An Act To Make Necessary Technical Changes Relating to the Maine Business Corporation Act and the Maine Professional Service Corporation Act
Maine Legislature, Session 121, LD 1517
Committee: Judiciary
Amends: 7 MRSA §1015, 9-B MRSA §314-A, 9-B MRSA §323, 9-B MRSA §327, 13 MRSA §337, 13 MRSA §741, 13 MRSA §1978, 13 MRSA §1979, 13-B MRSA §202, 13-B MRSA §301, 13-C MRSA §603, 24-A MRSA §3486, 31 MRSA §282, 31 MRSA §418, 31 MRSA §611, 31 MRSA §746, 32 MRSA §1081, 32 MRSA §12252, 35-A MRSA §4502, 39-A MRSA §102, 39-A MRSA §324

Legislative Document 
No.1S17 
H.P.I109 
House of Representatives, April 2, 2003 
An Act To Make Necessary Technical Changes Relating to the 
Maine Business Corporation Act and the Maine Professional Service 
Corporation Act 
(EMERGENCY) 
Reported by Representative NORBERT of Portland for the Joint Standing Committee on 
Judiciary pursuant to Public Law 2001, chapter 640, Part B, section 6. 
Reference to the Committee on Judiciary suggested and ordered printed under Joint Rule 
218. 
Printed on recycled paper 
'77/~/J7.~~ 
MILLICENT M. MacFARLAND 
Clerk 
Emergency preamble. Whereas, Acts of the Legislature do not 
become effective until 90 days after adjournment unless enacted 
as emergencies; and 
Whereas, this Act corrects references to statutes that are 
repealed effective July 1, 2003; and 
Whereas, the corrected references must take effect on July 
1, 2003; and 
Whereas, in the judgment of the Legislature, these facts 
create an emergency within the meaning of the Constitution of 
Maine 
and 
require 
the 
following 
legislation 
as 
immediately 
necessary for the preservation of the public peace, health and 
safety; now, therefore, 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 7 MRSA §1015, first" as amended by PL 1971, c. 622, 
§21, is further amended to read: 
The 
applicant 
shall 
file 
an 
application 
on 
forms 
as 
prescribed and furnished by the commissioner-L which feFHI&--6Rall 
must contain the full name of the person applying for sli.eh the 
licenseT and-L if the applicant ~e is a corporation, partnership, 
association, 
exchangeT 
or 
legal 
representative 
eF-L 
officer, 
director, 
partner 
or 
member 
theFeef 
of 
a 
corporation, 
partnership, 
association 
or 
exchange, 
all 
such 
names 
and 
positions aFe-~~~-stateQ-~~~-app~ieatien. If the applicant 
is a foreign corporation, it shall certify that it is Fe~isteFeQ 
with--t~-~-et.-a£j'--ef authorized to transact business 
~n the 
State under former Title 13-A, chapter 12 or Title 13-C, chapter 
15, 
and further state the principal business address of the 
applicant in the State ef-Maine or elsewhere, the address of all 
places of business in the State ef-Mai.ne, and the name or names 
of the person or persons authorized to receive and accept service 
of lawful process upon the applicant within the State ef-Maine. 
All questions required to be answered in the application for 
licenses sl:tall 
I!ll.!.§..t. be sworn to, and intentionally untruthful 
answers shall constitute the crime of perjury. 
Sec. 2. 9-B MRSA §314-A, sub-§I, 'A, as enacted by PL 1997, c. 
398, Pt. C, §12, is repealed and the following enacted in its 
place: 
A. The articles of incorporation must contain the following 
statement: 
"The purpose of this corporation is to conduct the business 
of a financial institution as limited by the Maine Revised 
Page l-LR0093(1) 
Statutes. Title 9-B or any rules. orders or certificates 
under Title 9-B." 
Articles of 
incorporation or 
amendments 
to articles of 
incorporation must have the prior written approval of the 
sqperintendent. 
Sec. 3. 9-B MRSA §323, sub-§3, as enacted by PL 1975, c. 500, 
§l, is amended to read: 
3. 
