{"data":{"id":"us-me/31-m.r.s.-1442","jurisdiction":"us-me","citation":"31 M.R.S. §1442","heading":"Power of general partners and persons dissociated as general partners to bind organization after conversion or merger","body":"1.  Act of general partner before conversion or merger.  An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:\nA.  Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352; and\nB.  At the time the 3rd party enters into the transaction, the 3rd party:\n(1)  Does not have notice of the conversion or merger; and\n(2)  Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n2.  Act of dissociated general partner before conversion or merger.  An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:\nA.  Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 if the person had been a general partner; and\nB.  At the time the 3rd party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the 3rd party:\n(1)  Does not have notice of the dissociation;\n(2)  Does not have notice of the conversion or merger; and\n(3)  Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n3.  Liable for damage.  If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable:\nA.  To the converted or surviving organization for any damage caused to the organization arising from the obligation; and\nB.  If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.","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/title31sec1442.html","current_through":"October 1, 2025","vintage":"","retrieved_at":"2026-09-04T15:12:37Z","sha256":"b715499a814459279a5c9b3b6def1174ad9abfdc7f68b98c75fb9879c7be3af4","source_id":"us-me","stale":false,"prev":"us-me/31-m.r.s.-1441","next":"us-me/31-m.r.s.-1443"},"notice":"GroundRules: Original legal text. Not legal advice."}