An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limited Liability Companies, Limited Liability Partnerships and Marks
Maine Legislature, Session 121, LD 1539
Committee: Judiciary
Sponsors: NORBERT
Amends: 10 MRSA §1521, 10 MRSA §1522, 13 MRSA §723, 13 MRSA §732, 13 MRSA §736, 13 MRSA §741, 13-B MRSA §101, 13-B MRSA §102, 13-B MRSA §301, 13-B MRSA §302, 13-B MRSA §303, 13-B MRSA §303-A, 13-B MRSA §1210, 13-B MRSA §1401, 13-C MRSA §101, 13-C MRSA §102, 13-C MRSA §121, 13-C MRSA §123, 13-C MRSA §126, 13-C MRSA §130, 13-C MRSA §202, 13-C MRSA §301, 13-C MRSA §401, 13-C MRSA §403, 13-C MRSA §404, 13-C MRSA §501, 13-C MRSA §625, 13-C MRSA §641, 13-C MRSA §703, 13-C MRSA §723, 13-C MRSA §727, 13-C MRSA §731, 13-C MRSA §743, 13-C MRSA §808, 13-C MRSA §824, 13-C MRSA §825, 13-C MRSA §874, 13-C MRSA §921, 13-C MRSA §922, 13-C MRSA §926, 13-C MRSA §931, 13-C MRSA §932, 13-C MRSA §933, 13-C MRSA §935, 13-C MRSA §942, 13-C MRSA §952, 13-C MRSA §953, 13-C MRSA §954, 13-C MRSA §955, 13-C MRSA §1003, 13-C MRSA §1005, 13-C MRSA §1007, 13-C MRSA §1104, 13-C MRSA §1106, 13-C MRSA §1109, 13-C MRSA §1202, 13-C MRSA §1302, 13-C MRSA §1401, 13-C MRSA §1403, 13-C MRSA §1404, 13-C MRSA §140, 13-C MRSA §1407, 13-C MRSA §1422, 13-C MRSA §1424, 13-C MRSA §1504, 13-C MRSA §1506, 13-C MRSA §1507, 13-C MRSA §1521, 13-C MRSA §1523, 13-C MRSA §1524, 13-C MRSA §1531, 13-C MRSA §1601, 13-C MRSA §1602, 13-C MRSA §1621, 13-C MRSA §1623, 31 MRSA §403, 31 MRSA §404-A, 31 MRSA §40, 31 MRSA §492, 31 MRSA §494, 31 MRSA §498, 31 MRSA §524, 31 MRSA §526, 31 MRSA §603, 31 MRSA §603-A, 31 MRSA §604, 31 MRSA §604-A, 31 MRSA §605, 31 MRSA §605-A, 31 MRSA §606, 31 MRSA §606-A, 31 MRSA §712, 31 MRSA §714, 31 MRSA §719, 31 MRSA §751, 31 MRSA §803, 31 MRSA §804, 31 MRSA §805, 31 MRSA §805-A, 31 MRSA §806, 31 MRSA §806-A, 31 MRSA §852, 31 MRSA §854, 31 MRSA §859, 31 MRSA §871

12lst MAINE LEGISLATURE 
Legislative Document 
No. 1539 
H.P. 1128 
House of Representatives, April 10, 2003 
An Act To Amend the Laws Relating to Corporations, Limited 
Partnerships, Limited Liability Companies, Limited Liability 
Partnerships and Marks 
(EMERGENCY) 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Reference to the Committee on Judiciary suggested and ordered printed. 
Presented by Representative NORBERT of Portland. 
Printed on recyl,; led paper 
/?(~ 
frJ·711dC~ 
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 
VVhereas, the 
Maine 
Revised 
Statutes, 
Title 
l3-C, 
which 
governs domestic and foreign corporations in Maine, will become 
effective on July 1, 2003, and changes to that law and to laws 
depending on that Title must be in place prior to July 1, 2003, 
in order for the Secretary of State to properly administer the 
law; 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: 
PART A 
Sec. A-I. 10 MRSA §1521, sub-§I-C is enacted to read: 
I-C. 
Corporate 
name. 
"Corporate 
name" 
includes 
any 
corporate name, reserved name, registered name or assumed name as 
those terms are used in Title 13-C r 
sections 401, 402, 403 and 
res:pectively and includes a corporate namp, 
rPRPrvpn ni'imp, 
registered name or assumed name as those terms are used in Title 
13-B, sections 301-A, 302-A, 303-A and 308-A respectively. 
Sec. A-2. 10 MRSA §1521, sub-§2, as amended by PL 1993, c. 
316, §2, is repealed. 
Sec. A-3. 10 MRSA §1521, sub-§2-A, as enacted by PL 1993, c. 
316, §3, is amended to read: 
2-A. 
Limited partnership name. 
"Limited partnership name" 
includes aJiY .s. limited partnership name, reserved name, assumed 
name or registered name as those terms are used in Title 31, 
sections 
49~ 
403-A, 
404-A, 
4Q5 
405-A 
and 
4Qa 
406-A 
respectively. 
Sec. A-4. 10 MRSA §1521, sub-§2-B, as enacted by PL 1993, c. 
718, Pt. B, §1, is 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 aQ6 603-A to aQa 606-A. 
Sec. A-5. 10 MRSA §1521, sub-§2-C, as enacted by PL 1995, c. 
633, Pt. C, §l, is amended to read: 
2-C. 
Limited 
liability 
partnership 
name. 
"Limited 
liability 
partnership 
name" 
includes 
a 
limited 
liability 
partnership name, reserved name, assumed name or registered name 
as those terms are used in Title 31, sections 89a 803-A to 89& 
806-A. 
Sec. A-6. 10 MRSA §1522, sub-§1, 1fG, as amended by PL 1995, c. 
633, Pt. C, §2, is further amended to read: 
G. 
GeBsis~s--~~--~---~~~~--a---eeFpeFa~e 
Is 
not 
distinguishable from the real, assumed, fictitious, reserved 
or 
registered 
name 
of 
a 
corporation, 
limited liability 
company, 
limited 
liability 
partnership 
or 
limited 
partnership BaHle, unless the corporation, limited liability 
company, 
limited 
liability 
partnership 
or 
limited 
partnership executes and files with the Secretary of State 
proof of authorization of the use of a mark similar to the 
real, assumed, fictitious, reserved or registered name of a 
corporation, 
limited liability company, 
limited liability 
partnership or limited partnership BaHle 
by the applicant 
seeking to use the mark; 
PARTB 
Sec. B-1. 13 MRSA §723, sub-§8, as enacted by PL 2001, c. 640, 
Pt. a, §2 and affected by §7, is amended to read: 
8. 
Qualified 
person. 
"Qualified 
person" 
means 
an 
individual, general partnership, professional limited liability 
company, 
professional 
limited 
liability 
partnership, 
other 
professional 
corporation 
or 
other 
entity 
or 
trust that 
is 
eligible under this chapter to be issued shares by a professional 
corporation or any other entity that is authorized by statute to 
provide 
the 
same 
professional 
service 
provided 
by 
the 
professional corporation. 
Sec. B-2. 13 MRSA §732, sub-§3, as enacted by PL 2001, c. 640, 
Pt. a, §2 and affected by §7, is amended to read: 
3. 
Accountants. 
Nonlicensed 
individuals 
and 
qualified 
employee stock ownership plans or programs or other employee 
ownership 
programs 
and 
other 
entities 
may 
organize 
with 
individuals who are licensed under Title 32, chapter 113 and may 
become 
shareholders 
of 
a 
firm 
licensed 
to 
practice 
public 
accountancy under Title 32, section 12252, as long as all of the 
requirements 
for 
licensure 
under 
Title 
32, 
subsection 3 are met by the firm. 
section 
12252, 
Sec. B-3. 13 MRSA §736, sub-§2, as enacted by PL 2001, c. 640, 
Pt. B, §2 and affected by §7, is amended to read: 
2. 
Assumed or fictitious name. 
A domestic professional 
corporation 
or 
foreign 
professional 
corporation 
may 
render 
professional services and exercise its authorized powers under an 
assumed or fictitious name, as long as the corporation has 
~~FS~ 
Fe~is~eFea-~~~-~-Be-~~-iB-~8e-~--~~~-sy met 
the requirements for filing an assumed or fictitious name under 
Title 13-C, section 404. 
Sec. B-4. 13 MRSA §741, sub-§I, ~~C and D, as enacted by PL 
2001, c. 640, Pt. B, §2 and affected by §7, are amended to read: 
C. 
Professional 
corporations, 
professional 
limited 
liability 
companies 
or 
professional 
limited 
liability 
partnerships, domestic or foreign, authorized by law in this 
State to render a 
professional service described in the 
corporation's articles of incorporation; 9F 
D. 
Any other entity that is authorized by law to provide 
the same professional service provided by the professional 
corporationT~ 
Sec. B-5. 13 MRSA §741, sub-§I, ~ is enacted to read: 
E. 
Any other person or entity, including employee stock 
ownership plans or programs and other employee ownership 
programs, 
that the 
licensing authority with jurisdiction 
over the professional corporation determines is qualified to 
hold shares of such a professional corporation. 
Sec. B-6. 13-B MRSA §101, as enacted by PL 1977, c. 525, §13, 
is amended to read: 
§lDl. Short title 
This Ae~-5ka~~ Title may be known and may-Be cited as the 
"Maine Nonprofit Corporation Act." 
Sec. B-7. 13-B MRSA §102, sub-§§5-A, 6-A and 9-A are enacted to 
read: 
5-A. 
Entity. 
"Enti ty" has the same meaning as set out in 
Title 13-C, section 102, subsection 11. 
6-A. 
Individual. "Individual" means a natural person. 
9-A. 
Person. "Person" includes an individual and an entity. 
Sec. B-S. 13-B MRSA §301, as amended by PL 1997, c. 633, §4, 
is repealed. 
Sec. B-9. 13-B MRS A §301-A is enacted to read: 
§301-A. 
Coqporate name 
1. 
Prohibition. A corporate name may not contain language 
stating or implying that the corporation is organized for 
a 
purpose 
other 
than 
that 
permitted 
by 
section 
and 
the 
corporation's articles of incorporation. 
2. 
Distinguisbftble 
name. 
Except 
as 
authorized 
by 
subsections 3 and 4, a corporate name m\lst be distinquishable on 
the records of the Secretary of State from: 
A. 
The name of a corporation, limited liability· company, 
limited liability partnership or limited partnership that is 
incorporated, organized or authorized to transact business 
or carryon activities in this State; 
B. 
Assumed, 
fictitious, 
reserved 
and 
registered 
name 
filings for all entities: and 
C. 
Marks registered under Title 10, chapter 301-A unless 
the registered owner or holder of the mark is the 
same 
person or enti ty as the corporation seeking to use a name 
that is not distinguishable on the records of the Secretary 
of State and files proof of ownership with the Secretary of 
State. 
3. 
Refuse to file name. 
The Secretary of State, in the 
Secretary of State's discretion, may refuse to file a name that: 
A. 
Consists of or comprises language that is obscene: 
B. 
Inappropriately promotes abusive or unlawful activity; 
C. 
Falsely 
suggests 
an 
association 
with 
public 
institutions: or 
D. 
Violates any other provision of the law of this State 
with respect to names. 
4. 
Authorization to use name. A corporation may apply to 
the Secretary of State for authorization to use a name that is 
not distinguishable on the records of the Secretary of State from 
one 
or 
more 
of 
the 
names 
described 
in 
subsection 
2. 
The 
Secretary of State shall authorize use of the name applied for if: 
A. 
The entity in possession of the name consents to the use 
in writing and submits an undertaking in a form satisfactory 
to the Secretary of State as provided in sections 104 and 
or as provided in the applicable law for that entity to 
change its name to a 
name that is distinguishable on the 
records of the Secretary of State from the 
name of the 
applicant; or 
B. 
The 
applicant delivers to the Secretary of State 
a 
certified copy of the final judgment of a court of competent 
jurisdiction establishing the applicant's right to use the 
name applied for in this State. 
5. 
Use of another corporation's name. 
A corporation may 
use 
the 
name, 
including the 
assumed or fictitious 
name, 
of 
another domestic or foreign corporation that is used in this 
State if the other corporation is incorporated or authorized to 
transact business in this State and the corporation proposing to 
use the name: 
A. 
Has merged with the other corporation; 
B. 
Has 
been 
formed 
by 
reorganization 
of 
the 
other 
corporation; or 
C. 
Has acquired all or substantially all of the assets. 
including the corporate name, of the other corporation. 
6. 
Determining distinguishability. In determining whether 
names are distinguishable on the records, the Secretary of State 
shall disregard the following: 
A. 
The words or abbreviations of words that describe the 
nature of the entity, including "professional association, " 
"corporation," 
"company," 
"incorporated," 
"chartered, " 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"service 
corporation" 
and 
"professional 
corporation"; 
B. 
The presence or absence of the words or symbols of the 
words "and" and "the"; and 
C. 
The 
differences 
in 
the 
use 
of 
punctuation. 
capitalization or special characters. 
7. 
Change of corporate name by foreign corporation. 
I f 
a 
foreign corporation authorized to carryon activities in this 
State changes its corporate name to one that does not satisfy the 
requirements of this section, the foreign corporation may not 
carryon activities in this State under the proposed new name 
until it adopts 
a 
name 
satisfying the 
requirements of this 
section and files an amended application for authority under 
section 1207 that is accompanied by a 
statement of use of a 
fictitious name under section 308-A. 
8. 
Violations of this section. If a 
corporation has in 
other respects complied with this Title and its articles of 
incorporation have been filed, or if a foreign corporation has in 
other respects satisfied this Title and has been authorized to 
carryon activities in this State, 
subsequent discovery of a 
violation of the foregoing provisions of this section does not 
invalidate its corporate existence or authority, but the courts 
of this State may, 
upon application of the State or of any 
interested or affected person, enjoin such violation and grant 
any other appropriate relief. 
Sec. B-I0. 13-B MRSA §302, as amended by PL 1979, c. 127, 
§96, is repealed. 
Sec. B-ll. 13-B MRS A §302-A is enacted to read: 
§J02-A. 
Reserved namc 
1. 
Reserve use of name. A person may reserve the exclusive 
use of a corporate name, including an assumed or fictitious name, 
by executing and delivering for filing as provided in section 106 
an application to the Secretary of State. 
The application must 
be executed by a duly authorized person and must set forth the 
name and address of the applicant and the name proposed to be 
reserved. 
If the Secretary of State finds that the corporate 
name 
applied for is available, 
the Secretary of State shall 
reserve 
the 
name 
for 
the 
applicant's 
exclusive 
use 
for 
a 
nonrenewable period of 120 days. 
2. 
Transfer of reservation. 
The 
owner 
of 
a 
reserved 
corporate name under subsection 1 may transfer the reservation to 
another person by executing and delivering for filing to the 
Secretary of State as provided in section 106 a notice of the 
transfer, signed by the transferor, that states the name 
and 
address of the transferee. 
Sec. B-12. 13-B MRSA §303, as corrected by RR 2001, c. 2, Pt. 
B, §35 and affected by §58, is repealed. 
Sec. B-13. 13-B MRSA §303-A is enacted to read: 
§303-A. 
Registered name of foreign co~ration 
1. 
Register 
co~orate name. 
A foreign corporation may 
register its corporate name if the name is distinguishable on the 
records of the Secretary of State pursuant to section 301-A. 
2. 
App1ication. 
To register its corporate name, a foreign 
corporation must execute and deliver to the Secretary of State 
for filing as provided in sections 104 and 106 an application 
that: 
A. 
Sets forth its corporate name, the state or country and 
date of its incorporation, 
the address of its principal 
office wherever located and 
a brief description of the 
nature of the activities in which it is engaged: and 
B. 
Is 
accompanied 
by 
a 
certificate of existence or 
a 
document 
of 
similar 
import 
duly 
authenticated 
by 
the 
secretary of state or other official having custody of 
corporate records in the state or country under whose law 
the foreign corporation is incorporated. The certificate of 
existence must have been made not more than 90 days prior to 
the delivery of the application for filing. 
3. 
App1icant's 
exc1usive 
use. 
A 
corporate 
name 
is 
rcgiGtered for a foreign corporation's exc] us ; Vf> 
llse upon the 
effective date of the application under subsection 2 until the 
end of the calendar year in which the application was filed. 
4. 
Renewa1 of registered name. 
A foreign corporation whose 
registration is effective 
may 
renew 
the 
registration for 
a 
successive year by delivering for filing to the Secretary of 
State a renewal application that complies with the requirements 
of subsection 2 between October 1st and December 31st. 
The 
renewal application, when filed, renews the registration for the 
following calendar year. 
5. 
Oua1ify as foreign corporation. 
A foreign corporation 
whose registration is effective may, after the registration is 
effective, qualify as a foreign corporation under the registered 
name or may consent in writing to the use of that name by a 
corporation incorporated under this Title or by another foreign 
corporation authorized to transact business in this State. 
The 
registration 
terminates 
when 
the 
domestic 
corporation 
is 
incorporated or the foreign corporation qualifies or consents to 
the 
qualification 
of 
another 
foreign 
corporation 
under 
the 
registered name. 
Sec. B·14. 13·B MRSA §308, as amended by PL 1995, c. 458, §7, 
is repealed. 
Sec. B·15. 13·B MRS A §308.A is enacted to read: 
S308-A. 
