Maine § 1371. - Dissociation as limited partner
Full text of Maine Maine Revised Statutes § 1371. — Dissociation as limited partner, with citation guidance and answers to common questions.
§ 1371.. Dissociation as limited partner
1. Prohibited before termination. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.
2. Dissociation upon occurrence of event. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
A. The limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. An event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. The person's expulsion as a limited partner pursuant to the partnership agreement; [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. The person's expulsion as a limited partner by the unanimous consent of the other partners if:
(2) There has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed;
(3) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
(4) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. On application by the limited partnership, the person's expulsion as a limited partner by judicial determination because:
(2) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under section 1345, subsection 2; or
(3) The person engaged in conduct relating to the limited partnership's activities that makes it not reasonably practicable to carry on the activities with the person as limited partner; [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. In the case of a person who is an individual, the person's death; [PL 2005, c. 543, Pt. C, §2 (NEW).]
G. In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; [PL 2005, c. 543, Pt. C, §2 (NEW).]
H. In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; [PL 2005, c. 543, Pt. C, §2 (NEW).]
I. Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust or estate; or [PL 2005, c. 543, Pt. C, §2 (NEW).]
J. The limited partnership's participation in a conversion or merger under subchapter 11, if the limited partnership:
(2) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner. [PL 2005, c. 543, Pt. C, §2 (NEW).]
Frequently Asked Questions About Maine § 1371.
What does Maine Revised Statutes § 1371. cover?
Section 1371. ("Dissociation as limited partner") is part of the Maine Revised Statutes, the codified statutory law of Maine. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Maine § 1371.?
A common citation format is "Maine Revised Statutes § 1371." (Maine). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Maine law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Maine official source linked on this page or consult a licensed Maine attorney.
How does Maine § 1371. apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Maine can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Maine.