Submission to Secretary of State. Following the meeting 
required under 
subsection 2, 
the directors so elected shall 
submit 
an 
attested 
copy 
of 
the 
institution's 
articles 
of 
incorporation to the Secretary of State, 
who shall determine 
whether such articles satisfy the filing requirements of Title 
l6-A 
13-C. 
If 
such 
filing 
requirements 
are 
met 
and 
the 
superintendent has approved said articles, the Secretary of State 
shall file the articles of incorporation pursuant to Title la-AT 
eRa¥~e~--4 13-C, 
chapter I. 
subchapter 2. 
The filing of the 
articles of incorporation by the Secretary of State shall does 
not 
authorize 
the 
transaction of business 
by 
the 
financial 
institution until all conditions of this section are satisfied. 
Sec. 4. 9-B MRSA §327, first" as enacted by PL 1975, c. 500, 
§l, is amended to read: 
Except as provided in this section, the powers and duties of 
officers and directors of a financial institution organized under 
this chapter shall must be pursuant to Title la-A 13-C. 
Sec. 5. 9-B MRSA §327, sub-§3, ,C, as amended by PL 1979, c. 
663, §38, is further amended to read: 
c. 
The clerk or secretary shall exercise the following 
powers. 
(1) 
The clerk or secretary shall record or cause to be 
recorded the proceedings and actions of all meetings of 
the corporators, 
members 
or directors, 
and give or 
cause to be given all notices required by law or action 
of the directors for which no other provision is made. 
If no person is elected to this office, the treasurer, 
or in his the treasurer's absence another officer of 
the institution designated by the directors, shall must 
be ex officio clerk of the institution and of the 
directors. 
(2) 
Within 30 days after the 
board for election of officers, 
to 
be 
published 
in 
a 
local 
annual meeting of the 
the clerk shall cause 
newspaper 
of 
general 
circulation 
in 
the 
county 
where 
the 
institution's 
principal 
office 
is 
located, 
or 
in 
such 
other 
newspapers as the superintendent may designate, a list 
of 
the 
officers 
and 
directors 
thereof 
of 
the 
institution. 
He The clerk shall return a copy of sHeh 
the 
list 
of 
officers 
and 
directors 
to 
the 
superintendent within saia that 30 daysL which shall 
must be kept on file in the superintendent's office for 
public inspection. 
(3) 
The 
clerk or secretary, 
in the 
absence of 
a 
provision in the bylaws to the contrary, shall perform 
the functions of clerk in accordance with Title 
!~-AT 
seetieR-~94 13-C. 
Sec. 6. 10 MRSA §IS21, sub-§2, as amended by PL 1993, c. 316, 
§2, is further amended to read: 
2. 
Corporate name. "Corporate name" includes any corporate 
name, 
reserved name, 
registered name or assumed or fictitious 
name as those terms are used in Title ;b6-A 13-C, sections 
~Gl 
401, 696 402, 696 ~ 
and 691 404 respectively and includes any 
corporate name, reserved name, registered name or assumed name as 
those terms are used in Title 13-B, sections 301, 302, 303 and 
respectively. 
Sec. 7. 13 MRSA §337, as amended by PL 1971, c. 565, §1, is 
further amended to read: 
§337. 
Books produced for trial; refusal 
When 
a 
suit or prosecution is pending for 
a 
violation, 
either of sections 334 to 336 or to enforce the liabilities 
created by Title 16-A 13-C, section 964--&r---se-Gt-i<m--169 833, the 
clerk or person having custody of the books of the corporation 
shall, upon reasonable written notice, produce them on trial; and 
for neglect or refusal to do so, he the person is liable to the 
same fine or imprisonment as the party on trial would be. 
Sec.8. 13 MRSA §741, sub-§I, 1JA-l is enacted to read: 
A-I. 
Nonlicensed individuals authorized to organize with 
licensed individuals pursuant to section 732, subsection 3; 
Sec. 9. 13 MRSA §1978, sub-§§2 and 4, as enacted by PL 1983, c. 
136, are amended to read: 
2. 
Payaent. 