Assumed or fictitious name of co~ration 
1. 
Assumed name defined. 
As used in this section, "assumed 
name" means a trade name, the name of a division not separately 
incorporated and not used in conjunction with the real corporate 
name or any name other than the real name of a corporation except 
a fictitious name. 
2. 
Fictitious name defined. 
As 
used in this section, 
"fictitious name" means a name adopted by a foreign corporation 
authorized to carryon activities in this State because its real 
name is unavailable pursuant to section 301-A. 
3. 
Authorized to transact business. 
Upon complying wi th 
this section, 
a domestic or foreign corporation authorized to 
carryon activities in this State may carryon its activities in 
this State under one or more assumed or fictitious names. 
4. 
File statement indicating use of assumed or fictitious 
name. 
Prior to carrying on any activities in this State under an 
assumed or fictitious 
name, 
a 
corporation shall execute 
and 
deliver for filing, in accordance wi t-h 
/,:pr.tj ODS 104 and 106, a 
statement setting forth: 
A. 
The corporate name and the address of the corporation's 
registered office; 
B. 
That the corporation intends to carryon activities 
under an assumed or fictitious name; 
c. 
The 
assumed or fictitious 
name that the corporation 
proposes to use; 
D. 
If the assumed name is not to be used at all of the 
corporation's 
places 
of 
activity 
in 
this 
State, 
the 
locations where it will be used; and 
E. 
If the corporation is a foreign corporation: 
(1) 
The jurisdiction of incorporation; and 
(2) 
The date on which it was authorized to carryon 
activities in this State. 
A separate statement must 
be executed 
and delivered to the 
Secretary of State for filing with respect to each assumed or 
fictitious name that the corporation proposes to use. 
5. 
Compliance required. 
An assumed or fictitious name must 
comply with the reguirements of section 301-A. 
6. 
Enjoin use 
of 
assumed 
or 
fictitious 
name. 
If 
a 
corporation uses an assumed or fictitious name without complying 
with the reguirements of this section, the continued use of the 
assumed or fictitious name may be enjoined upon suit by the 
Attorney General or by any person adversely affected by the use 
of the assumed or fictitious name. 
7. 
Enjoin use despite 
compliance. 
Notwithstanding its 
compliance with the reguirements of this section, the use of an 
assumed or fictitious name 
mClY be enjoined 
upo:q~uit of the 
Attorney General or of any person adversely affected by such use 
if: 
A. 
The assumed or fictitious name did not, at the time the 
statement required by subsection 4 was filed, comply with 
the requirements of section 301-A; or 
B. 
The assumed or fictitious name is not distinguishable on 
the records of the Secretary of State from a name in which 
the plo.intiff haf: prior rights by virtue of rhe CQlIUDon IaN 
or 
statutory 
law 
of 
unfair 
competition, 
unfair 
trade 
practices, cOlIUDon law copyright or similar law. 
The filing of a 
statement pursuant to subsection 4 does not 
constitute actual use of the assumed or fictitious name set out 
in that statement for purposes of determining priority of rights. 
8. 
Terminate 
use 
of 
assumed 
or 
fictitious 
name. 
A 
corporation may 
terminate 
an 
assumed 
or fictitious 
name 
by 
executing and delivering, in accordance with sections 104 and 
106, a statement setting forth: 
A. 
The name of the corporation and the address of its 
registered office; 
B. 
That the corporation no 
longer intends to carryon 
activities under the assumed or fictitious name; and 
c. 
The assumed or fictitious name the corporation intends 
to terminate. 
Sec. B-16. 13-B MRS A §404, sub-§I, ~C, as amended by PL 1989, 
c. 501, Pt. L, §40, is further amended to read: 
C. 
Do not adopt as the name of the corporation a name wsies 
that is in violation of section aGl 301-A. 
Sec. B-17. 13-B MRS A §1202, sub-§2, as enacted by PL 1977, c. 
525, §13, is amended to read: 
2. 
Certificate of existence. 
The 
application 
of 
the 
corporation 
for 
authority 
ssall 
must 
be 
accompanied 
by 
a 
certificate of ~eea-staBaiB~ existence or its-e~aivalea~-EFem-tse 
pFepeF-e~~i€e~-~-~~~-~~~~~~-1aeeFpeFa~iea a document of 
similar import duly authenticated by the secretary of state or 
other official having custody of corporate records in the state 
or 
country 
under 
whose 
law 
the 
foreign 
corporation 
is 
incorporated. 
Saes 
The 
certificate 
of 
~eea--staBaiB~--ssall 
existence must have been made not more than 90 days prior to the 
delivery of the application for filing. 
Sec. B-18. 13-B MRS A §1205, sub-§l, as enacted by PL 1977, c. 
525, §13, is amended to read: 
1. 
Hame. 
~e A 
foreign 
corporation ssall--ee is 
not 
authorized to carryon activities in this State unless the name 
of the corporation complies with the requirements of section ~Gl 
301-A. 
Sec. B-19. 13-D MRS A §1208, sub-§3 iG enacted to reac::l; 
3. 
Cancellation of authority. 
If 
a 
foreign 
nonprofit 
corporation files articles of domestication and conversion as set 
forth in Title l3-C, 
chapter 
9, 
its authority is cancelled 
automatically on the effective date of its domestication and 
conversion. 
Sec. B-20. 13-B MRSA §1210, sub-§§2 and 3, as amended by PL 
1989, c. 501, Pt. L, §4l, are further amended to read: 
2. 
Secretary of State to mail revocation of authority. 
The 
authority of a foreign corporation ssal1-ee ~ revoked only after 
the Secretary of State ssall-bave has mailed to the corporation's 
last registered office in this State and to its last registered 
or principal office in its jurisdiction of incorporation at least 
~G-aays~ 60-days' notice of impending revocation of its authority 
to carryon activities in this State, including a specification 
of the default, and the corporation 
ssall-~a:il fails, prior to 
revocation, to cure the default specified in saes the notice. 
3. 
60-day 
default 
Certificate revoked. 
After the expiration of the ~9-aay 
period, if the foreign corporation has not cured the 
or, 
as 
to 
the 
ground 
for 
revocation 
specified 
in 
sUbsection 1, paragraph E, convinced the Secretary of State, by 
affidavit or otherwise, that there was no such misrepresentation, 
the 
Secretary of State shall 
issue 
and file 
a 
certificate 
revoking 
the 
foreign 
corporation's 
authority 
to 
carryon 
activities in this State, and shall mail copies 
t.he!'ee~ of the 
certificate to the corporation's last registered office ln this 
State and to its last registered or principal office in its 
jurisdiction of incorporation. 
Sec. B-21. 13-B MRS A §1401, sub-§l, as enacted by PL 1977, c. 
525, §13, is repealed. 
Sec. B-22. 13-B MRSA §1401, sub-§l-A is enacted to read: 
I-A. 
Application for indistinguishable name. 
Application 
for the use of an indistinguishable name as provided by section 
301-A, subsection 4, $5; 
Sec. B-23. 13-B MRSA §1401, sub-§§2 to 5, as enacted by PL 
1977, c. 525, §13, are amended to read: 
2. 
Application to reserve name. 
Application to 
reserve 
corporate name, as provided by section ~Q6 302-A, $5; 
3. 
Notice of transfer of reserved corporate name. Notice of 
transfer of a reserved corporate name, as provided by section ~Q6 
302-A, $5; 
4. 
Application to register corporate name. Application to 
register corporate name, as provided by section ~Q~ 303-A, $5 per 
month for the number of months or fraction 
t.he!'ee~ of a month 
remaining in the calendar year when the application is first 
filed; 
5. 
Application to 
renew the registration 
section ~Q3 303-A, $50; 
renew registered name. 
of 
a 
registered name, 
Application 
as provided 
to 
by 
Sec. B-24. 13-B MRSA §1401, sub-§5-A, as enacted by PL 1993, 
c. 316, §45, is repealed. 
Sec. B-25. 13-B MRSA §1401, sub-§10-A, as enacted by PL 1983, 
c. 86, §5, is amended to read: 
IO-A. 
Assumed or fictitious 
name 
statement. 
Assumed or 
fictitious name statement, as provided by section ~Qg 308-A, $5; 
Sec. B-26. 13-B MRSA §1401, sub-§10-B, as enacted by PL 1993, 
c. 316, §45, is amended to read: 
lO-B. 
Termination 
of 
assumed 
or 
Termination of assumed or fictitious name, as 
~Q8 308-A, subsection + ~, $5; 
fictitious 
name. 
provided by section 
Sec. B-27. 13-B MRSA §1401, sub-§30, as amended by PL 1991, c. 
780, Pt. U, §21, is repealed. 
Sec. B-28. 13-C MRSA §101, as enacted by PL 2001, c. 640, Pt. 
A, §2 and affected by Pt. B, §7, is amended to read: 
§lOl. Short title 
This Aet: Title may be known and cited as the "Maine Business 
Corporation Act." 
Sec. B-29. 13-C MRSA §102, sub-§2-A is enacted to read: 
2-A. 
Close 
corporation. 
"Close 
corporation" 
means 
a 
corporation that, 
at any given time, 
has 
not 
more 
than 
shareholders 
of all classes 
of 
shares, 
whether 
or 
not 
the 
shareholders are entitled to vote. 
For purposes of determining 
whether a corporation is a close corporation, 2 or more persons 
owning shares of record in their names as joint tenants are 
counted as a single shareholder. 
Sec. B-30. 13-C MRSA §102, sub-§§18 and 19, as enacted by PL 
200], r.. n40, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
18. 
Individual. 
"Individual" 
means 
a 
natural 
person. 
~±Baivia~a±~-~~~-t:ae-~~~-e~-~-iBeeffi~et:eBt:-~--aeeeasea 
iBaivia~a±T 
19. 
Interest. 
"±Bt:e!'est:s--.. if}--~---\ffi-i-n<3-G-FpG-F-a-t:e4--eBt:it:y 
Interest" means either or both of the following rights under the 
organic law of an unincorporated entity: 
A. 
A right 
the 
entity 
liquidation, 
to receive distributions from 
aB-~R~B€e~~e!'at:ea 
either 
in 
the 
ordinary 
course 
or 
upon 
including as an assignee; e!' and 
B. 
A right to receive notice or vote on issues involving 
the internal affairs of an unincorporated entity, other than 
as 
an agent, 
assignee, 
proxy or person responsible for 
managing the business 
and affairs of 
the 
~BiBee!'~e!'at:ea 
entity. 
Sec. B-31. 13-C MRSA §102, sub-§19-A is enacted to read: 
19-A. 
Interest holder. 
"Interest holder" means 
a person 
who holds of record an interest. 
Sec. B-32. 13-C MRSA §102, sub-§23, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
23. 
Nonprofit corporation; domestic nonprofit corporation. 
"Nonprofit corporation" or "domestic nonprofit corporation" means 
a 
corporation incorporated under the 
laws of this State and 
subject to the provisions of Title 13, chapter 81 or 93 or the 
Maine Nonprofit Corporation Act. 
Sec. B-33. 13-C MRSA §121, as enacted by PL 2001, c. 640, Pte 
A, §2 and affected by Pt. B, §7, is amended to read: 
§121. Requirements for documents; extrinsic facts 
To be entitled to filing with the office of the Secretary of 
State, a document must satisfy the following requirements and the 
requirements of any other section of this Act. 
1. 
Filing in office of Secretary of State. 
document 
in the 
office 
of 
the 
Secretary of 
permitted or required by this Act. 
Filing of the 
State 
must 
be 
2. 
Information. 
The document must contain the information 
required by this Act. 
3. 
Form; format. 
The document must be legibly typewritten 
or printed in ink or, if electronically transmitted, it must be 
in a format that can be retrieved or reproduced in typewritten or 
printed form. 
4. 
English language. 
The document must be in the English 
language, except that: 
A. 
A corporate name need not be in English if written using 
the Roman alphabet or Arabic or Roman numerals; and 
B. 
The 
certificate 
of 
existence 
required 
of 
foreign 
corporations under section 130 need not be in English if 
accompanied 
by 
a 
reasonably 
authenticated 
English 
translation. 
5. 
Executed. 
The document must be executed and dated: 
A. 
By the chair of the board of directors of a domestic or 
foreign corporation, by its president or by another of its 
officers; 
Page l3-LR1942(1) 
B. 
By an incorporator, if directors have not been selected 
or the corporation has not been formed; 
c. 
By a fiduciary, if the corporation is in the hands of a 
receiver, trustee or other court-appointed fiduciary; or 
D. 
By the clerk of the corporation. 
6. 
Signature; corporate seal. 
The person executing the 
document 
shall 
sign it and 
state beneath 
or 
opposite that 
signature the person's name and the capacity in which the person 
signs. The document may but need not contain a corporate seal, 
attestation, acknowledgment or verification. 
1. 
Prescribed 
form. 
If 
the 
Secretary 
of 
prescr ibed a mandatory form for the document under 
the document must be in or on the prescribed form. 
State 
has 
section 122, 
8. 
Delivery. 
The document must be delivered to the office 
of the Secretary of State for filing. Delivery may be made by 
electronic transmission if and to the extent permitted by the 
Secretary of State. 
9. 
Fee. 
At the time of delivery, the correct filing fee 
and any reinstatement fee or penalty must be paid or provision 
for payment made in a manner permitted by the Secretary of State. 
10. 
Extrinsic facts. 
This subsection applies whenever a 
provision of this Title permits any of the terms of a plan or a 
filed document to be dependent on facts objectively ascertainable 
outside the plan or filed document. 
A. 
The manner in which the extrinsic facts upon which the 
terms of a plan or filed document depend operate upon the 
terms of the plan or filed document must be set forth in the 
plan or filed document. 
B. 
The extrinsic facts upon which the terms of a plan or 
filed document depend may include, but are not limited to: 
(1) 
Any of 
the 
following that is available in 
a 
nationally recognized news or information medium either 
in print or electronically: 
(a) 
Statistical or market indices; 
(b) 
Market prices of any security or group of 
securities: 
(c) 
Interest rates; 
(d) 
Currency exchange rates; or 
(e) 
Similar economic or financial data; 
(2) 
A determination or action by any person or body, 
including the corporation or any other party to a plan 
or filed document; or 
(3) 
The terms of, or actions taken under, an agreement 
to which the 
corporation is 
a 
party or 
any other 
agreement or document. 
C. 
As used in this subsection: 
(1) 
"Filed document" means a document filed with the 
Secretary of State under any prQvisign_of this Title 
except chapter 15 or section 1621; and 
(2) 
"Plan" means 
a plan of domestication, nonprofit 
conversion, entity conversion, merger or share exchange. 
D. 
The following provisions of a plan or filed document may 
not be made dependent on facts outside the plan or filed 
document: 
(1) 
The name 
?Inn ?lnnrpss of nny person re)Iuired in a 
filed document; 
(2) 
The registered office of any entity required in a 
filed document; 
(3) 
The 
clerk 
or 
registered 
agent 
of 
any entity 
required in a filed document; 
(4) 
The number of authorized shares and designation of 
each class or series of shares; 
(5) 
The effective date of a filed document; and 
(6) 
Any required statement in a filed document of the 
date on which the underlying transaction was approved 
or the manner in which that approval was given. 
E. 
If a provision of a filed document is made dependent on 
a fact ascertainable outside of the filed document, and that 
fact is not ascertainable by reference to a source described 
in paragraph B, 
subparagraph (1) or a 
document that is a 
matter of public record, or the affected shareholders have 
not received notice of the fact from the corporation, then 
Page l5-LR1942(1) 
the 
corporation shall file with the Secretary of State 
articles of amendment setting forth the fact promptly after 
the time when the fact referred to is first ascertainable or 
changes. 
Articles of amendment under this paragraph are 
deemed to be authorized by the authorization of the original 
filed document or plan to which they relate and may be filed 
by the corporation without further action by the board of 
directors or the shareholders. 
Sec. B-34. 13-C MRSA §123, sub-§l, "H and I, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
H. 
For a notice of change in the name of the current clerk 
or registered agent or a change of a registered office for 
each affected corporation not to exceed a total of 100, the 
fee is $20. 
I. 
For a notice of change in the name of the current clerk 
or registered agent or a change of a registered office for 
each affected corporation in excess of 100, the fee is $10. 
Sec. B-35. 13-C MRSA §123, sub-§l, ,,nD, GG and LL, as enacted 
by PL 2001, c. 640, Pt. A, 
§2 and affected by Pt. B, §7, are 
amended to read: 
DD. 
For an annual report or amended annual report, the fee 
is $60. 
GG. 
For a certificate of existence etL authorization or 
fact, the fee is $30. 
LL. 
For an application for termination of an assumed or 
fictitious name, the fee is $20. 
Sec. B-36. 13-C MRSA §123, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Service of process fee. 
The Secretary of State shall 
collect a fee of $20 each time process is served on the Secretary 
of State under this AeE Title. 
The party to a proceeding causing 
service of process is entitled to recover this fee as costs if 
that party prevails in the proceeding. 
Sec. B-37. 13-C MRSA §126, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Method of correcting documents. 
corporation may correct a 
document by 
correction that: 
A domestic or foreign 
preparing articles of 
A. 
Describe the document, 
including its filing dateT--e-F 
a~~aeh-a-eeFy-e{-i~-~e-~he-aF~ie±e6; 
B. 
Specify the inaccuracy or defect to be corrected; aaa 
C. 
