H.P. 1498 - L.D. 2097
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 10 MRSA §1522, sub-§1, ¶¶H and I, as enacted by PL 1993, c. 616, §2, are amended to read:
H. Consists of or comprises language that is obscene, contemptuous, profane or prejudicial; or
I. Inappropriately promotes abusive or unlawful activity.; or
Sec. 2. 10 MRSA §1522, sub-§1, ¶J is enacted to read:
J. Notwithstanding paragraph G, is identical to a corporate, limited liability company, limited liability partnership or limited partnership name, unless the corporation, limited liability company, limited liability partnership or limited partnership is the same entity as the applicant that is seeking to register the mark and files proof of ownership with the Secretary of State.
Sec. 3. 13-A MRSA §301, sub-§1, ¶C, as repealed and replaced by PL 1993, c. 316, §13, is amended to read:
C. May not be the same as, or deceptively similar to, any mark registered under Title 10, chapter 301-A, unless:
(1) The owner or holder of the mark executes and files with the Secretary of State, as provided in Title 10, section 1525, subsection 2, proof of authorization of the use of a similar name by the corporation seeking to use the similar name; or
(2) A foreign corporation seeking to file under a similar or identical name executes and files with the Secretary of State, as provided in sections 104 and 106, proof of a resolution of its board of directors that it will not do business under that similar or identical name, but instead will do business under an assumed name, as provided for in section 307; and or
(3) The registered owner or holder of the mark is the same person or entity as the corporation seeking to use the same or similar name and files proof of ownership with the Secretary of State;
Sec. 4. 13-B MRSA §301, sub-§1, ¶C, as repealed and replaced by PL 1993, c. 316, §32, is amended to read:
C. May not be the same as, or deceptively similar to, any mark registered under Title 10, chapter 301-A, unless:
(1) The owner or holder of the mark executes and files with the Secretary of State, as provided in Title 10, section 1525, subsection 2, proof of authorization of the use of a similar name by the corporation seeking to use the similar name; or
(2) A foreign corporation seeking to file under a similar or identical name executes and files with the Secretary of State, as provided in sections 104 and 106, proof of a resolution of its board of directors that it will not carry on activities under that similar or identical name, but instead will carry on activities under an assumed name, as provided for in section 308; or
(3) The registered owner or holder of the mark is the same person or entity as the corporation seeking to use the same or similar name and files proof of ownership with the Secretary of State;
Sec. 5. 31 MRSA §403, sub-§2, ¶B, as corrected by RR 1995, c. 2, §74, is amended to read:
B. If a foreign limited partnership seeking to file under the same or deceptively similar name executes and files with the Secretary of State proof that it will not do business in this State under that same or deceptively similar name but instead will do business under an assumed name as provided in section 405; or
Sec. 6. 31 MRSA §403, sub-§2, ¶C, as enacted by PL 1991, c. 552, §2 and affected by §4, is amended to read:
C. If the limited partnership was organized under the laws of this State prior to January 1, 1992 or the foreign limited partnership was authorized to do business in this State prior to January 1, 1992 and had the right to use the name as its legal name prior to January 1, 1992.; or
Sec. 7. 31 MRSA §403, sub-§2,¶D is enacted to read:
D. If the registered owner or holder of the mark is the same person or entity as the limited partnership seeking to use the same or similar name and files proof of ownership with the Secretary of State.
Sec. 8. 31 MRSA §603, sub-§2, ¶¶B and C, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
B. If a foreign limited liability company seeking to file under the same or deceptively similar name executes and files with the Secretary of State proof that it will not do business in this State under that same or deceptively similar name but instead will do business under an assumed name, as provided for in section 605; or
C. If the foreign limited liability company was authorized to do business in this State before January 1, 1995 and had the right to use the name as its legal name before that date.; or
Sec. 9. 31 MRSA §603, sub-§2, ¶D is enacted to read:
D. If the registered owner or holder of the mark is the same person or entity as the limited liability company seeking to use the same or similar name and files proof of ownership with the Secretary of State.
Sec. 10. 31 MRSA §621, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
One or more persons may form a limited liability company by signing and filing articles of organization with the Secretary of State. The person or persons need not be members of the limited liability company at the time of formation or after formation has occurred. The minimum number of members for a limited liability company created under this Act is one.
Sec. 11. 31 MRSA §626, as amended by PL 1997, c. 376, §50, is repealed.
