Public Laws

124th Legislature

Second Regular Session


Parts: A B

Chapter 629

H.P. 1118 - L.D. 1580

PART B

Sec. B-1. 9-B MRSA §311,  as amended by PL 2005, c. 543, Pt. D, §1 and affected by §18, is further amended to read:

§ 311.  Applicability of chapter

The provisions of this chapter govern the organization and management of financial institutions operating as corporations, limited liability companies, limited partnerships and limited liability partnerships. Unless otherwise indicated in this Title, the provisions of Title 13-C apply to financial institutions operating as corporations; Title 31, chapter 19 applies to financial institutions operating as limited partnerships; Title 31, chapter 13 21 applies to financial institutions operating as limited liability companies; and Title 31, chapter 15 applies to financial institutions operating as limited liability partnerships.

Sec. B-2. 9-B MRSA §316-A, first ¶,  as amended by PL 2005, c. 543, Pt. D, §2 and affected by §18, is further amended to read:

Except as provided in this section, the management and operations of a financial institution organized under this chapter are governed by Title 13-C; Title 31, chapter 19; Title 31, chapter 13 21; or Title 31, chapter 15, as appropriate, depending upon the organizational form of the financial institution operating under this chapter. The institution's organizational documents must address the powers and duties of the governing body.

Sec. B-3. 9-B MRSA §317-A, first ¶,  as amended by PL 2005, c. 543, Pt. D, §3 and affected by §18, is further amended to read:

Except as provided in this section, the powers and duties of officers of a financial institution organized under this chapter are governed by Title 13-C; Title 31, chapter 19; Title 31, chapter 13 21; or Title 31, chapter 15, as appropriate, depending upon the organizational form of the financial institution operating under this chapter. The institution's organizational documents must address the powers and duties of officers.

Sec. B-4. 9-B MRSA §352, sub-§5,  as amended by PL 2005, c. 543, Pt. D, §4 and affected by §18, is further amended to read:

5. Rights of dissenting investors.   The rights of investors dissenting to the merger or consolidation are those specified in Title 13-C or Title 31, chapter 13, 15 or , 19 or 21, depending upon the organizational form of the institution. To the extent that dissenters' rights are not addressed in Title 31 or these rights are less beneficial to the dissenting investors than those rights listed in the institution's organizational documents, the organizational documents govern.

Sec. B-5. 9-B MRSA §1222, sub-§1,  as amended by PL 2005, c. 543, Pt. D, §5 and affected by §18, is further amended to read:

1. Organization.   A merchant bank must be organized pursuant to chapter 31 and must be managed and governed pursuant to this Title and the applicable provisions of Title 13-C and Title 31, chapters 13, 15 and , 19 and 21, depending upon the organizational form selected.

Sec. B-6. 10 MRSA §1521, sub-§2-B,  as amended by PL 2003, c. 344, Pt. A, §4, is further amended to read:

2-B. Limited liability company name.   "Limited liability company name" includes a limited liability company name, reserved name, assumed name or registered name as those terms are used in Title 31, sections 603-A 1508 to 606-A 1511.

Sec. B-7. 31 MRSA §7,  as amended by PL 2007, c. 535, Pt. A, §3 and affected by §7, is further amended to read:

§ 7.  Inapplicable to corporations, limited partnerships or limited liability companies

Sections 1 and 2 do not apply to corporations, limited partnerships or limited liability companies. A corporation desiring to do business under an assumed name shall file a statement as provided in Title 13-C, section 404. A limited partnership desiring to do business under an assumed name shall file a statement as provided in section 1308, subsection 2. A limited liability company desiring to do business under an assumed name shall file a statement as provided in section 605-A 1510.

Sec. B-8. 31 MRSA §876,  as amended by PL 2005, c. 543, Pt. D, §17 and affected by §18, is further amended to read:

§ 876.  Application to existing foreign limited liability partnerships; definition

All foreign limited liability partnerships qualified as foreign corporations or limited partnerships or limited liability companies before September 1, 1996 are governed by this Act on and after September 1, 1996. By December 1, 1996 a partner of each foreign limited liability partnership shall file with the Secretary of State an application for authority to do business in this State under this Act and shall cancel the partnership's authority to do business in this State under chapter 19, former chapter 13 or former Title 13-A. If the foreign limited liability partnership fails to file the new application for authority to do business in this State by December 1, 1996, it must be treated as a general partnership without the status of a limited liability partnership with respect to any business conducted in this State between December 1, 1996 and the date on which it files that application.

Sec. B-9. 36 MRSA §5180, sub-§1,  as enacted by PL 1999, c. 414, §41, is amended to read:

1. Classified as partnership.   For purposes of taxation pursuant to this Part, a limited liability company formed under Title 31, former chapter 13 or chapter 21 or qualified to do business in this State as a foreign limited liability company is classified as a partnership, unless classified otherwise for federal income tax purposes, in which case the limited liability company is classified in the same manner as it is classified for federal income tax purposes.

Sec. B-10. 36 MRSA §5180, sub-§2,  as enacted by PL 1999, c. 414, §41, is repealed.

Office of the Revisor of Statutes
State House, Room 108
Augusta, ME 04333