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§1437
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT
Subchapter 11: CONVERSION AND MERGER
§1439

§1438. Filings required for merger; effective date

1.  Articles of merger; signed.  After each constituent organization has approved a merger, articles of merger must be signed on behalf of:  
A. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Each other preexisting constituent organization, by an authorized representative.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Articles of merger; contents.  The articles of merger must include:  
A. The name and form of each constituent organization and the jurisdiction of its governing statute;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The date the merger is effective under the governing statute of the surviving organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. If the surviving organization is to be created by the merger:  
(1) If the surviving organization will be a limited partnership, the limited partnership's certificate of limited partnership; or  
(2) If the surviving organization will be an organization other than a limited partnership, the organizational document that creates the organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;   [PL 2005, c. 543, Pt. C, §2 (NEW).]
G. If the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office that may be used for service of process under section 1439, subsection 2; and   [PL 2007, c. 323, Pt. F, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
H. Any additional information required by the governing statute of any constituent organization.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2007, c. 323, Pt. F, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
3.  Deliver to Secretary of State.  Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State.  
[PL 2005, c. 543, Pt. C, §2 (NEW).]
4.  Merger effective.  A merger becomes effective under this subchapter:  
A. If the surviving organization is a limited partnership, upon the later of:  
(1) Compliance with subsection 3; and  
(2) Subject to section 1326, subsection 3, as specified in the articles of merger; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §35 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public.
If you need legal advice, please consult a qualified attorney.
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