As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings.

1.__General partner.__"General partner" means a partner in a partnership and a general partner in a limited partnership.

2.__Limited partner.__"Limited partner" means a limited partner in a limited partnership.

3.__Limited partnership.__"Limited partnership" means a limited partnership created under the Maine Revised Uniform Limited Partnership Act, predecessor law or comparable law of another jurisdiction.

4.__Partner.__"Partner" includes both a general partner and a limited partner.

Comment

(This is Section 901 of the Uniform Partnership Act (1997).)

1. Article 9 is new. The UPA is silent with respect to the conversion or merger of partnerships, and thus it is necessary under the UPA to structure those types of transactions as asset transfers. RUPA provides specific statutory authority for conversions and mergers. It provides for continuation of the partnership entity, thereby simplifying those transactions and adding certainty to the legal consequences.

A number of States currently authorize the merger of limited partnerships, and some authorize them to merge with other business entities such as corporations and limited liability companies. A few States currently authorize the merger of a general and a limited partnership or the conversion of a general to a limited partnership.

2. As Section 908 makes clear, the requirements of Article 9 are not mandatory, and a partnership may convert or merge in any other manner provided by law. Article 9 is merely a "safe harbor." If the requirements of the article are followed, the conversion or merger is legally valid. Since most States have no other established procedure for the conversion or merger of partnerships, it is likely that the Article 9 procedures will be used in virtually all cases.

3. Article 9 does not restrict the provisions authorizing conversions and mergers to domestic partnerships. Since no