Correct the inaccuracy or defectT; and 
D. 
Provide the jurisdiction of incorporation and the date 
on which the foreign corporation was authorized to transact 
business in this State. 
The domestic or foreign corporation shall deliver the articles of 
correction to the Secretary of State for filing. 
Sec.B-38. 13-CMRSA§130, as enacted by PL 2001, c. 640, Pte 
A, §2 and affected by Pt. B, §7, is amended to read: 
§130. Certificate of existence; certificate of 
authority; certificate of fact 
1. 
Application. 
Any person may apply to 
State to 
furnish 
a 
certificate of existence 
corporation 
or 
a 
certificate 
of 
authority 
corporation. 
the Secretary of 
for 
a 
domestic 
for 
a 
foreign 
2. 
Contents. 
A certificate of existence or certificate of 
authority sets forth: 
A. 
The domestic corporation's corporate name or the foreign 
corporation's corporate name used in this State; 
B. 
That, if a domestic corporation, the corporation is duly 
incorporated under the laws of this State and the date of 
its incorporation; 
C. 
That, if a foreign corporation, the foreign corporation 
is authorized to transact business in this State, the date 
on which the corporation was authorized to transact business 
in this State and its jurisdiction of incorporation; 
D. 
That all fees and penalties owed to this State have been 
paid if: 
(1) 
Payment 
is 
reflected 
in 
the 
records 
of 
the 
Secretary of State; and 
(2) 
Nonpayment affects the existence or authorization 
of the domestic or foreign corporation; 
E. 
That 
the 
corporation's 
most 
recent 
annual 
report 
required by section 1621 has been delivered to the Secretary 
of State; 
F. 
That, if the corporation is a 
articles of dissolution relating to 
not been filed; and 
domestic corporation, 
that corporation have 
G. 
Other facts of record in the office of the Secretary of 
State 
that 
may 
be 
requested 
by 
the 
applicant 
under 
subsection 1. 
3. 
Evidence of existence or authority. 
Subject to any 
qualification 
stated 
in 
the 
certificate, 
a 
certificate 
of 
existence or certificate of authority issued by the Secretary of 
State may be relied upon as conclusive evidence that the domestic 
or 
foreign corporation is in existence or is authorized to 
transact business in this State. 
Sec. B-39. 13-C MRSA §130, sub-§4 is enacted to read: 
4. 
Certificate of fact. 
In addition to 
a 
certificate 
authorized under subsection 2, the Secretary of State may issue a 
certificate attesting to any fact of record in the office of the 
Secretary of State that may be requested by the applicant under 
subsection 1. 
Sec. B-40. 13-C MRSA §§142 and 143 are enacted to read: 
§142. 
Access to Secreta£y of State's database 
The Secretary of State may provide public access to the 
database of the Department of the Secretary of State through a 
dial-in modem, public terminals and electronic duplicates of the 
database. 
If access to the database is provided to the public, 
the Secretary of State 
may 
adopt 
rules to establish 
a 
fee 
schedule and governing procedures. 
Rules adopted pursuant to 
this section are routine technical rules as defined in Title 5, 
chapter 375, subchapter 2-A. 
§143. 
Publications 
1. 
Informational publications. 
The Secretary of State may 
establish by rule a fee schedule to cover the cost of printing 
and distribution of publications and to set forth the procedures 
for the sale of these publications. 
Rules adopted pursuant to 
this subsection are routine technical rules as defined in Title 
5, chapter 375, subchapter 2-A. 
2. 
Funds; fees deposited. 
All fees collected pursuant to 
this section must be deposited in a fund for use by the Secretary 
of State for the purpose of replacing and updating publications 
offered in accordance with this Title 
and 
for 
funding 
new 
publications. 
Sec. B-41. 13-C MRS A §202, sub-§l, 1f1fB to D, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
authorized to 
of shares, the 
rights in each 
B. 
The number of shares the corporation is 
issue and, if there are 2 or more classes 
number of shares and a description of the 
class, as provided in section 601, subsection 1; 
C. 
The street address and a mailing address, if different, 
of the corporation' s initial registered office and the name 
of its initial clerk at that office. 
For the address, a 
post 
office 
box 
alone 
is 
not 
sufficient 
to 
meet 
the 
requirements of this paragraph; and 
D. 
The name and address of each incorporatorT-aBa~ 
Sec. B-42. 13-C MRSA §202, sub-§l, 1fE, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed. 
Sec. B-43. 13-C MRSA §202, sub-§6 is enacted to read: 
6. 
Extrinsic 
facts. 
Provisions 
of 
the 
articles 
of 
incorporation 
may 
be 
made 
dependent 
upon 
facts 
objectively 
ascertainable outside the articles of incorporation in accordance 
with section 121, subsection 10. 
Sec. B-44. 13-C MRSA §301, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Purpose of engaging in lawful business. 
A corporation 
iBe9~F9~aEea--aBae~ subject to 
this 
Act 
has 
the 
purpose 
of 
engaging in any lawful business unless a more limited purpose is 
set forth in the articles of incorporation. 
Sec. B-45. 13-C MRSA §401, sub-§2, 1f1fA and C, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
A. 
The 
name 
of 
a 
corporation, 
nonprofit 
corporation, 
limited liability company, limited liability partnership or 
limited 
partnership 
that 
is 
incorporated, 
organized 
or 
authorized to transact business or carryon activities in 
this State; 
c. 
Marks registered under Title 10, chapter 30l-A unless 
the registered owner or holder of the mark is the same 
person or entity as the corporation seeking to use a name 
that is not distinguishable on the records of the Secretary 
of State and files proof of ownership with the Secretary of 
State. 
Sec. B-46. 13-C MRSA §401, sub-§6, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
6. 
Determining distinguishability. 
In determining whether 
names are "distinguishable on the records," the Secretary of 
State shall disregard the following: 
A. 
The words or abbreviations of words that describe the 
nature of the entity, including "professional association," 
"corporation," 
"company," 
"incorporated," 
"chartered, " 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company, " "limited 
liability 
partnership-,,-" 
"registered 
limited 
liability 
partnership," 
"service 
corporation" 
or 
"professional 
corporation"; 
B. 
The presence or absence of the words or symbols of the 
words "andr " and "the" aaEi.-!.!a!.!; and 
C. 
The 
differences 
in 
the 
use 
of 
punctuation, 
capitalization or special characterst-aaEi.i 
gT--~ae-Q4~~e~en€e£-4~~~~~~~b&~-aBG-plaFal-~eFms 
e~-weFasT 
Sec. B-47. 13-C MRSA §401, sub-§7 is enacted to read: 
7. 
Change of corporate name by foreign corporation. 
I f 
a 
foreign corporation authorized to transact business in this State 
changes its corporate name to one that does not satisfy the 
re<Iuirements of this section, the foreign corporation may not 
transact business in this State under the proposed new name until 
it ado~ts a name satisfying the re<Iuirements of this section and 
files an amended 
ap~lication for authority under section 1504 
that is accompanied by a statement of use of a fictitious name 
under section 404. 
Sec. B-48. 13-C MRSA §403, sub-§2, 1fB, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
B. 
Is 
accompanied by 
a 
certificate of existence or 
a 
document 
of 
similar 
import 
duly 
authenticated 
by 
the 
SeeFe~a~y-~--S~a~e secretary of state or other official 
having custody of corporate records in the state or country 
under whose 
law the foreign corporation is incorporated. 
SReh The certificate of existence shall must have been made 
not 
more 
than 
days 
prior 
to 
the 
delivery 
of 
the 
application for filing. 
Sec. B-49. 13-C MRSA §403, sub-§S, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
5. 
Qualify as foreign corporation. 
A foreign corporation 
whose registration is effective may, after the registration is 
effective, qualify as a foreign corporation under the registered 
name or may consent in writing to the use of that name by a 
corporation iBeeFpeFa~ea-RBaeF ~ub~ct to this Act or by another 
foreign 
corporation 
authorized 
to transact business 
in this 
State. The registration terminates when the domestic corporation 
is incorporated or the foreign corporation qualifies or consents 
to the qualification of another foreign corporation under the 
registered name. 
Sec. B-SO. 13-C MRSA §404, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
A~~umed name; 
"assumed name" includes 
separately incorporated 
real corporate name and 
a corporation, except a 
defined. 
As 
used 
~n this 
section, 
a trade name, the name of a division not 
and not used in conjunction with the ~FHe 
any name other than the ~FHe real name of 
fictitious name. 
Sec. B-Sl. 13-C MRSA §404, sub-§4, ~~A, C and D, as enacted by 
PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended 
to read: 
A. 
The corporate name 
aBa--t-he--aaa.£e££---G-E---i-t-&--Fe4§fi6~eFea 
effiee; 
C. 
The assumed or fictitious name that it proposes to use; 
aBa 
D. 
If the assumed 
eF-.f-i€~-i~ieHs name is not to be used at 
all of the corporation I s places of business in this State, 
the locations where it will be usedT; and 
Sec. B-S2. 13-C MRSA §404, sub-§4, 1rE is enacted to read: 
E. 
If the cor~oration is a foreign cor~oration: 
(1) 
The jurisdiction of incorporation; and 
(2) 
The date on which it was authorized to transact 
business in this State. 
Sec. B-53. 13-C MRSA §404, sub-§8, 1fA, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A. 
The name of the corporation aRa---t:he---ad<k-es-s---e;f--its 
~e~iste~ea-e~~iee; 
Sec. B-54. 13-C MRSA §501, sub-§§1 and 2, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
1. 
Clerk. 
Each domestic corporation to which this Act 
applies shall maintain in this State a clerk, who is a natural 
person resident in this State. 
The clerk may be, but is not 
required 
to 
be r 
one 
of 
the 
directors 
or 
officers 
of 
the 
corporation, 
or the clerk may 
be 
a 
person holding no other 
position with the corporation. 
The clerk must be appointed by 
the corporation's board of directors unless the articles of 
incorporation 
reserve 
appointment 
of 
the 
clerk 
to 
the 
shareholders. 
The clerk of a corporation is not an officer but 
performs the functions provided in this Act. 
The duties of the 
clerk are ministerial only, and the clerk is not liable in that 
(,Fluor; ty for rlny 1; rlh; 1; t; AS of t.hp. (;orporntiOD. including. but 
not limited to, debts, claims, taxes, fines or penalties. 
Unless 
otherwise provided by the bylaws, the clerk shall keep on file a 
list of all shareholders of the corporation and keep, in a book 
kept for that purpose, the records of all shareholders' meetings, 
including all records of all votes and minutes of the meetings. 
These records may be kept by the clerk at the registered office 
or another office of the corporation to which the clerk has ready 
access. 
The clerk may certify all votes, resolutions and actions 
of the shareholders and may certify all votes, resolutions and 
actions 
of 
the 
corporation's 
board 
of 
directors 
and 
its 
committees. 
2. 
Registered 
office. 
The 
clerk 
shall 
maintain 
a 
registered office at some fixed place within this State, which 
may be, but need not be, the corporation's place of business. 
~ae--e~eF~--~~~-~-~~-~~-~4~-~~~~~-e~--tae--e~e~k 
e~sewae~e-iR-tais-AetT 
Sec. B-55. 13-C MRS A §501, sub-§§5, 7 and 10, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
5. 
Resignation of clerk. 
The clerk of a corporation may 
resign upon filing a written notice of the resignation with the 
Secretary of State and by mailing a copy of the notice to 
t:~e 
FFesiaeBt:-eF-~FeaSQFet any officer of the corporation or, if eet:~ 
eE-~h~~~~~~~r&-vaeaBt: there are no officers, to any of the 
corporation's directors or, if there are no directors, to any of 
the 
corporation's 
shareholders. 
The 
notice 
filed 
with 
the 
Secretary of State must recite that a copy of the notice has been 
mailed to the 
eetpeFa~e--e:fEieet individual designated in this 
subsection and must specify the eetFetat:e-eEtieet~s name aBa, the 
corporate office held and the address to which the notice was 
mailed. 
The resignation takes effect upon the filing of the 
resignation by the Secretary of State. 
7. 
Name or address change. 
If the name of the current 
clerk or address of the registered office eE-~~e-€±eFk of one or 
more corporations changes from the name of the current clerk or 
address of the registered office appearing on the record in the 
office of the Secretary of State, the clerk shall execute and 
deliver for filing, in accordance with section 121, a statement 
setting forth: 
A. 
The name of the clerk appearing on the record in the 
office of the Secretary of State; 
B. 
If the current clerk has had a name change, the new name 
of the clerk: 
C. 
The address of the registered office appearing on the 
record in the office of the Secretary of State; 
D. 
If the address of the registered office has changed, the 
address of the new registered office, including the street 
address 
and 
a 
mailing address, 
if different. 
For 
the 
address, a post office box alone is not sufficient to meet 
the requirements of this paragraph; 
E. 
The Bames name of each eE-~he--£-&r~-at-i-€Hl£---o-f--W&i-e-&-t:~e 
e±eFk--is--€±etk 
corporation 
affected 
by 
the 
change 
as 
provided in this subsection; and 
F. 
A recitation that states that a notice of the change has 
been sent to each of the corporations. 
In lieu of the bulk filing, the clerk may file for each such 
corporation a separate statement containing the information. 
10. 
Document filed to change clerk. 
Any document 
filed by the Secretary of State, the effect of which is to 
the clerk, 
must 
be 
signed 
by 
the 
person designated 
to be 
change 
in the 
document as the new clerk or in accordance with subsection 3 and 
section 121, subsection 5, paragraph A, B or C. 
Sec. B-56. 13-C MRSA §§601 and 602, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: 
§601. Authorized shares 
1. 
Classes 
and 
number 
of 
shares 
authorized. 
A 
corporation's articles of incorporation must pFes€'E-i£l.e--t.he set 
forth any classes of shares and series of shares within a class, 
and the number of shares of each class or series that the 
corporation is authorized to issue. 
If more than one class or 
series of shares is authorized, 
the articles of incorporation 
must prescribe a distinguishing designation for each class or 
series and must describe, prior to the issuance of shares of a 
class or series, the terms, including the preferences, rights and 
limi tations 
a:Ae.--r-€-l-a-t-i-¥e--F~ht.s of that class fRlist--be--4eseFi-see. 
i:A--t-he--aFt.i-eles--t>-f"--i-nee-FpeFat.ie:A or series. 
All Except to the 
extent varied as permitted by this section, all shares of a class 
or series must have terms, 
including preferences, 
rights and 
limitations 
a:Ae.-'EeJative-'E-i~Bts that are identical with those of 
other shares of the same 
classT--e-,K~--t:e--t".he-~-ent:--etheFwise 
peFfRitt;ee.-sy-seet;ia:A-eQa or series. 
2. 
Voting rights authorized. 
A corporation's articles of 
incorporation must authorize one or more classes 
~_~titi of 
shares that together have unlimited voting rights and one or more 
classes or series of shares, which may be the same class or 
classes or series as those with voting rights, that together are 
entitled to 
receive 
the net 
assets 
of 
the 
corporation 
upon 
dissolution. 
3. 
Designations, 
preferences, 
limitations 
and 
relative 
rights. 
A corporation's articles of incorporation may authorize 
one or more classes or series of shares that: 
A. 
Have special, conditional or limited voting rights or no 
right Lo 
vot.e, 
except to the extent pl'&lit.i1:lit;ea otherwise 
provided by this Act; 
B. 
Are 
redeemable 
or 
convertible 
as 
specified 
in the 
articles of incorporation: 
(1) 
At the option of the corporation, the shareholder 
or 
another 
person 
or 
upon 
the 
occurrence 
of 
a 
e.esi~:Aat;ee. specified event; 
(2) 
For 
cash, 
property; aF and 
indebtedness, 
securities 
or 
other 
(3) 
±a-~~ignat~-am&~a~-e~-~~~~-ameaat At prices 
and in amounts specified, or determined in accordance 
with a 
aesi~aatea formula e~-by-~~~~-B&-eHt~iasie 
aata-e~-eY'eats; 
C. 
Entitle the holders to distributions calculated in any 
manner, 
including 
dividends 
that 
may 
be 
cumulative, 
noncumulative or partially cumulative; or 
D. 
Have preference over any other class or series of shares 
with 
respect 
to 
distributions, 
including 
aiviaeaas--aBa 
distributions upon the dissolution of the corporation. 
The description of the designations, 
and relative rights of share classes 
exhaustive. 
preferences, limitations, 
in this subsection is not 
4. 
Rules of construction for preferred shares. 
Unless 
otherwise provided by this Act or by a corporation's articles of 
incorporation or by resolution of the board of directors in the 
case of shares whose terms may be fixed as provided by section 
602: 
A. 
Shares that are preferred as to dividends are deemed 
cumulative preferred shares; 
B. 
Shares 
that are preferred 
as 
entitled to participate in dividends 
the stated dividend preference; 
to 
dividends 
beyond the 
are 
not 
amount of 
C. 
Shares that are preferred as to dividends are preferred, 
on liquidation of the corporation, to the extent of the par 
or stated value of the shares, if any; 
D. 
Shares that are preferred as to liquidation are not 
enti tIed to participate in liquidation payments beyond the 
amount of the liquidation preference stated in the articles 
of incorporation or implied under paragraph C; 
E. 
If preferred shares 
cumulative as 
entitled to 
a 
preferential 
payment 
on 
payment must also include the amount of 
but unpaid as of the date of liquidation; 
to 
dividends 
are 
liquidation, 
the 
dividends accrued 
F. 