Sec. 12. 31 MRSA §641, sub-§§1 and 2, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
1. Actions of members. Except as provided in subsection 2 or in a limited liability company statement of authority as described in section 626, each member is an agent of a limited liability company for the purpose of its business or affairs, and the act of a member, including, but not limited to, the execution in the name of a limited liability company of an instrument, for carrying on the business or affairs of that limited liability company of which that person is a member, binds a limited liability company, unless the acting member has no authority to act for the limited liability company in a particular matter, and the person with whom that member is dealing has knowledge of the fact that the member has no such authority.
2. Management vested in one or more managers. Subject to a limited liability company statement of authority as described in section 626, if If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. A member, acting solely in the capacity as a member, is not an agent of a limited liability company; and
B. Each manager is an agent of a limited liability company for the purpose of its business or affairs, and the act of a manager, including, but not limited to, the execution in the name of that limited liability company of an instrument, for carrying on in the usual way the business or affairs of that limited liability company of which that person is the manager, binds that limited liability company, unless the acting manager has no authority to act for the limited liability company in a particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
Sec. 13. 31 MRSA §642, sub-§§1 and 2, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
1. Admission or representation by member. Except as provided in subsection 2 or in a limited liability company statement of authority as described in section 626, an admission or representation made by a member concerning the business or affairs of a limited liability company within the scope of a member's authority as provided for by this chapter is evidence against that limited liability company.
2. Admission or representation by manager. Subject to a limited liability company statement of authority as described in section 626, if If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. An admission or representation made by a manager concerning the business or affairs of a limited liability company within the scope of the manager's authority as provided for by this chapter is evidence against that limited liability company; and
B. An admission or representation of a member, acting solely in that member's capacity as a member, does not constitute evidence against a limited liability company.
Sec. 14. 31 MRSA §643, sub-§§1 and 2, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
1. Notice to and knowledge of members. Except as provided in subsection 2 or in a limited liability company statement of authority as described in section 626, notice to a member of a matter relating to the business or affairs of a limited liability company, and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.
2. Notice to and knowledge of managers. Subject to a limited liability company statement of authority as described in section 626, if If the articles
of organization provide that management of a limited liability company is vested in a manager or managers:
A. Notice to a manager of a matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or of which the person had knowledge at the time of becoming a manager and the knowledge of any other manager who reasonably could and should have communicated it to the acting manager, operate as notice to or knowledge of the limited liability company except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and
B. Notice to or knowledge of a member of a limited liability company, while that member is acting solely in that member's capacity as a member, is not notice to or knowledge of a limited liability company.
Sec. 15. 31 MRSA §652, sub-§2, ¶¶A and B, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
A. If a manager, more than one half by number of the disinterested managers or more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest; or
B. If a member, more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest.
Sec. 16. 31 MRSA §652, sub-§3, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
3. No waiver or modification of standard. The Except as provided in subsection 2, the provisions of this section may not be modified or waived in an operating agreement, the articles of organization or otherwise.
Sec. 17. 31 MRSA §701, sub-§2, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
2. Consent. Written consent of all members; or
Sec. 18. 31 MRSA §701, sub-§3, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. 19. 31 MRSA §751, sub-§10, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. 20. 31 MRSA §803, sub-§2, ¶¶B and C, as enacted by PL 1995, c. 633, Pt. B, §1, are amended to read:
B. If a foreign limited liability partnership seeking to file under the same or deceptively similar name executes and files with the Secretary of State proof that it will not do business in this State under that same or deceptively similar name but instead will do business under an assumed name, as provided in section 805; or
C. If the foreign limited liability partnership was authorized to do business in this State before January 1, 1996 and had the right to use the name as its legal name before that date.; or
Sec. 21. 31 MRSA §803, sub-§2, ¶D is enacted to read:
D. If the registered owner or holder of the mark is the same person or entity as the limited liability partnership seeking to use the same or similar name and files proof of ownership with the Secretary of State.
Sec. 22. 31 MRSA §871, sub-§8, as enacted by PL 1995, c. 633, Pt. B, §1, is amended to read:
8. Certificate of limited liability partnership, amendment or renunciation. For filing a certificate of limited liability partnership under section 822, a certificate of amendment under section 823, except as provided in subsection 6, or a certificate of renunciation under section 825, a fee of $250. For filing a certificate of amendment under section 823 to change the name or address of the contact partner, the fee is $20;
Sec. 23. 31 MRSA §871, sub-§10, as amended by PL 1997, c. 376, §71, is further amended to read:
10. Foreign limited liability partnerships. For filing an application for authority to do business as a foreign limited liability partnership under section 852, a certificate of amendment under section 855, except as provided in subsection 12, or a certificate of cancellation under section 857, a fee of $250. For filing a certificate of amendment under section 855 to change the address of the registered or principal office or to change the name or address of the contact partner, the fee is $30;
Effective June 30, 1998, unless otherwise indicated.
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