABILITY PARTNERSHIP (REPEALED) 0
Section809-A. SERVICE OF PROCESS UPON REGISTERED LIMITED LIABILITY PARTNERSHIP 0
Section810. SERVICE OF NONRESIDENT PARTNERS OF REGISTERED LIMITED LIABILITY PARTNERSHIPS 0
Section811. NATURE OF PROFESSIONAL LIMITED LIABILITY PARTNERSHIP BUSINESS 0
Section812. RULES...... 0
Section813. EXPEDITED SERVICE...... 0
Section814. ACCESS TO DATABASE...... 0
Section815. PUBLICATIONS...... 0
Section816. ROUTINE TECHNICAL RULES...... 0
Section817. CERTIFICATE OF EXISTENCE; CERTIFICATE OF AUTHORITY; CERTIFICATE OF FACT 0
Subchapter2. REGISTRATION ...... 0
Section821. REGISTRATION ...... 0
Section822. CERTIFICATE OF LIMITED LIABILITY PARTNERSHIP .....0
Section823. AMENDMENT TO CERTIFICATE...... 0
Section824. CERTIFICATE OF CORRECTION...... 0
Section825. CERTIFICATE OF RENUNCIATION...... 0
Section826. EXECUTION...... 0
Section827. EXECUTION OR AMENDMENT BY JUDICIAL ORDER...... 0
Section828. FILING...... 0
Section829. MATERIALLY INACCURATE STATEMENT...... 0
Section830. NOTICE...... 0
Subchapter3. FOREIGN LIMITED LIABILITY PARTNERSHIPS ...... 0
Section851. LAWS GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIPS 0
Section852. AUTHORITY TO DO BUSINESS REQUIRED; APPLICATION..0
Section853. EVIDENCE OF AUTHORITY TO DO BUSINESS...... 0
Section854. NAME; REGISTERED OFFICE; REGISTERED AGENT...... 0
Section855. AMENDMENTS TO APPLICATION...... 0
Section856. CERTIFICATE OF CORRECTION...... 0
Section857. CANCELLATION OF AUTHORITY TO DO BUSINESS...... 0
Section858. DOING BUSINESS WITHOUT AUTHORITY; TREATMENT AS GENERAL PARTNERSHIP (REPEALED) 0
Section858-A. EFFECT OF FAILURE TO QUALIFY ...... 0
Section859. DOING BUSINESS WITHOUT AUTHORITY; REVOCATION BY SECRETARY OF STATE (REPEALED) 0
Section859-A. GROUNDS FOR REVOCATION ...... 0
Section859-B. PROCEDURE FOR AND EFFECT OF REVOCATION ...... 0
Section859-C. APPEAL FROM REVOCATION...... 0
Section859-D. REINSTATEMENT FOLLOWING REVOCATION (REPEALED)0
Section859-E. APPEAL FROM DENIAL OF REINSTATEMENT (REPEALED)0
Section860. EXECUTION OF DOCUMENTS; LIABILITY FOR FALSE STATEMENTS 0
Section861. SERVICE OF PROCESS ON FOREIGN LIMITED LIABILITY PARTNERSHIPS AUTHORIZED TO DO BUSINESS IN STATE (REPEALED) 0
Section861-A. SERVICE OF PROCESS UPON FOREIGN LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS IN STATE 0
Section862. SERVICE OF PROCESS ON FOREIGN LIMITED LIABILITY PARTNERSHIP NOT AUTHORIZED TO DO BUSINESS IN STATE 0
Section863. SERVICE OF PROCESS ON SECRETARY OF STATE FOR FOREIGN LIMITED LIABILITY PARTNERSHIP (REPEALED) 0
Section864. ACTION BY ATTORNEY GENERAL (REPEALED)...... 0
Subchapter4. MISCELLANEOUS ...... 0
Section871. FEES; PENALTIES...... 0
Section872. DUTY OF SECRETARY OF STATE...... 0
Section873. ANNUAL REPORT OF REGISTERED AND FOREIGN LIMITED LIABILITY PARTNERSHIPS 0
Section873-A. AMENDED ANNUAL REPORT OF REGISTERED OR FOREIGN LIMITED LIABILITY PARTNERSHIP 0
Section874. FAILURE TO FILE ANNUAL REPORT; INCORRECT REPORT; PENALTIES 0
Section875. EFFECTIVE DATE...... 0
Section876. APPLICATION TO EXISTING FOREIGN LIMITED LIABILITY PARTNERSHIPS; DEFINITION 0
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MRS Title 31, Chapter15: LIMITED LIABILITY PARTNERSHIPS
Maine Revised Statutes
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter15: LIMITED LIABILITY PARTNERSHIPS
Subchapter 1:GENERAL PROVISIONS
§801. SHORT TITLE
This Act is known and may be cited as the "Maine Limited Liability Partnership Act." [1995, c. 633, Pt. B, §1 (NEW).]
