Under current Maine law, when a limited liability partnership fails to file the annual report, appoint a registered agent or make other required filings, the partners' limited liability is revoked. RUPA provides that the effect of such failures is the suspension of the limited liability partnership's authority to do business.

Under RUPA, the vote for registration of the partnership as a limited liability partnership generally must be approved by vote required to amend the partnership agreement. Current law includes no explicit provisions.

Under RUPA, a foreign limited liability partnership that fails to qualify to do business in Maine may not maintain action in Maine, and the Secretary of State is automatically appointed as agent for service of process. Under current law, the failure results in no limited liability for partners.

Under current Maine law, if the limited partnership fails to file the annual report or make other filings, the limited liability of the partners is revoked. Under RUPA, the same failure results in the revocation of authority to do business in Maine.

RUPA explicitly provides that the Attorney General may seek an injunction in any county where the limited liability partnership has done business when a foreign limited liability partnership has not been authorized to do business in this State.

Under current Maine law, a partner in limited liability partnership is not liable for liability "arising from omissions, negligence, wrongful acts, misconduct or malpractice" of another partner or agent of partnership. The law does not prevent liability for purely contractual obligations of partnership. RUPA provides extended liability protection for partners in the limited liability partnership for vicarious liability for partnership obligations, similar to limitations on liability of corporate shareholders. This bill retains the specific liability standards for partners in professional limited liability partnerships set forth in the Maine Professional Services Corporation Act.

RUPA explicitly sets forth procedures for conversion of a general partnership to a limited partnership. Following conversion, a partner who has become a limited partner as a result of the conversion remains liable as a general partner for