Each 
member 
of 
an 
employee 
cooperative 
corporation sha!! ~ 
be issued a membership share upon payment 
of a membership fee, the amount of which sha!! must be determined 
from time to time by the directors. Title ;U-Ar--&&O-t-4on--aQar 
l3-C, section 621 does not apply to membership shares. 
4. 
Voting stock liMited. Unless otherwise provided in this 
subchapter or in the articles of incorporation of an employee 
cooperative, no other capital stock other than membership shares 
may have voting power. 
In the event that proposed amendments to 
the 
articles 
of 
incorporation 
would 
adversely 
affect 
any 
nonvoting class of shareholders, such action may not be taken 
without the vote of those shareholders, as provided in Title ±6-A 
13-C, sections gQ§ lQQl and gQa 1QQ1. 
Sec. 10. 13 MRSA §1979, as enacted by PL 1983, c. 136, is 
amended to read: 
§l979. Amendment of ~laws 
The bylaws of an employee cooperative may only be amended by 
members, except as provided in Title ±6-A 13-C, section aQ6 207. 
Sec. 11. 13 MRSA § 1982, sub-§4, as enac ted by PL 1983, c. 136, 
is amended to read: 
4. 
Exceptions. Title ±6-A 13-C, section gQgr 1302 does not 
apply to an internal capital account cooperative. 
Sec. 12. 13-B MRSA §202, sub-§1, "K and L, as 
1977, c. 525, §13, are amended to read: 
K. 
To 
enter into contracts of guaranty 
unless in doing so the corporation would be 
activity prohibited to business corporations 
Title ±6-Ar-see~i9a-4Q± l3-C; 
enac ted by PL 
or suretyship, 
engaging in an 
organized under 
L. 
To lend money, invest its funds from time to timeT and 
take and hold any propertY-L including, but not limited to, 
real property, as security for payment of funds so loaned or 
invested, 
unless 
in doing 
so 
the 
corporation 
would 
be 
engaging in a business prohibited to business corporations 
organized under Title ±6-AT-see~i9a-4Q± ~; 
Sec. 13. 13-B MRSA §301, sub-§1, ,B, as amended by PL 1993, c. 
316, §3l, is further amended to read: 
B. 
May not be the same as, or deceptively similar to, the 
name 
of 
any 
domestic 
business 
or 
nonprofit 
corporation 
existing under 
the 
laws 
of 
this 
State or 
any 
foreign 
corporation 
authorized 
to 
transact 
business 
or 
foreign 
nonprofit corporation authorized to carryon activities in 
this State, or a name the exclusive right to which is, at 
the time, reserved in the manner provided in this Act, or in 
Title l~-A 13-C, section ~Q6 ~, or the name of a business 
or 
nonprofit 
corporation 
waiea ~ 
has 
in 
effect 
a 
registration of its corporate 
name, 
or 
the 
assumed 
or 
fictitious name of a business corporation as provided for in 
Title l~-A 13-C, section ~Q7 404, or the assumed name of a 
nonprofit corporation as provided in section 308, unless: 
(1) 
The other corporation executes and files with the 
Secretary of State, as provided in sections 104 and 
106, eF-iR-~~~~€-~~-~-~-~-aaG-1Q9T proof of a 
resolution of its board of directors authorizing 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 carryon activities under that similar 
or identical name, but instead will carryon activities 
under an assumed name, as provided for in section 308; 
Sec. 14. 13-C MRSA §603, sub-§2, as enacted by PL 2001. c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Limitations on reacquisition, redemption or conversion. 
The reacquisition, redemption or conversion of outstanding shares 
is subject to the limitations of subsection 3 and to section 9T4Q 
651. 
Sec. 15. 24-A MRSA §3486, sub-§6, as enacted by PL 1977, c. 
377, is amended to read: 
6. 
A dissenting shareholder shall file, within 
days 
after the delivery to aim that shareholder of either a copy of 
the plan or a summary 
~aeFee{ of the plan pursuant to subsection 
4, a written notice of ais the shareholder's election to dissent 
from the plan and a demand for payment of the fair value of Ris 
the shareholder's shares. 
