LD 2290
pg. 10
Page 9 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 11 of 31
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LR 3693
Item 1

 
(3) The limited partnership, after change of its
registered office or registered agent, fails to file
with the Secretary of State a notification of such a
change; or

 
(4) A misrepresentation has been made of a material
fact in any application, report, affidavit or other
document required by this chapter; or.

 
Sec. 9. 31 MRSA §408, sub-§1, ¶B, as enacted by PL 1991, c. 552, §2 and
affected by §4, is repealed.

 
Sec. 10. 31 MRSA §408, sub-§3, as enacted by PL 1991, c. 552, §2 and
affected by §4, is amended to read:

 
3. Reinstatement. A domestic limited partnership that has
been suspended under this section may be reinstated by filing
proper notification of change of registered agent or registered
office, or both, with the Secretary of State, correcting any
misrepresentation or providing a list of limited partners and
paying all delinquent fees and the penalty as set forth in
section 526, subsection 6.

 
Sec. 11. 31 MRSA §§417 to 419 are enacted to read:

 
§417.__Merger or consolidation

 
1.__Definitions.__"Other business entity" or "other business
entities" for purposes of this section means domestic or foreign
corporations, limited liability companies and general
partnerships authorized by applicable statutes to merge or
consolidate with a limited partnership.

 
2.__Merger or consolidation.__Pursuant to a plan of merger or
consolidation that complies with and is approved in accordance
with this section, any one or more limited partnerships may merge
or consolidate with or into one or more limited partnerships or
other business entities, with the limited partnership or the
other business entity as the agreement provides being the
surviving or resulting limited partnership or other business
entity.

 
3.__Agreement or plan of merger.__A limited partnership and
other business entity that is merging or consolidating pursuant
to subsection 2 shall enter into a written agreement or plan of
merger or consolidation.__The agreement or plan must state:

 
A.__The names and current jurisdictions of the participating
limited partnerships or other business entities and the name and
jurisdiction of the surviving or resulting limited


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