Maine § 1346. - Person erroneously believing self to be limited partner
Full text of Maine Maine Revised Statutes § 1346. — Person erroneously believing self to be limited partner, with citation guidance and answers to common questions.
§ 1346.. Person erroneously believing self to be limited partner
1. Not liable for enterprise's obligations. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
A. Causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing; or [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section. [PL 2005, c. 543, Pt. C, §2 (NEW).]
2. Liable to 3rd party. A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner.
3. Right to withdraw without breach. If a person makes a diligent effort in good faith to comply with subsection 1, paragraph A and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection 1, paragraph B even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
Source: official Maine text · Last verified 2026-08-27
Frequently Asked Questions About Maine § 1346.
What does Maine Revised Statutes § 1346. cover?
Section 1346. ("Person erroneously believing self to be 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 § 1346.?
A common citation format is "Maine Revised Statutes § 1346." (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 § 1346. 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.