Saea The notice and demand saall must 
be 
filed with 
the 
company 
waiea that 
adopted 
the 
plan 
by 
personally delivering it, or by mailing it via certified or 
registered mail, to saea the company 
a~--.i-t~--£~£-t-e-£-e4--effiee 
w i ~a i B. - ~R is - S~ a~e- ~- -t-e--i..t.-s- -p,r-i-no-i-paJ.- -p-1aGe- --Q4;.. -bu&.i,.ne.s..s. -G-F- - 1o-e - ~a e 
aaaFess-~¥~~~-1o-he-Se€-£e-ta-£y-~--S1o-at,&-paEsaaR~-..t.~-~~~-le-AT 
see~iea-9Q9T-saasee~iea-4T-paFa~Fapa-8 as provided in Title l3-C, 
section 103, subsection 4. 
Sec. 16. 24-A MRSA §3486, sub-§10, as enacted by PL 1977, c. 
377, is repealed. 
Sec. 17. 24-A MRSA §3486, sub-§IO-A is. enacted to read: 
A. 
If, within the additional 20 day period prescribed by 
subsection 9, one or more dissenting shareholders and the company 
have failed to agree as to the fair value of the shares, then the 
following applies. 
A. 
The company adopting the plan under subsection 2 may, or 
shalL if it receives a demand as provided in subparagraph 
(1), bring an action in the Superior Court in the county in 
this State where the registered office of the company is 
located asking the court to determine the fair value of the 
shares. 
If the parent corporation that adopted the plan is 
nei ther a domestic corporation nor an authorized insurer, 
the action may be brought in the county where the registered 
office of the domestic stock in§urance company is located. 
The company that adopted the plan pursuant to subsection 2: 
(1) 
Must bring an action within 30 days after receipt 
of a demand for suit from any dissenting shareholder, 
if the demand is made within 60 days after the date on 
which 
the 
company 
adopted 
the 
plan 
pursuant 
to 
subsection 2; or 
(2) 
In the absence of a demand for suit, may bring the 
action 
at 
any 
time 
from 
the 
expiration 
of 
the 
additional 20-day period prescribed by subsection 9 
until the expiration of 60 days after the date on which 
the company adopted the plan pursuant to subsection 2. 
B. 
If the company does not institute an action within the 
period specified in paragraph A, 
a dissenting shareholder 
may thereafter bring such an action in the name of the 
company. 
C. 
No action may be brought, either by the company or by a 
dissenting shareholder, more than 6 months after the date on 
which the plan or a summary of the plan was delivered as 
provided in subsection 4. 
D. 
In any such action, whether initiated by the company or 
by a dissenting shareholder, all dissenting shareholders, 
wherever residing, except those who have agreed with the 
company upon the price to be paid for their shares, must be 
made parties to the proceeding as an action against their 
shares quasi in rem. 
A copy of the complaint must be served 
on each dissenting shareholder who is a resident of this 
State as in other civil actions. 
and must be served by 
registered or certified mail, or by personal service outside 
the 
State, 
on 
each 
dissenting 
shareholder 
who 
is 
a 
nonresident. The jurisdiction of the court is plenary and 
exclusive. 
E. 
The 
court 
shall 
determine 
whether 
each 
dissenting 
shareholder, 
as 
to 
whom 
the 
company 
reguests 
a 
determination, 
has 
satisfied 
the 
reguirements 
of 
this 
section and is entitled to receive payment for the shares. 
As to any dissenting shareholder with respect to whom the 
corporation makes 
such a 
reguest, 
the burden is on the 
shareholder to prove that the shareholder is entitled to 
receive payment. The court shall then proceed to fix the 
fair value of the shares. The court may, if it so elects, 
appoint 
one 
or 
more 
persons 
as 
appraisers 
to 
receive 
evidence and recommend a decision on the guestion of fair 
yalue. The appraisers have such power and authority as is 
specified in the court order appointing them or in any 
amendment of the order. 
F. 
