{"data":{"id":"us-me/31-m.r.s.-1440","jurisdiction":"us-me","citation":"31 M.R.S. §1440","heading":"Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status","body":"1.  Consent for personal liability; exceptions.  If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:\nA.  The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and\nB.  The partner has consented to the provision of the partnership agreement.\n2.  Consent required for amendment to certificate; exception.  An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:\nA.  The limited partnership's partnership agreement provides for the amendment with the consent of fewer than all the general partners; and\nB.  Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.\n3.  Insufficient consent.  A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.","path":["TITLE 31: PARTNERSHIPS AND ASSOCIATIONS","CHAPTER 19: UNIFORM LIMITED PARTNERSHIP ACT","SUBCHAPTER 11: CONVERSION AND MERGER"],"source_url":"https://legislature.maine.gov/statutes/31/title31sec1440.html","current_through":"October 1, 2025","vintage":"","retrieved_at":"2026-09-04T15:12:37Z","sha256":"d5325d8493b8809eba82df7f9481278f333e2d7b2da63d24c081f4b903653ff3","source_id":"us-me","stale":false,"prev":"us-me/31-m.r.s.-1439","next":"us-me/31-m.r.s.-1441"},"notice":"GroundRules: Original legal text. Not legal advice."}