LD 1609
pg. 137
Page 136 of 148 An Act To Establish the Uniform Partnership Act Page 138 of 148
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LR 1469
Item 1

 
Sec. B-2. 31 MRSA §821, as enacted by PL 1995, c. 633, Pt. B, §1, is
repealed and the following enacted in its place:

 
§821.__Registration

 
1.__Filing of certificate.__A partnership formed under the
Uniform Partnership Act may be registered as a registered limited
liability partnership by signing and filing a certificate of
limited liability partnership with the Secretary of State.

 
2.__Terms and conditions.__The terms and conditions on which a
partnership becomes a limited liability partnership must be
approved by the vote necessary to amend the partnership agreement
or, in the case of a partnership agreement that expressly
considers obligations to contribute to the partnership, by the
vote necessary to amend those provisions.

 
Sec. B-3. 31 MRSA §822, sub-§1, śC, as enacted by PL 1995, c. 633, Pt.
B, §1, is amended to read:

 
C. The name and the business, residence or mailing address
of the contact partner; and

 
Sec. B-4. 31 MRSA §822, sub-§1, śC-1 is enacted to read:

 
C-1.__The street address of the partnership's chief
executive office and, if different, the street address of an
office in the State, if any; and

 
Sec. B-5. 31 MRSA §822, sub-§3 is enacted to read:

 
3.__Errors; later changes.__The status of a partnership as a
limited liability partnership and the liability of its partners
is not affected by errors or later changes in the information
required to be contained in the certificate under subsection 1.

 
Sec. B-6. 31 MRSA §858, as enacted by PL 1995, c. 633, Pt. B, §1,
is repealed.

 
Sec. B-7. 31 MRSA §858-A is enacted to read:

 
§858-A.__Effect of failure to qualify

 
1.__No action or proceeding until granted authority; fees
paid.__A foreign limited liability partnership transacting
business in this State may not maintain an action or proceeding
in this State until it is granted authority to do business in
this State and pays to the State all fees and penalties for the
years or parts of years during which it did business in this
State without having been
granted authority to do business.


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