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| 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 B, §1, is | repealed and the following enacted in its place: |
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| | 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. |
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| | 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. |
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| | Sec. B-3. 31 MRSA §822, sub-§1, śC, as enacted by PL 1995, c. 633, Pt. | B, §1, is amended to read: |
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| C. The name and the business, residence or mailing address | of the contact partner; and |
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| | Sec. B-4. 31 MRSA §822, sub-§1, śC-1 is enacted to read: |
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| 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 |
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| | Sec. B-5. 31 MRSA §822, sub-§3 is enacted to read: |
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| | 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. |
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| | Sec. B-6. 31 MRSA §858, as enacted by PL 1995, c. 633, Pt. B, §1, | is repealed. |
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| | Sec. B-7. 31 MRSA §858-A is enacted to read: |
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| §858-A.__Effect of failure to qualify |
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| | 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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