LD 1609
pg. 122
Page 121 of 148 An Act To Establish the Uniform Partnership Act Page 123 of 148
Download Bill Text
LR 1469
Item 1
 
filing is required for the creation of a partnership under RUPA, it
is often unclear where a partnership is domiciled. Moreover, a
partnership doing business in the State satisfies the definition of
a partnership created under this Act since it is an association of
two or more co-owners carrying on a business for profit. Even a
partnership clearly domiciled in another State could easily amend
its partnership agreement to provide that its internal affairs are
to be governed by the laws of a jurisdiction that has enacted
Article 9 of RUPA. No harm is likely to result from extending to
foreign partnerships the right to convert or merge under local law.

 
4. Because Article 9 deals with the conversion and merger of
both general and limited partnerships, Section 901 sets forth
four definitions distinguishing between the two types of
partnerships solely for the purposes of Article 9. "Partner"
includes both general and limited partners, and "general partner"
includes general partners in both general and limited
partnerships.

 
§1092.__Conversion of partnership to limited partnership

 
1.__Conversion.__A partnership may be converted to a limited
partnership pursuant to this section.

 
2.__Terms and conditions.__The terms and conditions of a
conversion of a partnership to a limited partnership must be
approved by all of the partners or by a number or percentage
specified for conversion in the partnership agreement.

 
3.__Certificate of limited partnership.__After the conversion
is approved by the partners, the partnership shall file a
certificate of limited partnership in the jurisdiction in which
the limited partnership is to be formed.__The certificate must
include:

 
A.__A statement that the partnership was converted to a
limited partnership from a partnership;

 
B.__Its former name; and

 
C.__A statement of the number of votes cast by the partners
for and against the conversion and, if the vote is less than
unanimous, the number or percentage required to approve the
conversion under the partnership agreement.

 
4.__Effective date of conversion.__The conversion takes effect
when the certificate of limited partnership is filed or at any
later date specified in the certificate.

Page 121 of 148 Top of Page Page 123 of 148
Additional Information
Amendments Public Hearings Committee Information
Other Documents Work Sessions Title & Section
Related Pages
Status for LD 1609 Search Bill Text Session Information
Bill Directory Search
Bill
Status		 Legislative Information
Download RTF (MS-Word) Maine Legislature
Office of Legislative Information
100 State House Station
Augusta, ME 04333		 voice: (207) 287-1692
fax: (207) 287-1580
tty: (207) 287-6826
Word Viewer for Windows Disclaimer