| (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 |
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| (4) A misrepresentation has been made of a material | fact in any application, report, affidavit or other | document required by this chapter; or. |
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| | Sec. 9. 31 MRSA §408, sub-§1, ¶B, as enacted by PL 1991, c. 552, §2 and | affected by §4, is repealed. |
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| | Sec. 10. 31 MRSA §408, sub-§3, as enacted by PL 1991, c. 552, §2 and | affected by §4, is amended to read: |
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| | 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. |
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| | Sec. 11. 31 MRSA §§417 to 419 are enacted to read: |
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| §417.__Merger or consolidation |
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| | 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. |
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| | 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. |
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| | 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: |
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| 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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