Shares that are preferred as to dividends or as to 
payments upon liquidation are not entitled to vote; and 
G. 
"Liquidation," 
like import shall 
"rights upon 
refer to the 
liquidation" and terms 
formal dissolution of 
of 
the 
corporation. 
Sale 
of 
all 
the 
corporate 
assets 
or 
participation 
of 
the 
corporation 
in 
a 
merger 
or 
consolidation is not deemed a liquidation. 
This 
subsection does 
not apply to shares 
already issued or 
authorized on December 31, 1971. 
5. 
Extrinsic facts. 
Terms of shares may be made dependent 
upon facts objectively ascertainable outside the articles of 
incorporation in accordance with section 121, subsection 10. 
6. 
Variations among holders. 
Any of the terms of shares 
may vary among holders of the same class or series of shares as 
long as the variations are expressly set forth in the articles of 
incorporation. 
§602. Terms of class or series determined by board 
of directors 
1. 
Determination by board of directors. 
If a corporation's 
articles of incorporation provide, the board of directors FRay 
ee~eFFRiBeT--~-whed€--9F-~~r--~be--~~B&~ne&&r-~~~~~~~-aBe 
Fela~ive-Fi~b~6-w~~h~£-~h€-~~~~~~-~~~~-~-&&&~~~-&~~-9~-aBy 
elass-~-~~-~B&~-~be-~~~~-aBy-6ha£e6-~--&G&~-elass 
9F-~£€-~-~~-seFies-w~~h~£-~-&~a&&-BeE9Fe-~h€--~-&~-aBy 
SRaFe&-eE-~ba~-6eFiesT is authorized without shareholder approval 
to: 
A. 
Classify any unissued shares into one or more classes or 
into one or more series within a class; 
B. 
Reclassify any unissued shares of any class into one or 
more classes or into one or more series within one or more 
classes; or 
C. 
Reclassify any unissued shares of any series of any 
class into one or more classes or into one or more series 
within a class. 
aT---Se£~es--~--~--Q~s~~sqa~sh~Bq--de6i~a~ieRT---Eaeb 
seFies-eE-a-elass-FRQs~-Be-~iveB-a-eis~iB~QisRiB~-eesi~Ba~ieBT 
2-A. 
Terms 
fixed 
before 
issuance. 
If 
the 
board 
of 
directors 
acts 
pursuant 
to 
subsection 
It 
the 
board 
shall 
determine 
the 
terms 
including 
the 
preferences, 
rights 
and 
limitations to the same extent permitted under section 601, of: 
A. 
Any class of shares before the issuance of any shares of 
that class; or 
B. 
Any series within a class before the issuance of any 
shares of that series. 
~T---*QeR~ieal--~e£m6T---A--££~~€--~--~-~~~-~~&~--Rave 
~~eEe~eBeesT-~imi~a~ieBs-~~~~~~~~-ight~-~n~iGa~-wi~R-tRese 
eE-a~~-~~-~~~--~h&-same-6e£ie6-~-~-~~-~R&-eHteBt 
etRe~wise-~~~-~-the-~~~~~~~~-tRe-~~~-~~~-tRese 
eE-atRe~-se~ies-eE-tRe-same-e±assT 
3-A. 
Filing articles of amendment. 
Before issuing any 
shares of a class or series created under this section, the 
corporation shall deliver to the Secretary of State for filing 
articles of amendment setting forth the terms authorized under 
subsection 1. 
4T--FiliR~-aE~ieles-e~-ameRdmeR~y--g€~~€-~~i~~nY-&RaFes 
eE-a-~~~--&&~i&&-e~eatee-~Be€£-~~~~~r-~h&-ee~~a~atieB 
sRa±±-~~~--~-~he-~~~~-e~-~~~-~~-~i~iB~-~~~-~-e~ 
ameBemeBtT-~~-aF&-~~€£~~¥€-~~~~~-sha£ehe~ee£-~~-~r-tRat 
set-~e~tR+ 
I!T--.!i.'-be-~~-aF-~he--amendment:--Ge-~Fffii-ni-B<J-the-~~-ffi6-~~-tRe 
e±ass-e~-se~ies-e~-sRa~esT 
gT--~~~~-~Ra~-~he-~--wa&-ealy-~~~~-tRe 
Bea~e-eE-ei~eeta~sT 
Sec. B-57. 13-C MRSA §625, 
A, §2 and affected by Pt. B, 
enacted in its place: 
as enacted by PL 2001, c. 640, Pt. 
§7, is repealed and the following 
§625. Share options 
1. 
Board authority to issue options. 
A corporation may 
issue rights, options or warrants for the purchase of shares or 
other securities of the corporation. 
The corporation's board of 
directors shall determine: 
A. 
The terms upon which the rights, options or warrants are 
issued: and 
B. 
The terms including the consideration for which the 
shares or other securities are issued. 
The authorization by the board of directors for the corporation 
to 
issue 
these 
rights, 
options 
or 
warrants 
constitutes 
authorization of the issuance of the shares or other securities 
for which the rights, options or warrants are exercisable. 
2. 
Limitations based on holdings. 
The terms and conditions 
of these rights, options or warrants, including those outstanding 
on the effective date of this section, 
may include, without 
limitation, restrictions or conditions that: 
A. 
Preclude or limit the exercise, transfer or receipt of 
these rights, options or warrants by any person or persons 
owning 
or 
offering 
to 
acquire 
a 
specified 
number 
or 
percentage of the outstanding shares or other securities of 
the corporation or by any transferee of the person: or 
B. 
Invalidate or void these rights, options or warrants 
held by the person or the transferee. 
Sec. B-58. 13-C MRSA §641, sub-§4 is enacted to read: 
4. 
Preemptive rights. 
Nothing in this section detracts 
from or takes away the preemptive rights that pertained to any 
shares of a corporation that were issued and outstanding on June 
30, 
2003. 
The rights may be altered by an amendment adopted 
pursuant to chapter 10. 
Sec. B-59. 13-C MRSA §703, sub-§l, 'dB, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
B. 
On application of a shareholder who signed a demand for 
a special meeting valid under section 702 if: 
(1) 
Notice of the special meeting was not given within 
days after the date the demand was delivered to the 
eeF~eFaEieR~s-seeFeEaFY corporation clerk; or 
(2) 
The special meeting was not held in accordance 
with the notice required by section 705, subsection 3. 
Sec. B-60. 13-C MRSA §723, sub-§5, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
5. 
Death or 
incapacity of shareholder. 
The 
death or 
incapacity of a shareholder who appointed a proxy does not affect 
the right of a corporation to accept the proxy's authority unless 
notice of the death or incapacity is received by the seeFeEaFY 
clerk or eEReF an officer or agent authorized to tabulate votes 
before 
the 
proxy 
exercises 
the 
proxy'S 
authority under 
the 
appointment. 
Sec. B-61. 13-C MRSA §727, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Quorum. 
Shares entitled to vote as a separate voting 
group may take action on a matter at a meeting only if a quorum 
of those shares exists with respect to that matter. 
Unless the 
corporation's articles of incorporation or this 
Act provides 
e~heFwise for a greater or lesser guorum, a majority of the votes 
entitled to be cast on the matter by the voting group constitutes 
a 
quorum of that voting group for action on that matter. 
b. 
guorum may not consist of less than 1/3 of the shares of a voting 
group entitled to vote on a matter. 
Sec. B-62. 13-C MRSA §731, sub-§3, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Clerk; officer; employee_ 
An inspector may be the clerk 
or an officer or employee of the corporation. 
Sec. B-63. 13-C MRSA §743, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Requirements for 
authorized by this section 
paragraphs. 
shareholder agreement. 
An 
agreement 
must comply with each of the following 
A. 
Th~ agreement must be set forth: 
(I) 
In the articles of 
approved by all persons 
time of the agreement; or 
incorporation or bylaws 
who are shareholders at 
and 
the 
(2) 
In a 
written agreement that is signed by all 
persons 
who 
are 
shareholders 
at 
the 
time 
of 
the 
agreement and is made known to the corporation. 
B. 
The agreement must be subject to amendment only by all 
persons who are shareholders at the time of the amendment, 
unless 
the 
agreement 
provides 
otherwise 
or 
unless 
the 
amendment is governed by subsection 8. 
GT---~~-~~-~--Be--valia--~~-~-~£~~~~€B--EermT 
QBless-~he-a~reemeB~-~reviaes-e~herwi6eT 
An agreement authorized by this section is valid for an unlimited 
term unless the agreement provides otherwise. 
Sec. B-64. 13-C MRSA §808, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Votes 
needed 
to 
authorized, a director may 
sufficient to elect that 
voted against the removal 
remove. 
If 
cumulative 
voting 
is 
not be removed if the number of votes 
director under cumulative voting is 
of that EI.:i:£ee-t.e-£.!-s--:E-em&val director. 
If cumulative voting is not authorized, a director may be removed 
only by the affirmative vote of at least 2/3 of the shares 
entitled to vote on the removal. 
The corporation's articles of 
incorporation may require a greater or lesser vote in order to 
remove directors but not less than a majority of votes cast, 
including, but not limited to, the necessity of a unanimous vote 
of shareholders or relevant voting group. 
Sec. B-65. 13-C MRSA §824, sub-§3, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Waiver by absent director. 
If a meeting otherwise valid 
of the corporation's board of directors is held without call or 
notice when a notice is required, aRy-ae-t.~~-~~~~~-mee~iR~ 
:i:s-~-F-a~ifieEl. any defects of notice are deemed waived by a 
director who did not attend unlessT-a~-t.€-£-~~~~~-&h&-aetieR 
ta*eR-~~--tRe-~~e~~€~y-~--&h&-ffiee£:i:R~T-~~~~F-eGt~F--ffia*es 
FFeffiFt--ea~eetieR--te--tRe--aetieR--ta*eR within 
days 
after 
learning of the meeting and actions taken at the meeting the 
director delivers to the corporation written objection to the 
transacting of business at the meeting. 
Sec. B-66. 13-C MRSA §825, sub-§2, as enacted by PL 200L c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Lower quorum permitted. 
The corporation's articles of 
incorporation or bylaws may authorize a quorum of a corporation's 
board of directors to consist of 
Re-~eweF not less than 1/3 of 
the fixed or prescribed number of directors determined under 
subsection 1. 
Sec. B-67. 13-C MRS A §846, as enacted by PL 2001, c. 640, Pte 
A, §2 and affected by Pt. B, §7, is repealed. 
Sec. B-68. 13-C MRSA §§852, 854 to 857 and 859, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
§S52. Permissible indemnification 
1. 
Standards of conduct. 
Except as otherwise provided in 
this section, a corporation may indemnify an individual who is a 
party to a proceeding because that individual is a director of 
the corporation against liability incurred in the proceeding if: 
A. 
The 
iBaiviaHal~&-~-~-iB-~-~~~~-~£--~Re 
iBaiviaHal-FeaseBaaly-aelievea following criteria are met: 
( 1) 
eapaei~y-~~~~~-r-~~-~Re The individual's conduct 
was in ~he-aes~-iB~eFes~s-ef-~he-eeFpeFa~ieB good faith; 
(2 ) 
was-~--~-Be~-eppe£e£-~~-~~-Be6~-~~~~~~~-~Re 
eeFpeFa~ieBf-aBa The individual reasonably believed: 
(a) 
In the case of conduct in the individual's 
official capacity, that the individual's conduct 
was in the best interests of the corporation; and 
(b) 
In all other cases, that the individual's 
conCluc twas 
Cit __ u_],1:! ai'it_ no t~-,o"-jp:;',pt:'--"'o-",sC>,e,-,"d"--_t",-o",-------"t~h...,e"--~b",-",,e-,,,s'""'t 
interests of the corporation; and 
(3) 
In 
the 
case 
of 
any 
criminal 
individual 
had 
no 
reasonable 
cause 
individual's conduct was unlawful; or 
proceeding, 
to 
believe 
the 
the 
B. 
The 
individual engaged in 
indemnification has 
been 
made 
under 
a 
provision 
of 
the 
i ncorrnr(lt; on 
i'lS 
i'lllt-hnr i 7.pn 
hy 
paragraph E. 
conduct for 
permissible 
corporation's 
spr:tj on 202, 
which broader 
or 
obligatory 
articles 
of 
subsection 2, 
2. 
Employee benefit plan. 
The conduct of a director with 
respect to an employee benefit plan for a purpose the director 
reasonably believed to be in the interests of the participants 
in, and the beneficiaries of, the plan is conduct that satisfies 
the requirement of subsection 1, paragraph A, 
subparagraph (2), 
division (b). 
3. 
Termination 
of 
proceeding. 
The 
termination 
of 
a 
proceeding by judgment, order, settlement or conviction or upon a 
plea of nolo 
contendere or its equivalent is not of itself 
determinative 
that 
the 
director 
did 
not 
meet 
the 
relevant 
standard of conduct described in this section. 
4. 
Limits. 
Unless ordered by a court under section 855, 
subsection 1, paragraph C, a corporation may not indemnify one of 
i~s the corporation's Clirectors: 
A. 
In connection with a proceeding by or in the right of 
the corporation, except for reasonable expenses incurred in 
connection with the proceeding if it is determined that the 
director has met the relevant standard of conduct under 
subsection 1; or 
B. 
In connection with 
any proceeding with respect 
conduct for which the director was adjudged liable on 
basis that the director received a 
financial benefit 
which 
the 
director 
was 
not 
entitled, 
whether 
or 
involving action in the director's official capacity. 
to 
the 
to 
not 
§854. Advance for expenses 
1. 
Conditions. 
A corporation may, before final disposition 
of a 
proceeding, 
advance 
funds 
to pay for or reimburse the 
reasonable expenses incurred by a director who is a party to a 
proceeding because the director is a director of that corporation 
if the director delivers to the corporation: 
A. 
A written affirmation of the director's good faith 
belief that the director has met the relevant standard of 
conduct described in section 852, subsection 1 or that the 
proceeding involves conduct for which liability has been 
eliminated under a provlslon of the corporation's articles 
of incorporation as authorized by section 202, subsection 2, 
paragraph D; and 
B. 
The director's written undertaking to repay any funds 
advanced if the director is not entitled to mandatory 
indemnification under 
section 
and it is ultimately 
determined under section 855 or 856 that the director has 
not 
met 
the 
relevant 
standard of 
conduct 
described in 
section 852. 
2. 
Repayment 
obligation. 
The 
undertaking 
required 
by 
subsection 1, paragraph B must be an unlimited general obligation 
of the director but need not be secured and may be accepted 
without reference to the financial ability of the director to 
make repayment. 
3. 
Authorization 
process. 
Authorizations 
under 
this 
section mQS~ may be made: 
A. 
By the corporation's board of directors: 
(I) 
If there are 2 or more disinterested directors, by 
a majority vote of all the disinterested directors, a 
majority of whom for this purpose constitutes a quorum, 
or by a majority of the members of a committee of 2 or 
more disinterested directors appointed by a majority 
vote of all the disinterested directors; or 
(2) 
If there are fewer than 2 disinterested directors, 
by the vote necessary for action by the corporation's 
board of directors in accordance with section 825, 
subsection 3, in which authorization directors who do 
not qualify as disinterested directors may participate: 
or 
B. 
By the shareholders, but shares owned by or voted under 
the control of a director who at the time does not qualify 
as 
a 
disinterested director 
may 
not 
be 
voted 
on 
the 
authorization. 
§855. Court-ordered indemnification; advance for 
expenses 
1. 
App1ication and order. 
A director who is a party to a 
proceeding because eRae 
the 
director is 
a 
director 
of 
the 
corporation may 
apply for 
indemnification or 
an 
advance 
for 
expenses . to the court conducting the proceeding or to another 
court of competent jurisdiction. After receipt of an application 
and after giving any notice the court considers necessary, the 
court shall: 
A. 
Order indemnification if the court determines that the 
director is entitled to 
mandatory 
indemnification 
under 
section 853; 
B. 
Order indemnification or an advance for expenses if the 
court 
determines 
that 
the 
director 
is 
entitled 
to 
indemnification or an advance for expenses pursuant to a 
provision authorized by section 859, subsection 1; or 
C. 
Order indemnification or an advance for expenses if the 
court determines, in view of all the relevant circumstances, 
that it is fair and reasonable: 
(1) 
To indemnify the director; or 
(2) 
To advance expenses to the director even if the 
director has not met the relevant standard of conduct 
set forth in section 852, 
subsection 1, 
failed to 
comply with section 854 or was adjudged liable in a 
proceeding referred to in section 852, 
subsection 4, 
paragraph A or B, but, if the director was adjudged so 
liable, the director I s indemnification must be limited 
to reasonable expenses incurred in connection with the 
proceeding. 
2. 
Entit1ement to expenses. 
If the court determines that 
the director is entitled to indemnification under subsection 1, 
paragraph A or to indemnification or an advance for expenses 
under subsection 1, paragraph B, the court shall also order the 
corporation to pay the director's reasonable expenses incurred in 
connection with obtaining the court-ordered indemnification or 
advance for expenses. If the court determines that the director 
is entitled to indemnification or an advance for expenses under 
subsection 
1, 
paragraph 
C, 
the 
court 
may 
also 
order 
the 
corporation to pay the director's reasonable expenses 
t;e-.g£>~aiB 
incurred 
in 
connection 
with 
obtaining 
the 
court-ordered 
indemnification or advance for expenses. 