All shareholders who are parties to the proceeding are 
entitled to judgment against the company for the amount of 
the fair value of their shares, except for any shareholder 
whom the court determines not to be entitled to receive 
payment. The judgment is payable only upon and concurrently 
with the surrender to the company of the certificate or 
certificates representing the shares. Upon payment of the 
judgment, 
the dissenting shareholder ceases 
to have 
any 
interest in the shares. 
G. 
The judgment must include an allowance for interest at 
such rate as the court may find to be fair and equitable in 
all the circumstances, from the date on which the plan was 
adopted pursuant to subsection 2 to the date of payment. If 
the court finds that the refusal of any shareholder to 
accept 
the 
company's 
offer 
of 
payment 
for 
shares 
was 
arbitrary, vexatious or not in good faith, it may in its 
discretion refuse to allow interest to that person. 
H. 
The costs and expenses of any such proceeding must be 
determined by the court and assessed against the company, 
but all or any part of such costs and expenses may be 
apportioned and assessed as the court considers egui table 
against any or all of the dissenting shareholders who are 
parties to the proceeding if the company made an offer to 
pay for the shares and the court finds that the action of 
the 
shareholders 
in 
failing 
to 
accept 
the 
offer 
was 
arbitrary or 
vexatious 
or 
not 
in good 
faith. 
Expenses 
include reasonable compensation for and reasonable expenses 
of the appraisers, but excludes the fees and expenses of 
counsel for any party and excludes the fees and expenses of 
experts employed by any party, unless the court otherwise 
orders for good cause. If the fair value of the shares as 
determined materially exceeds the amount that the company 
offered to pay for them, or if no offer was made, the court 
in its discretion may award to any shareholder who is a 
party to the proceeding such sum as the court may determine 
to be 
reasonable 
compensation to 
any expert or experts 
employed by the shareholder in the proceeding and may, in 
its discretion, award to any shareholder all or part of the 
attorney's fees and expenses incurred by that shareholder. 
I. 
At all times during the pendency of any such proceeding, 
the court may make any and all orders that may be necessary 
to protect the company or the dissenting shareholders or 
that are otherwise just and equitable. 
Such orders may 
include, without limitation, orders; 
( 1) 
Requi ring the company to pay into court, or post 
security 
for, 
the 
amount 
of 
the 
judgment 
or 
its 
estimated 
amount, 
either 
before 
final 
judgment 
or 
pending appeal; 
~) 
Requiring 
the 
deposit 
with 
the 
court 
of 
certificates representing shares held by the dissenting 
shareholders; 
(3) 
Imposing a lien on the property of the company to 
secure the payment of the judgment, which lien may be 
given priority over liens and encumbrances contracted 
after the vote adopting the plan pursuant to subsection 
2; and 
(4) 
Staying the action pending the determination of 
any similar action pending in another court having 
jurisdiction. 
J. 
In the case of a shareholder who is a minor or otherwise 
legally incapacitated, the notice and demand required by 
subsection 
may 
be 
made 
either 
by 
the 
shareholder, 
notwithstanding legal incapacity, or by the shareholder's 
guardian or by any person acting for the shareholder as next 
friend. 
Such shareholder is bound by the time limitations 
set forth in this section, notwithstanding the shareholder's 
legal incapacity. 
K. 
Appeals lie from judgments in actions brought under this 
subsection as in other civil actions in which equitable 
relief is sought. 
L. 
An action by a shareholder in the right of the company 
is not abated or barred by the fact that the shgreholder has 
filed a 
demand for payment of the fair value of shares 
pursuant to this subsection. 
Sec. 18. 24·A MRSA §3486, sub·§§II, 12 and 14, as enacted by PL 
1977, c. 377, are amended to read: 
11. 
If no action to determine the fair value of the shares 
of 
the dissenting shareholder is 
commenced within the 
time 
spec i f i ed in 
~ i tle --l-6---A-,- -se-e-t-iG-a-- .gQ.g7 - ~ion- - 9 T 
s ubse c t i on 
10-A, paragraph C, then the dissenting shareholder shall receive 
the consideration wRieR ~ 
was specified as payment in exchange 
for Ris that shareholder's shares pursuant to the plan. 
