Maine § 31 §1346 Person erroneously believing self to be limited partner

Maine Statutes

§ 31 §1346 — Person erroneously believing self to be limited partner

Maine § 31 §1346

Title 31PARTNERSHIPS AND ASSOCIATIONS

Ch. 19UNIFORM LIMITED PARTNERSHIP ACT

This text of Maine § 31 §1346 (Person erroneously believing self to be limited partner) is published on Counsel Stack Legal Research, covering Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Me. Rev. Stat. tit. 31, § 31 §1346 (2026).

Text

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:

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 state

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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:
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.