§856. Determination and authorization of indemnification 
1. 
Prerequisites to 
indemnity. 
A corporation may 
not 
indemnify 
a 
director under section 852, 
subsection 1 
unless 
authorized for a specific proceeding after a determination has 
been made that indemnification of the director is permissible 
because the director has met the relevant standard of conduct set 
forth in section 852. 
2. 
Determination process. 
A determination under subsection 
that indemnification is permissible must be made: 
A. 
If there are 2 or more disinterested directors, by the 
corporation's board of directors by a majority vote of all 
the disinterested directors, 
a majority of whom for this 
purpose constitutes 
a 
quorum, 
or by 
a 
majority of the 
members of a committee of 2 or more disinterested directors 
appointed by 
a 
majority vote of all the disinterested 
directors; 
B. 
By special legal counsel: 
(1) 
Selected in the manner prescribed in paragraph A; 
or 
(2) 
If there are fewer than 2 disinterested directors, 
selected by the corporation's board of directors in 
which 
selection 
directors 
who 
do 
not 
qualify 
as 
disinterested directors may participate; or 
C. 
By the shareholders, but shares owned by or voted under 
the control of a director who at the time does not qualify 
as 
a 
disinterested director 
may 
not 
be 
voted 
on 
the 
determination. 
3. 
Authorization process. 
Authorization of indemnification 
must 
be 
made 
in the 
same 
manner 
as 
the determination that 
indemnification is permissible, except that if there are fewer 
than 2 disinterested directors or if the determination is made by 
special legal counsel, authorization of indemnification must be 
made 
by 
those 
entitled 
under 
subsection 
2, 
paragraph 
B, 
subparagraph (2) to select special legal counsel. 
§857. Indemnification of officers 
1. 
Permissible scope. 
A corporation may 
indemnify 
advance expenses under this subchapter to an officer of 
corporation who is a party to a 
proceeding because t:aat: 
officer is an officer of the corporation: 
A. 
To the same extent as a director; and 
and 
the 
the 
B. 
If the officer is an officer but not a director, to such 
further extent as 
may 
be provided by the corporation's 
articles of incorporation, the bylaws, a resolution of the 
corporation's board of directors or a contract except for: 
(1) 
Liability in connection with a proceeding by or in 
the right of the corporation other than for reasonable 
expenses incurred in connection with the proceeding; or 
(2) 
Liability arising out of conduct that constitutes: 
(a) 
Receipt by the officer of a financial benefit 
to which the officer is not entitled; 
(b) 
An 
intentional infliction of harm 
on the 
corporation or the shareholders; or 
(c) 
An intentional violation of criminal law. 
2. 
Dual capacity. 
Subsection 1, paragraph B applies to an 
officer who is also a director if the basis on which the officer 
is made a party to the proceeding is an act or omission solely as 
an officer. 
3. 
Mandatory indemnification. 
An officer who is not a 
director is entitled to mandatory indemnification under section 
and 
may 
apply 
to 
a 
court 
under 
section 
for 
indemnification or an advance for expenses, in each case to the 
same 
extent 
to 
which 
a 
director 
may 
be 
entitled 
to 
indemnification or an advance for expenses under those provisions. 
§859. Variation by corporate action; application 
of subchapter 
1. 
Undertakings to indemnify. 
A corporation may, 
by a 
provision in its articles of incorporation or bylaws or in a 
resolution 
adopted or 
a 
contract 
approved 
by its board of 
directors or shareholders, obligate itself in advance of the act 
or 
omission 
giving 
rise 
to 
a 
proceeding 
to 
provide 
indemnification in accordance with section 852 or advance funds 
to pay for or reimburse expenses in accordance with section 854. 
AllY--SoU€B. Such an obligatory provision is deemed to satisfy the 
requirements 
for 
authorization referred to 
in sections 
854, 
subsection 3 
and 856, 
subsection 3. 
Any such provision that 
obligates 
the 
corporation to provide 
indemnification to 
the 
fullest extent permitted by 
law is 
deemed 
to obligate 
the 
corporation to advance funds to pay for or reimburse expenses in 
accordance with section 854 to the fullest extent permitted by 
law, unless the provision specifically provides otherwise. 
2. 
Predecessors. 
Ally A provision pursuant to subsection 1 
may not obligate the corporation to indemnify or advance expenses 
to a director of a predecessor of the corporation pertaining to 
conduct 
with 
respect 
to 
the 
predecessor 
unless 
otherwise 
specifically provided. 
Ally A provision for indemnification or an 
advance 
for 
expenses 
in 
the 
corporation's 
articles 
of 
incorporation or bylaws or a 
resolution of the corporation's 
board of directors or shareholders of 
a 
predecessor of 
the 
corporation in a merger or in a contract to which the predecessor 
is a party, existing at the time the merger takes effect, is 
governed by section 1107, subsection 1, paragraph D. 
3. 
Limits. 
A corporation may, 
by 
a 
provision in its 
articles 
of 
incorporation, 
limit 
aRy--~~ 
the 
rights 
to 
indemnification or an advance for expenses created by or pursuant 
to this subchapter. 
4. 
Witness expenses. 
This subchapter does not limit a 
corporation's power to payor reimburse expenses incurred by a 
director or an officer in connection with the director's or 
officer's appearance as a witness in a proceeding at a time when 
the director or officer is not a party to the proceeding. 
5. 
Insurance. 
This 
subchapter 
does 
not 
limit 
a 
corporation's power to indemnify, advance expenses to or provide 
or maintain insurance on behalf of an employee or agent. 
Sec. B-69. 13-C MRSA §874, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Qualified 
shares. 
For 
purposes 
of 
this 
section, 
"qualified shares" means any shares entitled to vote with respect 
to the director's conflicting-interest transaction except shares 
that, 
to the knowledge, 
before the vote, of the clerk, 
the 
secretary or other officer or agent of the corporation authorized 
to tabulate votes, are beneficially owned or the voting of which 
is controlled by 
a 
director who 
has 
a 
conflicting interest 
respecting 
the 
transaction or 
by 
a 
related person 
of 
the 
director, or both. 
Sec. B-70. 13-C MRS A §921, sub-§5, as enac ted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
5. 
Transitional 
rule. 
If 
any 
debt 
security, 
note 
or 
similar evidence of indebtedness 
for 
money 
borrowed, 
whether 
secured or unsecured, or a contract of any kind issued, incurred 
or executed by a domestic business corporation before July 1, 
2003 contains a provision applying to a merger of the corporation 
and the 
document 
does 
not refer to 
a 
domestication of 
the 
corporation, the provision is deemed to apply to a domestication 
of the corporation until 
such time 
after that date 
as 
the 
provision is amended. 
Sec. B-71. 13-C MRSA §921, sub-§6 is enacted to read: 
6. 
Extrinsic facts. 
Terms of a plan of domestication may 
be made dependent upon facts objectively ascertainable outside 
the plan in accordance with section 121, subsection 10. 
Sec. B-72. 13-C MRSA §922, sub-§7, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
7. 
Transitional 
rule. 
If 
any 
provision 
of 
the 
corporation's articles 
of 
inc0rp0r~tinn nr 
hylRws 
or of 
an 
agreement to which any of the directors or shareholders are 
parties, adopted or entered into before July 1, 2003, applies to 
a merger of the corporation and that document does not refer to a 
domestication of the corporation, 
the 
prov~s~on is deemed to 
apply to a domestication of the corporation until 6ae~-~iffie-af~eF 
~aa~-aa~e-a6 the provision is amended. 
Sec. B-73. 13-C MRSA §922, sub-§8 is enacted to read: 
8. 
Consent of shareholders. 
A plan of domestication may be 
approved for a participating corporation by written consent of 
shareholders entitled to vote, as provided in section 704. 
If 
the plan of domestication is approved by written consent of all 
shareholders, whether or not entitled to vote, a resolution of 
the 
board 
of 
directors 
of 
the 
participating 
corporation 
approving, 
proposing, 
submitting, 
recommending 
or 
otherwise 
respecting 
the 
plan 
of 
domestication 
is 
not 
necessary 
and 
shareholders of the participating corporation are not entitled to 
receive notice of or to dissent from the plan of domestication. 
Sec. B-74. 13-C MRSA §926, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Abandonment 
of 
domestication 
by 
domestic 
business 
corporation. 
Unless 
otherwise 
provided 
in 
a 
plan 
of 
domestication of a domestic business corporation, after the plan 
has been adopted and approved as required by this subchapter and 
at any time before the domestication has become effective, it may 
be abandoned by the corporation's board of directors without 
action by the shareholders. 
If a 
domestication is abandoned under this subsection after 
articles of charter surrender have been filed with the Secretary 
of State but before the domestication has become effective, a 
statement that the domestication has been abandoned in accordance 
with 
this 
section, 
executed 
by 
an 
officer 
or 
other 
duly 
authorized 
representative 
e~ 
of 
the 
corporation, 
must 
be 
delivered to the Secretary of State for filing prior to the 
effective date of the domestication. 
The statement takes effect 
upon filing, and the domestication is considered abandoned and 
does not become effective. 
Sec. B-75. 13-C MRSA §931, sub-§5, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
5. 
Transitional rule. 
If 
any 
debt 
security, 
note 
or 
similar evidence of indebtedness for 
money 
borrowed, 
whether 
secured or unsecured, or a contract of any kind issued, incurred 
or executed by a domestic business corporation before July 1, 
2003 contains a provision i'lppl yi ng to n mf!rgf!r of the domestic 
business 
corporation 
and 
the 
document 
does 
not 
refer 
to 
a 
nonprofit conversion of the domestic business corporation, the 
provision is deemed to apply to a nonprofit conversion of the 
domestic business corporation until s~eR-~ime-~~~-~~-GaB&-as 
the provision is amended. 
Sec. B-76. 13-C MRSA §931, sub-§6 is enacted to read: 
6. 
Extrinsic 
facts. 
Terms 
of 
a 
plan 
of 
nonprofit 
conversion 
may 
be 
made 
de)?endent 
u)?on 
facts 
objectively 
ascertainable outside the plan in accordance with section 121, 
subsection 10. 
Sec. B-77. 13-C MRSA §932, sub-§§5 and 7, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
5. 
Majority approval. 
Unless the corporation's articles of 
incorporation or its board of 
directors acting pursuant 
to 
subsection 3 requires a greater vote, approval of the plan of 
nonprofit conversion requires the approval of the shareholders by 
a majority of all the votes entitled to be cast on the plan by 
the shareholders and, if any class or series is entitled to vote 
as a separate voting group on the plan, the approval of each such 
separate voting group by a majority of all the votes entitled to 
be cast on the plan by that voting group. 
The articles of 
incorporation may provide that the plan may be approved by a 
lesser vote of each voting group entitled to vote on the plan but 
in no case less than a majority of the votes cast by that voting 
group at a meeting at which there exists, for each such voting 
group, a quorum consisting of at least a majority of the votes 
entitled to be cast on the plan by each voting group entitled to 
vote on the plan; 
7. 
Transitional 
rule. 
If 
any 
provision 
of 
the 
corporation's articles of 
incorporation or 
bylaws 
or 
of 
an 
agreement to which any of the directors or shareholders are 
parties, adopted or entered into before July 1, 2003, applies to 
a merger of the domestic business corporation and the document 
does not refer to a nonprofit conversion of the domestic business 
corporation, the provision is deemed to apply to a nonprofit 
conversion of the domestic business corporation until 
6aeh-~ime 
aE~e~-~ha~-aa~e-a6 the provision is amended. 
Sec. B-78. 13-C MRSA §932, sub-§8 is enacted to read: 
8. 
Consent of shareholders. A plan of nonprofit conversion 
may 
be 
approved 
for 
a 
participating corporation 
by written 
consent of shareholders entitled to vote, as provided in section 
704. 
If the plan of nonprofi~ rnnvPTsinn is a~prQyed by written 
consent of all shareholders, whether or not entitled to vote, a 
resolution 
of 
the 
board 
of 
directors 
of 
the 
participating 
corporation approving, 
proposing, 
submitting, 
recommending 
or 
otherwise respecting the plan of nonprofit conversion is not 
necessary and shareholders of the participating corporation are 
not entitled to receive notice of or to dissent from the plan of 
nonprofit conversion. 
Sec. B-79. 13-C MRSA §933, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Provisions of articles of nonprofit conversion. 
The 
articles of nonprofit conversion must either contain all the 
provisions that the Maine Nonprofit Corporation Act requires to 
be set forth in articles of incorporation of a domestic nonprofit 
corporation with any other desired provisions permitted by the 
Maine Nonprofit Corporation Act or have attached articles of 
incorporation 
that 
satisfy 
the 
requirements 
of 
the 
Maine 
Nonprofit Corporation Act. 
In either case, provisions that would 
not be required by ebap~eF-1Q the Maine Nonprofit Corporation Act 
to 
be 
included in restated articles of 
incorporation 
of 
a 
domestic nonprofit corporation may be omitted. 
Sec. B-SO. 13-C MRSA §935, sub-§2, ,A, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A. 
Appoint the Secretary of State as its agent for service 
of 
process 
in 
a 
proceeding 
to 
enforce 
the 
rights 
of 
shareholders who 
exercise appraisal rights in connection 
with the conversion and that domestic business corporation 
shall provide a mailing address to which the Secretary of 
State may mail a copy of any process served on the Secretary 
of State; and 
Sec. B-Sl. 13-C MRSA §942, sub-§4, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
4. 
Certificate of authority. 
If the foreign nonprofit 
corporation 
is 
authorized 
to 
~Faa6a€-t.---:a.bl:&j,.aess 
carryon 
activities in this State under 
the provisions of the 
Maine 
Nonprofit 
Corporation 
Act, 
its certificate 
of 
authority is 
cancelled 
automatically 
on 
the 
effective 
date 
of 
its 
domestication and conversion. 
Sec. B-S2. 13-C MRSA §952, sub-§§3 and 5, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
3. 
Entity conversion. 
A domestic unincorporated entity may 
become a. domeetic business corporation. 
Section QS7 governs the 
effect of converting to a domestic business corporation. 
If the 
organic law of a domestic unincorporated entity does not provide 
procedures 
for 
the 
approval 
of 
an 
entity 
conversion, 
the 
conversion 
must 
be 
adopted 
and 
approved, 
and 
the 
entity 
conversion effectuated, in the same manner as a merger of the 
unincorporated entity, and its interest holders are entitled to 
appraisal rights if appraisal rights are available upon any type 
of merger under the organic law of the unincorporated entity. 
If 
the organic law of a domestic unincorporated entity does not 
provide 
procedures 
for 
the 
approval 
of 
either 
an 
entity 
conversion or a merger, 
a plan of entity conversion must be 
adopted 
and 
approved, 
the entity conversion effectuated and 
appraisal rights exercised in accordance with the procedures in 
this subchapter and chapter 13. 
Without limiting the provisions 
of 
this 
subsection, 
a 
domestic 
unincorporated 
entity 
whose 
organic law does not provide procedures for the approval of an 
entity conversion is subject to subsection 5 and section 954, 
subsection 
1-
ll.. 
For purposes of applying this subchapter and 
chapter 13: 
A. 
The 
unincorporated entity and its interest holders, 
interests and organic documents taken together are deemed to 
be a 
shares 
versa, 
domestic business corporation 
and articles of incorporation, 
as the context may require; and 
and its shareholders, 
respectively and vice 
B. 
If the business and affairs of the unincorporated entity 
are managed by a group of persons that is not identical to 
the interest holders, that group is deemed to be the board 
of directors. 
5. 
Transitiona1 rule. 
If 
any 
debt security, 
note 
or 
similar evidence of indebtedness 
for 
money 
borrowed, 
whether 
secured or unsecured, or a contract of any kind issued, incurred 
or executed by a domestic business corporation before July 1, 
2003, applies to a merger of the corporation and the document 
does not refer to an entity conversion of the corporation, the 
provision is deemed to apply to an entity conversion of the 
corporation until sHeh-~~~-a~~F-~ha~-~~-as the provision is 
amended. 
Sec. B-83. 13-C MRSA §953, sub-§3 is enacted to read: 
3. 
Extrinsic facts. 
Terms of a plan of entity conversion 
may 
be 
made 
dependent 
upon 
facts 
objectively 
ascertainable 
outside the plan in accordance with section 121, subsection 10. 
Sec. B-84. 13-C MRSA §954, sub-§§5 to 8, as enacted by PL 2001, 
o. 640, Pt. A, §2 and affected by Pt, B, §7, are ampnrlprl to read: 
5. 
Majority approval. 
Unless the corporation's articles of 
incorporation or its board 
of directors 
acting pursuant to 
subsection 3 requires a greater vote, approval of the plan of 
entity conversion requires the approval of the shareholders at a 
meeting by a majority of all the votes entitled to be cast on the 
plan by t;hat; the shareholders, voting as a single voting group. 
The articles of incorporation may provide that the plan may be 
approved by a lesser vote of each voting group entitled to vote 
on the plan but in no case less than a majority of the votes cast 
by that voting group at a meeting at which there exists, for each 
such voting group, a quorum consisting of at least a majority of 
the votes entitled to be cast on the plan by each voting group 
entitled to vote on the plan; 
6. 
Voting groups. 
In addition to the vote required under 
subsection 5, separate voting by voting groups is also required 
by each class or series of shares. 
