Maine Partnership Agreement

The Maine partnership agreement is implemented by partnerships to stabilize procedures for admitting and releasing partners as well as the responsibilities assigned to each. Furthermore, the goals and operations of the partnership are clearly established by containing the guidelines the for-profit business entity follows.

Last updated December 26th, 2024

The Maine partnership agreement is implemented by partnerships to stabilize procedures for admitting and releasing partners as well as the responsibilities assigned to each. Furthermore, the goals and operations of the partnership are clearly established by containing the guidelines the for-profit business entity follows.

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Maine Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) There is no filing requirement; however, all partnership names must be compliant: Maine Business Entity Search
Limited Partnership (LP) Limited Partnership Application for Reservation of Name ($20.00)
Certificate of Limited Partnership ($175.00)
Limited Liability Partnership (LLP) Limited Liability Partnership Application for Reservation of Name ($20.00)
Certificate of Limited Liability Partnership ($175.00)
Limited Liability Limited Partnership (LLLP) Limited Partnership Application for Reservation of Name ($20.00)
Certificate of Limited Partnership ($175.00)

Fiduciary Duty

Duty of Loyalty:

  • Partners, whether acting as formal trustees or not, must account for all profits “derived” during the conduct of “partnership business.” [1]
  • All partners represent partnership interests during its business activities and winding up; therefore, it can not work “on behalf of a party” with goals contrary to the partnership’s.[2]
  • Partners do not violate their duties by “competing with the partnership” while it is an active entity and conducting business. [3]

Duty of Care:

  • Partners refrain from “engaging” in conduct that is either negligent or irresponsible while lawfully discharging their duties.[4]
  • Partners exercise their partnership rights consistently in order to meet their obligation to act in “good faith” with “fair dealing.” [5]
  • A partner must prioritize the partnership’s interests and the partnership agreement because they may not “violate a duty” named in either. [6]
  • Partners use the partnership to “lend money” or “transact other business,” but any such obligation belongs to that partner regardless of their partnership status.[7]
  • Legal representatives (as well as personal representatives) are entitled to the same information and rights “as if the person were a partner.” [8]

Liability

General partners, by default, hold responsibility for the partnership’s actions and thus are considered “liable” both “jointly” as well as “severally” of limited partnerships and general partnerships. [9]
Partners newly admitted to a partnership are not responsible or liable for any ‘pre-existing obligation” of that partnership, regardless of whether they are admitted as a general partner. [10]
Limited partnerships that operate (and have registered) as limited liability limited partnerships absorb the entity’s liabilities, thus protecting general partners from being held “directly or indirectly” liable for the LLLP’s obligations with few exceptions. [11]
A Partner in a professional limited liability limited partnership can be held responsible whenever there are “claims arising from the rendering of a professional service” by one of the other partners of that professional LLLPs. [12]

State Definitions (6)

General partner means a person that is either a partner in a general partnership or, “with respect to a limited partnership,” a limited partner. [13]

Limited partner means a partner named as such in the partnership agreement, resulting from a merger, or upon the “consent of all partners” accordingly. [14][15]

A Limited partnership means a domestic partnership “having one or more general partners” as well as at least one limited partner and has registered as such.[16]

Limited liability limited partnership means a partnership that has registered as a limited partnership with a certificate of limited partnership specifically stating “the limited partnership is a limited liability limited partnership.” [17]

Foreign limited liability limited partnership means an out-of-state or foreign limited partnership that specifically provides its general partners “limited liability for the obligations of the foreign limited partnership.” [18]

Foreign limited partnership means an out-of-state partnership, specifically from a jurisdiction beyond Maine state lines, and required by that jurisdiction to consist of “one or more general partners and one or more limited partners.”[19]