SHeR The 
consideration BRall IDJ.!rt be paid by the company within 60 days 
after the 
time within which 
an action can be 
commenced 
as 
specified in 
~it*e--l-6---A-,--se-e-t-i-G-a--.gQ.g7-~ion--9T subsection 
10-A, paragraph C. 
Upon payment of sHeR .the. consideration, the 
dissenting shareholder sRall-eease ceases to have aay an interest 
in SHeR ~ 
shares. 
12. 
If the court determines pursuant, to ~itle-±~-AT-6ee~iea 
9G9 T-sHBseetiea-9 subsection 10-A, paragraph E that a shareholder 
is not entitled to receive payment of the fair value of Ris that 
shareholder's shares because of Ris that shareholder's failure to 
satisfy the requirements of 
~i~le--l.J..--..A-;--se-e-1:-ie:a-.gQ.g--and--ef this 
section, 
then 
the 
shareholder 
sRall 
must 
receive 
the 
consideration wRieR ~ 
was specified as payment in exchange for 
Ris that shareholder's shares pursuant to the plan. 
SHeR The 
payment 
BRall 
mgy 
not 
include 
the 
allowance 
for 
interest 
spec i f i ed i n 
~ itle - -l-3--A-, - -Se€-t.-ieB- -~g..r - -&Ub&e-cl-i~ - 9 subs ec ti on 
lQ-A, paragraph G. 
14. 
~Re--pr~-&i-{>nG---G-f.- :J'.,i-t-l~-1-3---A-r --Se€-t.-ieB- ~5-, -Fe'3aFEHa'3 
Hae*aiffiea-a-i¥-iaeBa-s-~~~-~iGt~-bbut-~-~-shaFehe1-aeFs-sRall 
apply Title 33, chapter 41 applies to any unclaimed payment to 
which a shareholder may be entitled under this section. 
Sec. 19. 31 MRSA §282, sub·§5.A, as enacted by PL 1995, c. 
633, Pt. A, §l, is amended to read: 
S-A. 
Professional 
limited 
liability 
partnership. 
"Professional limited liability partnership" means a registered 
limited liability partnership that, by virtue of the business 
conducted by it, would be 
BHB~ee1:--te-~Re required to incorporate 
under the Maine Professional Service Corporation Act if that 
partnership were a corporation. 
Sec. 20. 31 MRSA §418, as enacted by PL 1999, c. 638, §13, is 
amended to read: 
§418. 
Conversion of limited partnership 
1. 
Definitions. 
For purposes of this section, "business 
entity" 
means 
any 
association or 
legal entity organized to 
conduct business, including a domestic or foreign corporation, 
limited 
liability 
company, 
limited 
partnership, 
general 
partnership, limited liability partnership, joint venture, joint 
stock company and business trust. 
2. 
Authority. 
A 
a\:lsiRe-6-6-~at,it,y 1 imited partnership may 
convert to another type of business entity by complying with the 
requirements of section 419 and Title 
±~-AT-~-i-on--9±6 13-C, 
chapter 9, subchapter 4. 
Sec. 21. 31 MRSA §611, first" as repealed and replaced by PL 
1995, c. 633, Pt. C, §16, is amended to read: 
A 
limited liability company may be organized under this 
chapter for any lawful purpose. 
I f 
the purpose for which a 
limited liability company is organized or its form makes it 
subject to a 
special provision of law, 
the limited liability 
company shall also comply with that provision. 
This section is 
specifically intended to permit the formation of a professional 
limited liability company by a person or persons who may form a 
professional corporation under 
the Maine Professiorial Service 
Corporation Act. 
The provisions of that Act are incorporated in 
this chapter by reference, except as follows. 
Sec. 22. 31 MRSA §746, as enacted by PL 1999, c. 638, §34, is 
amended to read: 
§746. 
Conversion of limited liability company 
1. 
Definitions. 
For purposes of this section, "business 
entity" 
means 
any 
association or 
legal entity organized 
to 
conduct business, including a domestic or foreign corporation, 
limited 
liability 
company, 
limited 
partnership, 
general 
partnership, limited liability partnership, joint venture, joint 
stock company and business trust. 