Unless the corporation IS 
articles of 
~ncorporation or 
the 
board 
of 
directors 
acting 
pursuant to subsection 3 requires a greater vote or a greater 
number of votes to be present, if the corporation has more than 
one class or series of shares outstanding, approval of the plan 
of entity conversion requires the approval of each such separate 
voting group by a majority of the votes entitled to be cast on 
the 
conversion 
by 
that 
voting 
group. 
The 
articles 
of 
incorporation may provide that the plan may be approved by a 
lesser vote of each class or series of shares as provided in 
subsection 5; 
7. 
Transitional 
rule. 
If 
any 
provision 
of 
the 
corporation's articles of 
incorporation or 
bylaws 
or 
of 
an 
agreement to which any of the directors or shareholders are 
parties, adopted or entered into before July 1, 2003, applies to 
a merger of the corporation and the document does not refer to an 
entity conversion of the corporation, the provision is deemed to 
apply to an entity conversion of the corporation until sQeB-~ime 
aEEeF-~BaE-eaEe-as the provision is amended; aRe 
8. 
Written consent. 
If as a result of an entity conversion 
one or more shareholders of the corporation would become subject 
to owner liability for the debts, obligations or liabilities of 
any other person or entity, approval of the plan of conversion 
requires the execution by each such shareholder of a separate 
written consent to become subject to such owner liabilitYT; and 
Sec. B-85. 13-C MRSA §954, sub-§9 is enacted to read: 
9. 
Consent of shareholders. 
A plan of entity conversion 
m~y be 
~rrr0vp~ fnr 
~ 
pAr~i~ipA~ing corporation 
by written 
consent of shareholders entitled to vote, as provided in section 
704. 
If the plan of entity conversion is approved by written 
consent of all shareholders, whether or not entitled to vote, a 
resolution 
of 
the 
board 
of 
directors 
of 
the 
participating 
corporation 
approving, 
proposing, 
submitting, 
recommending 
or 
otherwise 
respecting 
the 
plan 
of 
entity 
conversion 
is 
not 
necessary and shareholders of the participating corporation are 
not entitled to receive notice of or to dissent from the plan of 
nonprofit conversion. 
Sec. B-86. 13-C MRSA §955, sub-§§2 and 3, 
2001, c. 640, Pt. A, §2 and affected by Pt. B, 
read: 
as enacted by PL 
§7, is amended to 
2. 
Conversion to domestic business corporation. 
After the 
conversion of 
a 
domestic unincorporated entity to 
a 
domestic 
business corporation has been adopted and approved as required by 
the organic law of the unincorporated entity, articles of entity 
conversion must 
be executed on behalf of 
the unincorporated 
entity by an officer or other duly authorized representative of 
the eeF~eFaEieR unincorporated entity. 
The articles must: 
A. 
Set 
forth 
the 
name 
of 
the 
unincorporated 
entity 
immediately before the filing of the articles of entity 
conversion 
and 
the 
name 
to 
which 
the 
name 
of 
the 
unincorporated entity is to be changed, which must be a name 
that satisfies the requirements of section 401; 
B. 
Set forth a statement that the plan of entity conversion 
was duly approved in accordance with the organic law of the 
unincorporated entity; and 
c. 
Either contain all the provisions that section 202, 
subsection 
requires 
to 
be 
set forth 
in articles 
of 
incorporation with any other desired provisions that section 
202, 
subsection 2 permits to be included in articles of 
incorporation or have attached articles of incorporation; 
except that, in either case, provisions that would not be 
required 
under 
chapter 
to 
be 
included 
in 
restated 
articles of incorporation of a domestic business corporation 
may be omitted. 
3. 
Conversion by law of foreign jurisdiction. 
After the 
conversion of 
a 
foreign unincorporated entity to 
a 
domestic 
business corporation is authorized as required by the laws of the 
foreign 
jurisdiction, 
articles 
of entity conversion 
must 
be 
executed on behalf of the foreign unincorporated entity by an 
officer 
or 
other 
duly 
authorized 
representative 
of 
the 
P8~PA~i'ltoi8l'1 lln:i nrnrpnri'lrp.o p.nr.j r.y. 
The articles must: 
A. 
Set 
forth 
the 
name 
of 
the 
unincorporated 
entity 
immediately before the filing of the articles of entity 
conversion 
and 
the 
name 
to 
which 
the 
name 
of 
the 
unincorporated entity is to be changed, which must be a name 
that satisfies the requirements of section 401; 
B. 
Set forth the jurisdiction under the laws of which the 
unincorporated entity was organized immediately before the 
filing of the articles of entity conversion and the date on 
which 
the 
unincorporated 
entity 
was 
organized 
in 
that 
jurisdiction: 
C. 
Set 
forth 
a 
statement that 
unincorporated 
entity 
was 
duly 
required by its organic law; and 
the 
conversion 
approved 
in 
the 
of 
the 
manner 
D. 
Either contain all the provisions that section 202, 
subsection 
requires 
to 
be 
set forth 
in articles 
of 
incorporation with any other desired provisions that section 
202, 
subsection 2 permits to be included in articles of 
incorporation or have attached articles of incorporation; 
except that, in either case, provisions that would not be 
required by chapter 10 to be included in restated articles 
of incorporation of a domestic business corporation may be 
omitted. 
Sec. B-87. 13-C MRSA §1003, sub-§§5 and 6, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
5. 
Approval 
by 
majority. 
Unless 
the 
articles 
of 
incorporation or the board of directors, 
acting pursuant to 
subsection 3, requires a greater vote, approval of the amendment 
requires the approval of the shareholders by a majority of all 
the 
votes 
entitled 
to 
be 
cast 
on 
the 
amendment 
by 
the 
shareholdersT--IE and, if any class or series is entitled to vote 
as a separate voting group on the amendment, except as provided 
in 
section 
1004, 
subsection 
3, 
the 
amendment 
requires 
the 
approval of each separate voting group by a majority of all the 
votes entitled to be cast on the amendment by that voting group. 
The articles of incorporation may provide that an amendment may 
be approved by a lesser vote of each voting group entitled to 
vote on the amendment, but in no case less than a majority of the 
votes cast by that voting group at a meeting at which there 
exists, for each such voting group, a quorum consisting of at 
least 
a 
majority of the votes entitled to be cast on 
the 
amendment by each voting group entitled to vote on the amendment. 
6. 
Consent of sbarehold~rs. 
~Be-~~~~~€£-~~-iEeet~eta~ieE 
may-ae-ameaaea An amendment to the articles of incorEoration may 
be aEEroved by written consent of all shareholders entitled to 
vote eE-~ae-ameaameE~, as provided ay in section 704T-5~a5e€~ieE 
±T-Jf-~~~~-it~~~&&&~-i&-~iveB. If the amendment is 
aEEroved by written consent of all shareholders, whether or not 
entitled to 
vote, 
a 
resolution of 
the 
board 
of 
directors 
proposing the amendment is not necessary. 
Sec. B-88. 13-C MRSA §1005, sub-§3, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Initial registered clerk or registered office. 
To 
delete the name and address of the initial te~is~etea-a~eE~ clerk 
or registered office, if a statement of change is on file with 
the Secretary of State; 
Sec. B-89. 13-C MRSA §1005, sub-8, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
8. 
Make approved changes. 
To 
make 
any change expressly 
permitted by section 602, 
s~asee~ieE-4- subsections 1 and 2 A to 
be made without shareholder approval. 
Sec. 8-90. 13-C MRS A §1006, sub-§l, 1f1fB, C and F, as enacted by 
PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended 
to read: 
B. 
The text of each amendment adopted or the information 
required by section 121, subsection 10, paragraph E; 
C. 
If 
an 
amendment 
provides 
for 
an 
exchange, 
reclassification 
or 
cancellation 
of 
issued 
shares, 
provisions for implementing the amendment if not contained 
in the amendment itself I 
which may be dependent upon facts 
objectively ascertainable outside the articles of amendment 
in accordance with section 121, subsection 10; 
F. 
If an amendment required approval by the shareholders, a 
statement that 
the 
amendment 
was 
duly 
approved 
by 
the 
shareholders in the manner required by this Act and by the 
articles of incorporation or, if an amendment is being filed 
pursuant to section 121, subsection 10, a statement to that 
effect. 
Sec. B-91. 13-C MRSA §1007, sub-§I, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Consolidation into single document. 
A corporation's 
board of directors may restate its articles of incorporation at 
any time F 
with or wi thOlIt-
shrlreholder approval, to consolidate 
all amendments into a single document. 
The restatement may omit 
statements 
as 
to 
the 
incorporator 
or 
incorporators 
and 
the 
initial directors. 
Sec. B-92. 13-C MRSA §§1102 and 1103, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: 
§1102. Merger 
1. 
General authority of domestic corporations. 
One or more 
domestic 
business 
corporations 
may 
merge 
with 
one 
or 
more 
domestic 
or 
foreign 
business 
eF--ReRp£e~i~ 
corporations 
or 
1:illilleeFFeFa~ea eligible entities pursuant to a plan of merger 
under this section. 
2. 
Merger with foreign entities. 
A foreign business eF 
llellFFefi~ corporation or a foreign 1:illilleeFFeFa~ea eligible entity 
may be a party to a merger with a domestic business corporation 
or may be created by the terms of a plan of merger under this 
section only if the merger is permitted by the laws under which 
the foreign business 
aF--neRp£e~i~ corporation or 
1:illilleer:Fer:a~ea 
eligible entity is organized or by which it is governed; and 
3. 
Merger not contemplated in organic law. 
If the organic 
law of a domestic aaiaeeFpeFatea eligible entity does not provide 
procedures for the approval of a merger, a plan of merger may be 
adopted 
and 
approved, 
the 
merger 
effectuated, 
and 
appraisal 
rights 
exercised in accordance 
with 
the 
procedures 
in this 
chapter 
and chapter 
13. 
For 
the purposes 
of applying this 
chapter and chapter 13: 
A. 
The 
aaiaeeFpeFatea eligible entity, 
its 
members 
or 
interest holders, eligible interests and organic documents 
taken 
together 
are 
deemed 
to 
be 
a 
domestic 
business 
corporation, 
shareholders, 
shares 
and 
articles 
of 
incorporation, respectively and vice versa as the context 
may require: and 
B. 
If the business 
and 
eligible entity are managed 
not identical to the members 
is deemed to be the board of 
affairs 
of 
by a group 
or interest 
directors. 
the 
aaiaee~pe~atea 
of persons that is 
holders, that group 
4. 
Plan of merger. 
A plan of merger must include: 
A. 
The 
name 
of each 
domestic 
or 
foreign 
business 
e~ 
aeap~eEit corporation or aaiaee~pe~atea eligible entity that 
will merge and the name of the corporation or aaiaee~pe~atea 
eligible entity thAt will be the survivor of the merger; 
B. 
The terms and conditions of the merger: 
C. 
The manner and basis of converting the shares of each 
merging 
domestic 
or 
foreign 
business 
corporationT 
memBe~6aip6---eE---eaea---aeme6tie---e~---Ee~ei~a---aeap~eEit 
ee~pe~atiea and eligible interests of each merging domestic 
or foreign 
aaiaee~pe~atea eligible entity into shares or 
other 
securities, 
memBe~6aip6T 
eligible 
interests, 
obligations, rights to acquire shares r 
Q£ other securities 
or 
iate~e6t eligible interests, cash or other property or 
any combination thereof: 
D. 
The articles of incorporation of any domestic or foreign 
business or nonprofit corporation or the organic documents 
of 
any domestic or 
foreign unincorporated entity to be 
created by the merger or, if a 
new domestic or foreign 
business or nonprofit corporation or unincorporated entity 
is not to be created by the merger, any amendments to the 
survivor I s articles of incorporation or organic documents: 
and 
E. 
Any other provisions required by the laws under which 
any party to the merger is organized or by which it is 
governed, or by the articles of incorporation or organic 
documents of any such person. 
5. 
Extrinsic facts. 
'±Re--t:,.e.FfRS Terms of toRe 
g 
plan of 
merger 
re~erreEi--t.-{)--ia-~i-o-n--4T-~-agr-aphs--8--and--b may be 
made dependent sa upon facts aseertoaiBaale--o-u-t-s-ide--t.ae--p-l-an--sE 
fRer~erT-~-~~-as--t.~-~~~~-aFe objectively ascertainable. 
0 
~ S r - toae- fH:l.-Ff>'9£e£- -E>-f - -t-h-i-£--ffi.lb.se.o.t-i-on-,--' !.f--a-G-t-s-'!.. -inG-:k%de-s-r -&\:l-t:-- 1& - BS to 
lifRit;eEi---~r---t~--~£~-F-Fe££€---s~---a&y--~,---~££~~B~£~---a 
aetoerfRiaatoisa-~r-~~~~-ay-~-~~-SF-~Yr-~~~~~-tone 
eSFpsratoisB..-
outside the plan in accordance with section 121, 
subsection 10. 
6. 
Amend plan prior to filing articles of merger. 
The plan 
of merger may also include a provision that the plan may be 
amended prior to filing the articles of merger with the Secretary 
of State under section 1106, subsection 2. 
If the shareholders 
of a 
domestic corporation that is a party to the merger are 
required or permitted to vote on the plan, the plan must provide 
that subsequent to approval of the plan by the shareholders the 
plan may not be amended to: 
A. 
Change the amount or kind of shares or other securities, 
eligible interests, obligations, rights to acquire shares or 
other securities. 
c~sh nr 
n~her property to be 
received 
under the plan by the shareholders or owners of eligible 
interests in any party to the merger; 
B. 
Change the articles of incorporation or the organic 
documents of any stoner eligible entity that will survive or 
be created as a result of the merger. except for changes 
permitted by section 1005 or by comparable provisions of the 
organic laws of any such foreign corporation or domestic or 
foreign stober eligible entity; or 
C. 
Change any of the other terms or conditions of the plan 
if the change would adversely affect the shareholders in any 
material respect. 
SII03. Share exchange 
1. 
Share exchange. 
Through a share exchange: 
A. 
A domestic corporation may acquire all of the shares of 
one or more classes or series of shares of another domestic 
or foreign business corporation, 
or all of the eligible 
interests of one or more classes or series of eligible 
interests of a domestic or foreign stober eligible entity. in 
exchange for shares or other securities, 
obligations, rights to acquire shares or 
eligible 
interests, 
cash 
or 
other 
combination thereof pursuant to a plan of 
eligible interests, 
other securities or 
property 
or 
any 
share exchange; or 
B. 
All of the shares of one or more classes or series of 
shares of a domestic corporation may be acquired by another 
domestic or foreign business corporation or 
et;he~ eligible 
entity in exchange for shares or other securities, eligible 
interests, obligations, rights to acquire shares or other 
securities or eligible interests, cash or other property or 
any combination thereof pursuant to a plan of share exchange. 
2. 
Party to share exchange. 
A foreign corporation or a 
!'e~ei<iJ:a--tl-n-:i-n€e-F~e~at;ee. an eligible entity may be a party to a 
share exchange under this section only if the share exchange is 
permitted by 
the 
laws 
under 
which 
the 
corporation or 
et;he~ 
eligible entity is organized or governed. 
3. 
Share exchange not contemplated in organic law. 
If the 
organic law of a domestic QBiBee~Fe~at;ee. eligible entity does not 
provide procedures for the approval of a share exchange, a plan 
of share exchange may be adopted and approved and the share 
exchange effectuated in accordance with the procedures, if any, 
for a merger. 
If the organic law of a domestic 
QBiBee~Fe~at;ee. 
eligible entity does not provide procedures for the approval of 
pi~hRr R shRrR exchange or a merger, a plan of share exchange may 
be 
adopted 
and 
approved, 
the 
share 
exchange effectuated and 
appraisal rights exercised in accordance with the procedures in 
this chapter and chapter 13. 
For the purposes of applying this 
chapter and chapter 13: 
its members 
or 
organic documents 
domestic 
business 
A. 
The 
QBiBee~Fe~at;ee. eligible entity, 
interest holders, eligible interests and 
taken 
together 
are 
deemed 
to 
be 
a 
corporation, 
shareholders, 
shares 
incorporation, respectively and vice 
and 
articles 
of 
versa as the context 
may require; and 
B. 
If 
the 
business 
and affairs of 
eligible entity are managed by a group 
not identical to the members or interest 
is deemed to be the board of directors. 
the 
QBiBee~Fe~at;ee. 
of persons that is 
holders, that group 
4. 
Plan of share exchange. 
A plan of share exchange must 
include: 
A. 
The name of each corporation or 
et;he~ eligible entity 
whose shares or eligible interests will be acquired and the 
name of the corporation or et:het eligible entity that will 
acquire those shares or eligible interests; 
B. 
The terms and conditions of the share exchange; 
C. 
The 
manner 
and 
basis 
of 
exchanging 
shares 
of 
a 
corporation or 
eligible interests 
in 
an 
et:het 
eligible 
entity whose shares or eligible interests will be acquired 
under the share exchange into shares et.L other securities, 
eligible interests, obligations, rights to acquire shares 
et.L other securities or eligible interest, cash or other 
property or any combination thereof; and 
D. 
Any other provisions required by the laws under which 
any party to the share exchange is organized, or by the 
articles of incorporation or organic documents of any such 
party. 
5. 
Extrinsic facts. 