SECTION HISTORY
1995, c. 633, §B1 (NEW).
§802. DEFINITIONS
(REPEALED)
SECTION HISTORY
1995, c. 633, §B1 (NEW). 2005, c. 302, §15 (RP).
§802-A. DEFINITIONS
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [2005, c. 302, §16 (NEW).]
1.Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.
[ 2005, c. 302, §16 (NEW) .]
2.Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient.
[ 2005, c. 302, §16 (NEW) .]
3.Foreign limited liability partnership. "Foreign limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of that jurisdiction.
[ 2005, c. 302, §16 (NEW) .]
4.Registered limited liability partnership. "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the Uniform Partnership Act and registered under this Act.
[ 2005, c. 302, §16 (NEW) .]
5.Sign; signature. "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
[ 2005, c. 302, §16 (NEW) .]
SECTION HISTORY
2005, c. 302, §16 (NEW).
§803. REGISTERED LIMITED LIABILITY PARTNERSHIP NAME
(REPEALED)
SECTION HISTORY
1995, c. 633, §B1 (NEW). 1997, c. 376, §62 (AMD). 1997, c. 633, §§20,21 (AMD). 1999, c. 638, §41 (AMD). RR2001, c. 2, §B58 (AFF). RR2001, c. 2, §B52 (COR). 2003, c. 344, §C34 (RP).
§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.
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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; [2003, c. 344, Pt. C, §35 (NEW).]
B. Assumed, fictitious, reserved and registered name filings for all entities; and [2003, c. 344, Pt. C, §35 (NEW).]
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. [2003, c. 344, Pt. C, §35 (NEW).]
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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; [2003, c. 344, Pt. C, §35 (NEW).]
B. Inappropriately promotes abusive or unlawful activity; [2003, c. 344, Pt. C, §35 (NEW).]
C. Falsely suggests an association with public institutions; or [2003, c. 344, Pt. C, §35 (NEW).]
D. Violates any other provision of the law of this State with respect to names. [2003, c. 344, Pt. C, §35 (NEW).]
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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 [2003, c. 344, Pt. C, §35 (NEW).]
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. [2003, c. 344, Pt. C, §35 (NEW).]
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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; [2003, c. 344, Pt. C, §35 (NEW).]
B. Has been formed by reorganization of the other limited liability partnership; or [2003, c. 344, Pt. C, §35 (NEW).]
C. Has acquired all or substantially all of the assets, including the limited liability partnership name, of the other limited liability partnership. [2003, c. 344, Pt. C, §35 (NEW).]
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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," "limited liability limited partnership," "service corporation" and "professional corporation"; [2005, c. 543, Pt. D, §16 (AMD); 2005, c. 543, Pt. D, §18 (AFF).]
B. The presence or absence of the words or symbols of the words "and" and "the"; and [2003, c. 344, Pt. C, §35 (NEW).]
C. Differences in the use of punctuation, capitalization or special characters. [2003, c. 344, Pt. C, §35 (NEW).]
[ 2005, c. 543, Pt. D, §16 (AMD); 2005, c. 543, Pt. D, §18 (AFF) .]