2. 
Authority. 
A a\:lsiHes&-eH~i~y limited liability company 
may convert to another type of business entity by complying with 
the requirements of section 747 and Title ±6-AT-see~ieH-9±6 13-C, 
chapter 9, subchapter 4. 
Sec. 23. 32 MRSA §1081, sub-§4, as amended by PL 1993, c. 600, 
Pt. A, §63, is further amended to read: 
4. 
Corporations; names. 
A corporation may not 
offer or undertake to practice or hold itself out as 
practice, 
practicing 
dentistry. Every person practicing dentistry as an employee of 
another 
shall 
cause 
that person's 
name 
to 
be 
conspicuously 
displayed and kept in a conspicuous place at the entrance of the 
place where the practice is conducted. This subsection does not 
prohibit a 
licensed dentist 
from practicing dentistry as 
an 
employee 
of 
another 
licensed dentist in this State, 
as 
an 
employee of a nonprofit corporation, as an employee of a state 
hospital or state institution where the only remuneration is from 
the State or from a corporation that provides dental service for 
its employees at no profit to the corporation. This subsection 
does not prohibit the practice of dentists who have incorporated 
their practices as-peEmi~~ea-by pursuant to Title 13, chapter dd 
22-A. 
Sec. 24. 32 MRSA §12252, sub-§3, as amended by PL 2001, c. 
260, Pt. F, §2, is further amended to read: 
3. 
Firm permits. 
Ne~wi~Rs~aBaiB~-~~~~~~~-~~-~~~-aRa 
±i~±e-~~7-~-~-&~~r-~Re The following provisions apply to the 
issuance of firm permits. 
A. 
An applicant for initial issuance or renewal of a permit 
to practice under this section shall show that a 
simple 
majority of the ownership of the firm, in terms of financial 
interests 
and voting rights 
of all partners, 
officers, 
shareholders, 
members or managers, 
belongs to holders of 
certificates who 
are 
licensed in 
a 
state and that all 
partners, officers, shareholders, members or managers whose 
principal place of business is in this State or who perform 
professional services in this State hold valid individual 
permits issued by the board. 
Firms may include nonlicensee 
owners in accordance with paragraph B. 
B. 
A 
certified 
public 
accountancy 
firm 
or 
public 
accountancy firm may include nonlicensee owners as long as: 
(1) 
All 
nonlicensee 
owners 
are 
individuals 
who 
actively 
participate 
in 
the 
certified 
public 
accountancy firm or public accountancy firm; and 
(2) 
The firm complies with such other requirements as 
the board may impose by rule. 
Sec. 25. 35-A MRS A §2110, sub-§2, as enacted by PL 1987, c. 
141, Pt. A, §6, is amended to read: 
2. 
The 
commission's 
powers 
and 
limitations. 
The 
commission's powers and limitations, made applicable under this 
section, are those applicable by law in like cases concerning 
public utilities organized under Title 
l~-A 13-C or any prior 
general corporation law. 
Page l1-LR0093(1) 
Sec. 26. 35-A MRS A §3204, sub-§7, as enacted by PL 1997, c. 
316, §3, is amended to read: 
7. Corporate law; ezemptions. 
An order of the commission 
directing or approving divestiture renders an electric utility 
and its directors, officers and shareholders exempt from Title 
B-A 13-C, 
6ee~ieR6--hl4,.--§'1-1-r-.e-24--and--1dg section 651 and from 
the Uniform Fraudulent Transfer Act, Title 14, chapter 504 for 
the matters addressed by the order. 
A divestiture pursuant to a 
commission order directing or approving the divestiture Elees-Re~ 
eeR6~i~~~e-a-~~~-~~~-er-6~B6~aR~ia~~y-a~~-~-~~~B&~~-a 
eeFpeFa~ieR-w~~R~R-~~~~-e~-~~~~e--~~-~~r-~g is not 
subject to limitations contained in the corporation's articles of 
incorporation and, notwithstanding Title 13-C, chapter 12, does 
not require shareholder approval. 