~he-F~evi6ieRs Terms of t:he £ plan of 
share exchange te;i;etteEi--t-e--i-B-- 6l,lB6e€t.ieR--4-,--paFa~Fap:as- -.£I- -and--b 
may be made dependent on facts objectively ascertainable outside 
the 
plan 
e;i;--££~~~-~r--as---±eR~--~£--~~--~~s---ate 
eB}eet:ive±y--aseett:aiRaB±eT---~et--pHtpeSes--e;i;--t:his--sHBseet:ieRr 
~;i;aet:s~-~~~--&~~-~£-~-±iffiit:eEi--ttry--~~-e££~~~€R£€-~~-aRy 
eveRt:r-iR€±HEiiR~-~-~~IDi~~~~-~~~~~-peF&&B--eF-BeEiYr 
iRe±HEiiR~--t:he--€eFpetat:ieRT 
in 
accordance 
with 
section 
121, 
subsection 10. 
6. 
Amend plan prior to filing articles of share exchange. 
The plan of share exchange also may include a provision that the 
plan may 
be 
amended prior to filing the articles of 
share 
exchange 
with 
the 
Secretary 
of 
State 
under 
section 
1106, 
subsection 2. 
If the shareholders of a domestic corporation that 
is a party to the share exchange are required or permitted to 
vote on the plan, 
the plan must provide that subsequent to 
approval of the plan by the shareholders the plan may not be 
amended to: 
A. 
Change the amount or kind of shares or other securities, 
eligible interests, obligations, rights to acquire shares 
et.L other securitiesr or eligible interests, cash or other 
property to be issued by the corporation or to be received 
under the plan by the shareholders of or eWRetS holders of 
eligible interests in any party to the share exchange; or 
B. 
Change any of the terms or conditions of the plan if the 
change 
would 
adversely 
affect 
the 
shareholders 
in 
any 
material respect. 
This 
section 
does 
not 
limit 
the 
power 
of 
a 
domestic 
corporation to acquire shares of another corporation or eligible 
interests in an 9~aeF eligible entity in a transaction other than 
a share exchange. 
Sec. B-93. 13-C MRSA §1104, sub-§4, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
4. 
Notice of meeting. 
If the plan of merger or share 
exchange under this chapter is required by the corporation's 
articles of incorporation to be approved by the shareholders and 
if the approval is to be given at a meeting of shareholders, the 
corporation 
shall 
notify 
each 
shareholder, 
whether 
or 
not 
enti t1ed to vote, of the meeting of shareholders at which the 
plan is to be submitted for approval. 
The notice must state that 
the purpose or one of the purposes of the meeting is to consider 
the plan and must contain or be accompanied by a copy or summary 
of the plan. 
If the corporation is to be merged into an existing 
corporation or 
geaeF 
eligible entity, 
the 
notice 
also 
must 
include or be accompanied by a copy or summary of the articles of 
incorporation or organizational documents of that corporation or 
e~BeF eligible entity. 
If the corporation is to be merged into a 
corporation or 
eeBeF eligible entity that is to be 
created 
pursuant to the merger, 
the notice also must include or be 
accompanied 
by 
a 
copy 
or 
a 
summary 
of 
the 
articles 
of 
incorporation or organizational documents of the new corporation 
or e~fleF eligible entity; 
Sec. B-94. 13-C MRSA §1104, sub-§6, 1fA, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A. 
On a plan of merger by each class or series of shares 
that: 
(1 ) 
Are to be converted under the plan of merger into 
shares 
or 
other 
securities, 
eligible 
interests, 
obligations, 
rights 
to 
acquire 
shares 
eF.L 
other 
securities 
or 
eligible 
interests, 
cash 
or 
other 
property or any combination thereof; or 
(2) 
Would be entitled to vote as a separate group on a 
provision in the plan that, if contained in a proposed 
amendment to articles of incorporation, would require 
action by separate voting groups under section 1004; 
Sec. B-95. 13-C MRSA §1104, sub-§10, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
10. 
Consent of shareho1ders. 
A plan of merger or share 
exchange 
may 
be 
approved for 
a 
participating corporation by 
written 
consent 
of 
a** 
shareholders 
e~--~--pa~~4€4~a£iB~ 
eeF~eFa~iear-wae~aeF-eF-Be£ entitled to vote By-£ae-€e±~eFa£ieB~s 
aF£ie*es-e~-iB€eF~eFa£ieBT as provided in section 704T-bYB6ee~ieB 
±. 
If the YBaaimeY6-W~4~~eR-~--~-~iveB plan of merger or 
share 
exchange 
is 
approved 
by 
written 
consent 
of 
all 
shareholders, whether or not entitled to vote, 
a resolution of 
the 
board 
of 
directors 
of 
the 
participating 
corporation 
approving, 
proposing, 
submitting, 
recommending 
or 
otherwise 
respecting the plan of merger or share exchange is not necessary 
and 
shareholders 
of 
the 
participating 
corporation 
are 
not 
entitled to receive notice of or to dissent from the plan of 
merger or share exchange. 
Sec. B-96. 13-C MRS A §1106, sub-§I, "A and E, as enacted by PL 
2001, c. 640, Pt. A, §2 Qnd affected by Pt. B, §7, are amended to 
read: 
A. 
The names, 
types of entity and jurisdictions of the 
parties to the merger or share exchange and the date on 
which the merger or share exchange occurred or is to be 
effective; 
E. 
For each foreign corporation and 
ea€h--e-~aeF eligible 
entity that was a party to the merger or share exchange, a 
statement that the participation of thp. foreign corporation 
or e~ReF eligible entity was duly authorized as required by 
the organic law of the corporation or e~ReF eligible entity. 
Sec. B-97. 13-C MRSA §1106, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Fi1e artic1es with Secretary of State. 
Articles of 
merger or share exchange must be delivered to the Secretary of 
State for filing by the survivor of the merger or the acquiring 
corporation in a share exchange and take effect at the effective 
time provided in section 125. 
Articles of merger 
or 
share 
exchange filed under this section may be combined with any filing 
required under the organic law of any domestic eligible entity 
involved in the transaction if the combined filing satisfies the 
requirements of both this section and the organic law. 
Sec. B-98. 13-C MRSA §§1107 and 1108, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: 
§1107. Effect of merger or share exchange 
1. 
Merger. 
When a merger becomes effective: 
A. 
The 
corporation 
or 
e~aer 
designated in the plan of merger 
eligible entity that is 
as the survivor continues 
or comes into existence, as the case may be; 
B. 
The separate existence of every corporation or 
e~aer 
eligible entity that is merged into the survivor ceases; 
c. 
All property owned by and every contract right possessed 
by each corporation or 
e~aer eligible entity that merges 
into 
the 
survivor 
is 
vested 
in 
the 
survivor 
without 
reversion or impairment; 
D. 
All liabilities of each corporation or 
e~aer eligible 
entity that is merged into the survivor are vested in the 
survivor; 
E. 
The name of the survivor may but need not be substituted 
in any pending proceeding for the name of any party to the 
merger whose separate existence ceased in the merger; 
F. 
The 
articles 
of 
incorporation 
or 
organizational 
documents of the survivor are amended to the extent provided 
in the plan of merger; 
G. 
The 
articles 
of 
incorporation 
or 
organizational 
documents of a survivor thi'lt- is created by the merger become 
effective; and 
H. 
The shares of each corporation that is a party to the 
merger 
and the eligible interests in an 
e~aer eligible 
entity that is a party to a merger that are to be converted 
under the plan of merger into shares, eligible interests, 
obligations, 
rights 
to 
acquire 
6eeHFi~ie6 shares, 
other 
securities or eligible interests, cash or other property or 
any 
combination 
thereof 
are 
converted, 
and 
the 
former 
holders of the shares or eligible interests are entitled 
only to the rights provided to them in the plan of merger or 
to any rights they may have under chapter 13 or the organic 
law of the eligible entity. 
2. 
Share 
exchange. 
When 
a 
share 
exchange 
becomes 
effective, the shares of each domestic corporation that are to be 
exchanged for shares erL other securities, eligible interests, 
obligations, 
rights to acquire shares or other securities or 
eligible interests, cash or other property or any combination 
thereof are entitled only to the rights provided to them in the 
plan of share exchange or to any rights they may have under 
chapter 13. 
3. 
Shareholder's liabilities and obliqations. 
A person who 
becomes subject to owner liability for some or all of the debts, 
liabilities or obligations of any entity as a result of a merger 
or share exchange has owner liability only to the extent provided 
in the organic law of the entity and only for those debts, 
liabilities and obligations that arise after the effective time 
of the articles of merger or share exchange. 
4. 
Foreign corporation. 
When a merger becomes effective, a 
foreign corporation or a foreign et:;aeF eligible entity that is 
the survivor of the merger is deemed to: 
A. 
Appoint the Secretary of State as its agent for service 
of 
process 
in 
a 
proceeding 
to 
enforce 
the 
rights 
of 
shareholders of each domestic corporation that is a party to 
the merger who exercise appraisal rights and shall provide a 
mailing address to which the Secretary of State may mail a 
copy of any process served on the Secretary of State; and 
B. 
Agree to promptly pay the amount, if any, to which the 
shareholders under paragraph A are entitled under chapter 13. 
5. 
Effect of merqer or share exchanqe on liability. 
The 
effect of a merger or share exchange on the owner liability of a 
person who had owner liability for 
some or all of the debts, 
obligations or liabilities of a party to the merger or share 
exchange iE aE follows. 
A. 
The merger or share exchange does not discharge any 
liability under the organic law of the entity in which the 
person was a shareholder, member or interest holder to the 
extent any such owner liability arose before the effective 
time of the articles of merger or share exchange. 
B. 
The person does not have 
owner liability under the 
organic 
law of 
the entity in which 
the 
person 
was 
a 
shareholder, member or interest holder prior to the merger 
or share exchange for any debt, obligation or liability that 
arises after the effective time of the articles of merger or 
share exchange. 
C. 
The provisions of the organic law of any entity for 
which the person had owner liability before the merger or 
share 
exchange 
continue 
to 
apply 
to 
the 
collection or 
discharge of any owner liability preserved by paragraph A, 
as if the merger or share exchange had not occurred. 
D. 
The person has whatever rights of contribution from 
other persons are provided by the organic law of the entity 
for which the person had owner liability with respect to any 
owner liability preserved by paragraph A, as if the merger 
or share exchange had not occurred. 
§II08. Abandonment of merger or share exchange 
1. 
Abandoned merger or share exchange prior to becoming 
effective. 
Unless otherwise provided in a 
plan of merger or 
share exchange or in the laws under which a 
foreign business 
corporation or a domestic or foreign 
at:Re~ eligible entity that 
is a party to a merger or a share exchange is organized or by 
which it is governed, 
after the 
plan has 
been 
adopted 
and 
approved as required by this chapter, and at any time before the 
merger or share exchange has become effective, the merger or 
share exchange 
may 
be 
abandoned 
by 
aRY 
a 
domestic 
business 
corporation that is a 
party to the merger or share exchange 
wi thout 
action 
by 
the 
party's 
shareholders 
a~--~-£r--aE 
iHt:elE'ests, in accordance with any procedures set forth in the 
plan of merger or share exchange or, if procedures are not set 
forth in the plan, in the manner determined by the corporation's 
board of directors a~-t:Re-~tr~~~~h&~-eRtity, subject to 
any contractual rights of other parties to the merger or share 
exchange. 
2. 
Abandoned merger or share exchange after articles of 
merger or 
share exchange 
are filed. 
If 
a 
merger or 
share 
exchange is abandoned under subsection 1 after articles of merger 
or chare exchange have been fi] prJ 
wi t.h the Secretary of State 
under section 1106, subsection 2 but before the merger or share 
exchange has become effective, 
a 
statement that the merger or 
share 
exchange 
has 
been 
abandoned 
in 
accordance 
with 
this 
section, executed on behalf of a party to the merger or share 
exchange by an officer or other duly authorized representative, 
must be delivered to the Secretary of State for filing prior to 
the 
effective 
date 
of 
the 
merger 
or 
share 
exchange. 
The 
statement must also include the names, types of entity and the 
jurisdictions of the parties to the merger or share exchange. 
Upon filing, the statement takes effect and the merger or share 
exchange is considered abandoned and does not become effective. 
Sec. B-99. 13-C MRSA §1109, sub-§l, tE, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
E. 
"Business combination," when used in reference to any 
domestic corporation and any interested shareholder of that 
domestic corporation, means: 
(1) 
Any merger or eaRsaliaatiaR share exchange of that 
domestic corporation or any subsidiary of that domestic 
corporation with that interested shareholder, any other 
corporation, 
whether 
or 
not 
it is 
an 
interested 
shareholder of that domestic corporation, that is, or 
after a merger or 
eeBse;!,~aal:~eB share exchange would 
be, 
an 
affiliate 
or 
associate 
of 
that 
interested 
shareholder, or any other corporation if the merger or 
eeBsel~aal:~eR 
share 
exchange 
is 
caused 
by 
that 
interested shareholder and as a result of that merger 
or 
eeBsel~aat::i:eB share exchange this section is not 
applicable to the surviving corporation; 
(I-A) 
Any conversion or domestication proposed by an 
interested 
shareholder 
or 
for 
which 
an 
interested 
shareholder votes, as a result of which this section is 
not applicable to the resulting entity; 
(2) 
Any 
sale, 
lease, 
exchange, 
mortgage, 
pledge, 
transfer or other disposition, in one transaction or a 
series of transactions, 
of assets of that domestic 
corporation 
or 
any 
subsidiary 
of 
that 
domestic 
corporation having an aggregate market value equal to 
10% or more of the aggregate market value, 
or book 
value determined in accordance with good accounting 
practices, 
of 
all 
the 
assets, 
determined 
on 
a 
consolidated 
basis, 
of 
that 
domestic 
corporation, 
having an aggregate market value equal to 100,,0 or more 
of the aggregate market value of all the outstanding 
shares of that domestir rnrpnration. 
or representinq 
10% or more of the earning power or income, determined 
on a consolidated basis, of that domestic corporation 
proposed by, on behalf of or pursuant to any agreement, 
arrangement 
or 
understanding, 
whether 
or 
not 
in 
writing, 
with 
that 
interested 
shareholder 
or 
any 
affiliate or associate of that interested shareholder; 
(3) 
The 
issuance 
or 
transfer 
by 
that 
domestic 
corporation 
or 
any 
subsidiary 
of 
that 
domestic 
corporation, 
in 
one 
transaction 
or 
a 
series 
of 
transactions, 
of 
any 
shares 
of 
that 
domestic 
corporation 
or 
any 
subsidiary 
of 
that 
domestic 
corporation that has an aggregate market value equal to 
5% or more of the aggregate market value of all the 
outstanding shares of that domestic corporation to that 
interested shareholder or any affiliate or associate of 
that interested shareholder, 
except pursuant to 
the 
exercise of 
warrants 
or 
rights 
to 
purchase 
shares 
offered, or a 
dividend or distribution paid or made, 
pro 
rata 
to 
all 
shareholders 
of 
that 
domestic 
corporation; 
(4) 
The 
adoption of 
any plan or proposal 
for 
the 
liquidation or dissolution of that domestic corporation 
proposed by, on behalf of or pursuant to any agreement, 
arrangement 
or 
understanding, 
whether 
or 
not 
in 
writing, 
with 
that 
interested 
shareholder 
or 
any 
affiliate or associate of that interested shareholder; 
(5) 
Any 
reclassification 
of 
securities, 
including, 
without limitation, any share split, share dividend or 
other distribution of shares, 
or 
any reverse share 
split, 
or 
recapitalization 
of 
that 
domestic 
corporation, or any merger or consolidation of that 
domestic 
corporation, 
with 
any 
subsidiary 
of 
that 
domestic corporation, or any other transaction, whether 
or not with, 
or into, 
or otherwise 
involving that 
interested shareholder, proposed by, 
on behalf of or 
pursuant 
to 
any 
agreement, 
arrangement 
or 
understanding, whether or not in writing, with that 
interested shareholder or any affiliate or associate of 
that interested shareholder, 
any 
of 
which 
has 
the 
effect, 
directly 
or 
indirectly, 
of 
increasing 
the 
proportionate share of the outstanding shares of any 
class 
or 
series 
of 
voting 
shares 
or 
securities 
convertible 
into 
voting 
shares 
of 
that 
domestic 
corporation 
or 
any 
subsidiary 
of 
that 
domestic 
corporation that is directly or indirectly owned by 
that 
interested 
shcT.,hn 1 c'lpr 
or 
any 
affiliate 
or 
associate of that interested shareholder, except as a 
result of immaterial changes due to fractional share 
adjustments; or 
(6) Any receipt by that interested shareholder or any 
affiliate or associate of that interested shareholder 
of 
the 
benefit, 
directly 
or 
indirectly, 
except 
proportionately 
as 
a 
shareholder 
of 
the 
domestic 
corporation, 
of 
any 
loans, 
advances, 
guarantees, 
pledges 
or 
other 
financial 
assistance 
or 
any 
tax 
credits or other tax advantages provided by or through 
that domestic corporation. 
Sec. B-I00. 13-C MRSA §1202, sub-§§5 and 9, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
5. 
Majority approval of disposition. 
