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preconversion obligations and is liable as a general partner for | | partnership obligations incurred within 90 days after the | | conversion, if the transaction counterparty in question believed | | the limited partner to be a general partner. Current law does not | | address this circumstance. |
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| | | The conversion of a limited partnership to a general | | partnership is unambiguously permitted under RUPA, with clear | | procedures for conversion. Regardless of the provisions of the | | limited partnership agreement, a conversion to a general | | partnership must be approved by all partners. Current Maine law | | does not address conversion of a limited partnership to a general | | partnership in the general partnership statute, and it is unclear | | if it is permitted under the Maine Revised Uniform Limited | | Partnership Act, due to lack of provisions regarding conversion | | in general partnership statute. |
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| | | RUPA provides explicit guidance for merger of a general | | partnership with another general partnership or a limited | | partnership. RUPA also provides explicit guidance with regard to | | effects of merger. Current Maine law does not address this | | issue. |
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| | | Under RUPA, with respect to duties owed to the partnership or | | other partners only, a partner will not be held liable for that | | partner's good faith reliance on the terms of the partnership | | agreement, if any. Current law contains no explicit provisions. |
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| | | The following are deviations from the Revised Uniform | | Partnership Act of 1997 contained in this bill. |
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| | | 1. The definition of limited liability partnership references | | the Maine Limited Liability Partnership Act, not Article 10 of | | RUPA. |
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| | | 2. With regard to a partner's liability, new provisions are | | added: to clarify that a partner in a limited liability | | partnership is liable for the partner's own acts, or for acts of | | any person under that partner's direct supervision and control; | | to include particular Maine liability provisions applicable to | | professional limited liability partnerships; and to clarify that | | a partner in a limited liability partnership is not a proper | | party to a suit against the partnership as an entity. |
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| | | 3. The information to be filed with the Secretary of State by | | a surviving party to a merger of partnerships is slightly | | revised. |
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| | | 4. The provisions concerning the statement of merger are | | amended: to mandate that any survivor of a merger with a Maine |
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