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.
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §35 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §35 (NEW) .]
SECTION HISTORY
2003, c. 344, §C35 (NEW). 2005, c. 543, §D16 (AMD). 2005, c. 543, §D18 (AFF).
§804. RESERVATION OF NAME
(REPEALED)
SECTION HISTORY
1995, c. 633, §B1 (NEW). 2003, c. 344, §C36 (RP).
§804-A. RESERVED NAME
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 period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant.
[ 2013, c. 99, §3 (AMD) .]
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.
[ 2003, c. 344, Pt. C, §37 (NEW) .]
SECTION HISTORY
2003, c. 344, §C37 (NEW). 2013, c. 99, §3 (AMD).
§805. ASSUMED NAME
(REPEALED)
SECTION HISTORY
1995, c. 633, §B1 (NEW). 2003, c. 344, §C38 (RP).
§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.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
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; [2003, c. 344, Pt. C, §39 (NEW).]
B. That the limited liability partnership intends to transact business under an assumed or fictitious name; [2003, c. 344, Pt. C, §39 (NEW).]
C. The assumed or fictitious name that the limited liability partnership proposes to use; [2003, c. 344, Pt. C, §39 (NEW).]
D. If the assumed name is not to be used at all of the limited liability partnership's places of business in this State, the locations where that name will be used; and [2003, c. 344, Pt. C, §39 (NEW).]
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. [2003, c. 344, Pt. C, §39 (NEW).]
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.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
5.Compliance required. Each assumed or fictitious name must comply with the requirements of section 803-A.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
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 [2003, c. 344, Pt. C, §39 (NEW).]
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. [2003, c. 344, Pt. C, §39 (NEW).]
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.
[ 2003, c. 344, Pt. C, §39 (NEW) .]
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; [2003, c. 344, Pt. C, §39 (NEW).]
B. That the limited liability partnership no longer intends to transact business under the assumed or fictitious name; and [2003, c. 344, Pt. C, §39 (NEW).]
C. The assumed or fictitious name the limited liability partnership intends to terminate. [2003, c. 344, Pt. C, §39 (NEW).]
[ 2003, c. 344, Pt. C, §39 (NEW) .]
SECTION HISTORY
2003, c. 344, §C39 (NEW).
§806. REGISTERED NAME AND RENEWAL FOR FOREIGN LIMITED LIABILITY PARTNERSHIP; TERMINATION
(REPEALED)
SECTION HISTORY
1995, c. 633, §B1 (NEW). 1997, c. 376, §63 (AMD). 2003, c. 344, §C40 (RP).
§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.
[ 2003, c. 344, Pt. C, §41 (NEW) .]
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 [2003, c. 344, Pt. C, §41 (NEW).]
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. [2003, c. 344, Pt. C, §41 (NEW).]
[ 2003, c. 344, Pt. C, §41 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §41 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §41 (NEW) .]
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.
[ 2003, c. 344, Pt. C, §41 (NEW) .]
SECTION HISTORY
2003, c. 344, §C41 (NEW).
§807. REGISTERED OFFICE; REGISTERED AGENT
(REPEALED)
SECTION HISTORY
1995, c. 633, §B1 (NEW). 1999, c. 594, §27 (AMD). 2007, c. 323, Pt. E, §1 (RP). 2007, c. 323, Pt. G, §4 (AFF).
§807-A. REGISTERED AGENT OF LIMITED LIABILITY PARTNERSHIP
Each registered limited liability partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A. [2007, c. 535, Pt. B, §8 (NEW).]
SECTION HISTORY
2007, c. 535, Pt. B, §8 (NEW).
§808. REVOCATION OF REGISTERED LIMITED LIABILITY PARTNERSHIP STATUS BY SECRETARY OF STATE