Sec. 27. 35-A MRSA §4502, sub-§l, as enacted by PL 1987, c. 
141, Pt. A, §6, is amended to read: 
1. 
Organization of corporations to construct pipelines. 
Corporations 
for 
the 
purpose 
of 
constructing 
and 
operating 
natural gas pipelines may be organized under Title l:!-A 13-C. 
Following organization under former Title 13-A or Title 13-C, the 
corporation has all the other rights, privileges and immunities 
of a legal corporation organized under Title l:!-A 13-C, except as 
they are inconsistent with this chapter. 
Sec. 28. 36 MRS A §4641-C, sub-§7, as amended by PL 1999, c. 
638, §44, is further amended to read: 
7. 
Deeds pursuant to mergers or consolidations. 
Deeds made 
pursuant· to mergers or consolidations 
e~--bu&ine-&s---e&~-t-i-e-s-,--a6 
aefiRea-~R-~-i-t~~~~~r-&eG~iGR-91d carried out pursuant to Title 
l3-C, chapter 11, from which no gain or loss is recognized under 
the Internal Revenue Code; 
Sec. 29. 39-A MRSA §102, sub-§ll, ,A, as amended by PL 2001, 
c. 
710, 
§18 
and 
affected 
by 
§19, 
is 
amended 
by 
amending 
subparagraph (4) to read: 
(4) 
Except for persons engaged in harvesting of forest 
products, any person who, in a written statement to the 
board, waives all the benefits and privileges provided 
by the workers' 
compensation laws, provided that the 
board has found that person to be a bona fide owner of 
at least 20'lo of the outstanding voting stock of the 
corporation by which that person is employed or 
a 
shareholder of the professional corporation by which 
that person is employed and that this waiver was not a 
prerequisite condition to employment. 
For the purposes 
of 
this 
subparagraph, 
the 
term 
"professional 
corporation" has--t;.ae.--&arAe---meani-ll9--a-S--E9liBa means 
a 
domestic or foreign professional corporation as defined 
in Title 13, section 7G6 723 T -sli9seeti9B-l. 
Any person may revoke or rescind that person's waiver 
upon 
days' written notice to the board and that 
person's employer. The parent, spouse or child of a 
person 
who 
has 
made 
a 
waiver 
under 
the 
previous 
sentence may state, in writing, that the parent, spouse 
or 
child 
waives 
all 
the 
benefits 
and 
privileges 
provided by the workers' compensation laws if the board 
finds that the waiver is not a prerequisite condition 
to employment and if the parent, spouse or child is 
employed 
by 
the 
same 
corporation that 
employs 
the 
person who has made the first waiver; 
Sec. 30. 39-A MRSA §324, sub-§3, 1JC, as enacted by PL 1991, c. 
885, Pt. A, §8 and affected by §§9 to 11 and amended by PL 1999, 
c. 547, Pt. B, §78 and affected by §80, is further amended to 
read: 
C. 
The employer, if organized as a corporation, is subject 
to administrative dissolution as provided in Title 13-C, 
section 1421 or revocation 9F-slispeBsi9B of its authority to 
do business in this State as provided in Title 
l~-A 13-C, 
section l6G6 1532. 
The employer, if licensed, 
certified, 
registered or regulated by any board authorized by Title 5, 
section 12004-A or whose license may be revoked or suspended 
by proceedings in the District Court or by the Secretary of 
State, 
is 
subject 
to 
revocation 
or 
suspension 
of 
the 
license, certification or registration. 
Emergency clause. 
In view of the emergency cited in the 
preamble, this Act takes effect July 1, 2003. 
SUMMARY 
Public 
Law 
2001, 
chapter 
repealed 
Title 
13-A 
and 
replaced it with Title 13-C, the "Maine Business Corporation Act" 
and repealed Title 13, chapter 22 and replaced it with Title 13, 
chapter 22":'A, the "Maine Professional Service Corporation Act." 
This bill corrects cross-references and makes conforming changes 
necessitated by enactment of Public Law 2001, chapter 640.