Unless the articles 
of incorporation or the corporation's board of directorsL 
acting 
pursuant to subsection 3L 
requires a greater vote, approval of a 
disposition 
requires 
the 
approval 
of 
the 
shareholders ~ 
majority of all the votes entitled to be cast on the plan by the 
shareholders and, if any class or series is entitled to vote as a 
separate voting group on the disposition, the approval of each 
separate voting group by a majority of all the votes entitled to 
be cast on the disposition by that voting group. 
The articles of 
incorporation may provide that a disposition may be approved by a 
lesser vote 
of 
each voting group 
entitled to 
vote 
on 
the 
disposition, but in no case may a disposition be approved by less 
than a majority of the votes cast by that voting group at a 
meeting at which there exists, for each such voting group, 
a 
quorum consisting of at least a majority of the votes entitled to 
be cast on the disposition by each voting group entitled to vote 
on the disposition. 
9. 
Consent of shareholders. 
A disposition that requires 
approval of the corporation's shareholders under subsection 1 may 
be authorized by written consent of all the shareholders et:-·U'I.e 
eerpera~4eB7-whe~h~-~-~~~-&aaFehGlGeF&-are entitled to vote 
By-~hB-~~~~-iBe9Fp9FatieBT as provided By ~n section 704 T 
saBsee~4eB--l. 
If 
a--Q&aB~Q&-~~it~~-~--~£--~4veB the 
disposition is approved by written consent of all shareholders, 
whether 
or 
not 
entitled 
to 
vote, 
a 
resolution 
of 
the 
corporation's 
board 
of 
directors 
approving, 
proposing, 
submitting, recommending or otherwise respecting the disposition 
is not necessary, and the shareholders of the corporation are not 
entitled to notice of or to dissent from the disposition. 
Sec. B-IOI. 13-C MRSA §1302, sub-§§7 and 8, as enacted by PL 
2001, c. 640, Pt. A, §2 and affect en hy Pt. B, §7, are amended to 
read: 
7. 
Conversion to nonprofit status. 
conversion of the corporation to nonprofit 
chapter 9, subchapter III ~; or 
Consummation 
of 
a 
status pursuant to 
8. 
Conversion to unincorporated entity. 
Consummation of a 
conversion 
of 
the 
corporation 
to 
a---~~--~---e~her 
an 
unincorporated entity pursuant to chapter 9, subchapter IV ~. 
Sec. B-I02. 13-C MRSA §130S, first~, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A 
shareholder 
entitled 
to 
appraisal 
rights 
under 
this 
subchapter 
may 
not 
challenge 
a 
completed 
corporate 
action 
re~aiFi~-appraisa±-ri~hES described in section 1302, other than 
those 
described 
in 
section 
1303, 
subsection 
3, 
unless 
the 
corporate action: 
Sec. B-I03. 13-C MRSA §1401, sub-§§4, 5 and 6, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
4. 
Debt. 
That no debt of the corporation remains unpaidL 
including the filing of the annual report as required by section 
1621; 
5. 
Net assets. 
That, if shares were issued, the net assets 
of 
the 
corporation 
remaining 
after 
winding 
up 
have 
been 
distributed to the shareholders; aRe 
6. 
Authorization of dissolution. 
That a majority of the 
incorporators or initial directors authorized the dissolutionTL 
Sec. B-I04. 13-C MRSA §1401, sub-§§7 and 8 are enacted to read: 
7. 
Date authorized. 
The date dissolution was authorized; 
and 
8. 
Effective date. 
The effective date of the dissolution. 
A corporation is dissolved 
upon 
the 
effective date 
of its 
articles of dissolution. 
Sec. B-IOS. 13-C MRSA §1403, as enacted by PL 2001, c. 640, 
Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
§1403. Dissolution by written consent of all 
shareholders 
A 
eeFFeFa~ieR--ffiaY-~-~~~~~~-~~~~~~-BY--~RaRime~s 
wFi~~eR-~~~~~-i~s-~~~B~£7-~~--eF-~-~~~-~e 
ve~e-~--~-eeFFeFa~ieR~s-~~~~~€£-~~-iReeFFeFa~ieR proposal to 
dissolve 
may 
be 
approved by written consent of shareholders 
entitled to vote as provided in section 704. 
If 
a---u-aa-R-i-me~s 
wFi~~eR-~~~--i-s--~iveR the dissolution is approved by written 
consent of all shareholders, whether or not entitled to vote, a 
resolution of the corporation's board of directors proposing the 
dissolution is not necessary. 
Sec. B-I06. 13-C MRSA §1404, sub-§l, 1fB, 
as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
B. 
The date dissolution was authorized and the effective 
date of the dissolution; and 
Sec. B-I07. 13-C MRSA §140S, sub-§3, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Articles 
of 
revocation 
of 
dissolution. 
After 
the 
revocation of dissolution is authorized, a corporation may revoke 
the dissolution by delivering to the Secretary of State for 
filing articles of revocation of 
dissolutionT--t-Gge-t-he-~-.w-i-t.-b--a 
ee~y-e~-i~6-aF~ie~e6-e~-Qi66e~Q~ieaT that set forth: 
A. 
The name of the corporation; 
B. 
The effective date of the dissolution that was revoked; 
C. 
The 
date 
that 
the 
revocation 
of 
dissolution 
was 
authorized; 
D. 
If the corporation's board of directors or incorporators 
revoked the dissolution, a statement to that effect; 
E. 
If the 
corporation's board 
of directors 
revoked 
a 
dissolution authorized by the shareholders, a statement that 
revocation was permitted by action of the board of directors 
alone pursuant to that authorization; and 
F. 
If 
shareholder 
action 
was 
required 
dissolution, 
the 
information 
required 
by 
subsection 1, paragraph C. 
to 
revoke 
the 
section 
1404, 
Sec. B-I0S. 13-C MRSA §1407, sub-§2, 1fC, 
as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
C. 
State the deadline, which may not be 
~a~eF fewer than 
days 
a~~eF from 
the effective date of the written 
notice, by which the dissolved corporation must receive the 
claim; and 
Sec. B-I09. 13-C MRSA §1422, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Reinstatement after administrative dissolution. 
If the 
Secretary of State determines that the application contains the 
information required under subsection 1 and is accompanied by the 
reinstatement 
fee 
set 
forth 
in 
section 
123, 
subsection 
IT 
~aFa~Fa~B-V and that the information is correct, the Secretary of 
State shall cancel the administrative dissolution and prepare a 
notice of reinstatement that recites that determination and the 
effective date of reinstatement. 
The Secretary of State shall 
use the procedures set forth in section 502 to deliver the notice 
to the corporation. 
Sec. B-llO. 13-C MRSA §1424 is enacted to read: 
§1424. 
Reinstatement of suspended corporate charter 
1. 
Reinstatement after charter suspension. 
A corporation 
whose charter was suspended before July 1, 2003 may apply for 
reinstatement with the Secretary of State if; 
A. 
The Secretary of State determines that the application 
contains 
the 
information 
required 
under 
section 
1422, 
subsection 1; 
B. 
The application is accompanied by the reinstatement fee 
set forth in section 123, subsection 1; and 
C. 
The application is received by the Secretary of State by 
June 30, 2009. 
2. 
Effect on corporation failing to reinstate by June 30, 
2009. 
A corporation that fails to meet the requirements of 
subsection 1 is administratively dissolved and may not reinstate. 
3. 
Protecting corporate name after suspension. 
The name of 
a corporation whose charter is suspended remains in the Secretary 
of State's records of corporate names and is protected for a 
period of 3 years following its suspension. 
Sec. B-lll. 13-C MRSA §lS01, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
L 
Application for autbori ty _ 
A 
not 
transact 
business 
in 
this 
State 
corporation 
files 
an 
application 
for 
business with the Secretary of State. 
foreign corporation may 
until it the 
foreign 
authority 
to 
transact 
Sec. B-112. 13-C MRSA §lS02, sub-§S, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
5. 
Validity of corporate acts. 
Notwithstanding subsections 
and 
2, 
the 
failure 
of 
a 
foreign 
corporation to file 
an 
application for authority does not impair the validity of its 
corporate acts, including contracts, or prevent it from defending 
any proceeding in this State. 
Sec. B-113. 13-C MRSA §lS03, sub-§l, 1fA, 
as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
A. 
The name of the foreign corporation or, if its real name 
is unavailable for use in this State, a corporate name that 
satisfies the requirements of section leGe 401; 
Sec. B-114. 13-C MRSA §1504, sub-§l, 1[B, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
B. 
Its ~e~i6~e~ea-9F principal office wherever located: or 
Sec. B-115. 13-C MRSA §1504, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is repealed and the 
following enacted in its place: 
2. 
Requirements. 
A foreign corporation must deliver an 
amended application that sets forth: 
A. 
The name of the corporation; 
B. 
The jurisdiction of incorporation: 
c. 
The date on which the foreign corporation was authorized 
to transact business in this State: 
D. 
If the corporate name has changed, the new corporate 
name that meets the requirements of section 401; 
E. 
If the address of the principal office has changed, the 
new 
address 
of 
the 
principal 
office 
wherever 
located, 
including the street and mailing address if different; and 
F. 
If the state or country under whose law the foreign 
corporation was incorporated has changed, the new state or 
country under whose law it is now incorporated together with 
a certificate of existence or a document of similar import 
duly 
authenticated 
by 
the 
secretary of 
state 
or 
other 
official having custody of corporate records in the state or 
country 
under 
whose 
law 
it is 
now 
incorporated. 
The 
certificate of existence must have been made not more than 
days prior to the delivery of the application for filing. 
Sec. B-116. 13-C MRSA §1506, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Corporate name. 
If the corporate name of 
a 
foreign 
corporation does not satisfy the requirements of section 401, the 
foreign corporation may use a fictitious name as set forth in 
section 404, subsection 2 to transact business in this State if 
its real name is unavailable asa-4~-~~~~~-~~-~-See~~aFy-e£ 
8~a~e--~F-~-~~~-~-€epy--ef--~ae--~~~-~--~~~-eea~4--e£ 
ai~ee~e~6T-~~-if-~-eY--~~~-£€£~~~~Y7--aee~~ia~-~~-£ie~i~ieR6 
4B 
same. 
Sec. B-117. 13-C MRS A §1506, sub-§§2 to 5, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are repealed. 
Sec. B-118. 13-C MRSA §1507, as enacted by PL 2001, 
Pt. 
A, 
§2 
and affected by Pt. 
B, 
§7, 
is repealed 
following enacted in its place: 
c. 640, 
and the 
§1507. 
Registered office and registered agent of foreign 
corporation 
1. 
Registered office and agent. 
A 
foreign corporation 
authorized to transact business in this State must continuously 
maintain in this State: 
A. 
A registered office that may be the same as any of its 
places of business; and 
B. 
A registered agent who may be: 
(1) 
An individual who resides in this State and whose 
business office is identical with the registered office; 
(2) 
A domestic corporation or not-for-profi t 
domestic 
corporation whose business office is identical with the 
registered office; or 
(3) 
A foreign rorpori'ltion Qr fQreilJn not-f9r-profLt 
corporation 
authorized 
to 
transact business 
in 
the 
State 
whose 
business 
office is 
identical 
with 
the 
registered office. 
2. 
Acceptance of appointment. 
Unless the registered agent 
signed the document making the appointment, the appointment of a 
registered agent or a successor registered agent on whom process 
may 
be 
served is 
not 
effective until 
the 
registered 
agent 
delivers a written statement to the Secretary of State accepting 
the appointment. 
3. 
Change of registered agent. 
A foreign corporation may 
change its registered agent 
by executing 
and delivering for 
filing as provided by section 121 a statement setting forth: 
A. 
The name of the foreign corporation; 
B. 
The jurisdiction of incorporation and the date on which 
the foreign corporation was authorized to transact business 
in this State; 
C. 
The name and address of its current registered agent; and 
D. 
The name and address of its successor registered agent. 
4. 
Resignation of registered agent. 
The registered agent 
of a foreign corporation may resign upon filing a written notice 
of the resignation with the Secretary of State and by mailing a 
copy of 
the notice to 
the 
foreign corporation at its last 
principal office, wherever located, as filed with the Secretary 
of State. 
The notice filed with the Secretary of State must 
recite that a 
copy of the notice has been mailed to the last 
principal office as designated in this subsection, specify the 
address 
to 
which 
the 
notice 
was 
mailed 
and 
provide 
the 
jur isdiction of incorporation and the date on which the foreign 
corporation was authorized to transact business in this State. 
The appointment of such registered agent terminates upon the date 
of the filing of the notice by the Secretary of State. 
5. 
Appointment of new registered agent. If a 
registered 
agent dies, becomes incapacitated, resigns or otherwise is unable 
to perform the registered agent's duties, the foreign corporation 
shall promptly appoint another registered agent and shall execute 
and file with the Secretary of State a written statement of the 
appointment of the new registered agent as provided in subsection 
~ 
6. 
Name or address change. 
If the name of the current 
registered agent or address of the registered office of one or 
more foreign corporations changps frnm the name of the_current 
registered agent or address of the registered office appearing on 
the 
record 
in 
the 
office 
of 
the 
Secretary 
of 
State, 
the 
registered agent shall execute and deliver for filing a statement 
setting forth: 
A. 
The name of the foreign corporation, jurisdiction of 
incorporation and date on which the foreign corporation was 
authorized to transact business 
in this State for 
each 
foreign corporation affected by the change designated ln 
this subsection; 
B. 
The name of the registered agent appearing on the record 
in the office of the Secretary of State; 
C. 
If the current registered agent has had a name change, 
the new name of the registered agent; 
D. 
The address of the registered office appearing on the 
record in the office of the Secretary of State; 
E. 
If the address of the registered office has changed, the 
address of the new registered office, including the street 
address 
and 
a 
mailing 
address, 
if different. 
For 
the 
address, a post office box alone is not sufficient to meet 
the requirements of this paragraph; 
F. 
The name of each foreign corporation affected by the 
change as provided in this subsection; and 
G. 
That a notice of the change has been sent to each of the 
foreign corporations. 
In lieu of bulk filing, the registered agent may file for each 
such 
foreign corporation a 
separate statement containing the 
information. 
1. 
Statement of change. 
Filing by a foreign corporation of 
a statement of a change of its registered agent, as provided in 
subsection 
4, 
constitutes 
both 
an 
appointment 
of 
the 
new 
registered 
agent 
named 
in 
the 
statement 
of 
change 
and 
a 
termination of the appointment of its former registered agent. 
8. 
Registered agent named 1n application for authority. 
The initial registered agent of a 
foreign corporation must be 
named 
in 
the 
application 
for 
authori ty 
for 
that 
foreign 
corporation. 
A registered agent continues in office until 
a 
successor is chosen and qualifies and the statement required by 
subsection 4 1S filed or until the resignation notice required by 
subsection 5 is filed. 
9. 
Document filed to change registered agent. The document 
to be filed by the Secretary of State, the effect of which is to 
change 
the 
registered 
agent, 
must 
be 
signed 
by 
the 
person 
designated in the document as the new registered agent or in 
accordance with subsection 
and 
section 121, 
subsection 
5, 
paragraph A, B or C. 
Sec. B-119. 13-C MRSA §§1508 and 1509, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, are repealed. 
Sec. B-120. 13-C MRSA §1521, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Application 
of 
withdrawal; 
contents. 
A 
foreign 
corporation authorized to transact business in this State may 
file an application of withdrawal by delivering an application to 
the Secretary of State for filing. 
The application must set 
forth: 
A. 
The name of the foreign corporation aBsL the name of the 
state or country under whose law it is incorporated and the 
date on which the 
foreign corporation was 
authorized to 
transact business in this State; 
B. 
That the foreign corporation is not transacting business 
in this State and that it surrenders its authority to 
transact business in this State; 
c. 
That the foreign corporation revokes the authority of 
its registered agent to accept service on its behalf and 
appoints the Secretary of State as its agent for service of 
process in any proceeding based on a cause of action arising 
during the time it was authorized to transact business in 
this State; 
D. 
A mailing address to which the Secretary of State may 
mail a copy of any process served on the Secretary of State 
under paragraph C; and 
E. 
A commitment to notify the Secretary of State in the 
future of any change in the foreign corporation's mailing 
address. 
Sec. B-121. 13-C MRSA §1523, sub-§l, 1[A, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
A. 
The name of the foreign business corporation aBeL the 
name 
of 
the 
state 
or 
country 
under 
whose 
law it was 
incorporated before the conversion .mC! t.he date on .J'!"hich the 
foreign corporation was authorized to transact business in 
this State; 
Sec. B-122. 13-C MRSA §1524, sub-§l, 1fA, as enacted by 
PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
A. 
The name of the foreign corporation, the current state 
or country under whose laws it is incorporated as it appears 
on the records of the Secretary of State and the date on 
which the corporation was authorized to transact business in 
this State; 
Sec. B-123. 13-C MRSA §1531, sub-§4, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
4. 
Notice of change of registered agent or office. 
The 
foreign corporation does not inform the Secretary of State under 
section 1§98-9F-±eg9 1507 that its registered agent or registered 
office has changed, that its registered agent has resigned or 
that its registered office has been discontinued within 60 days 
of the change, resignation or discontinuance; 
Sec. B-124. 13-C MRSA §1601, sub-§5, 1fA, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
A. 
Its articles or restated articles of incorporation aBaL 
all amendments to them currently in effect and any notices 
to shareholders referred to in section 121. subsection 10, 
paragraph E regarding facts on which a filed document is 
dependent; 
Sec. B-125. 13-C MRSA §1602, sub-§5, as enacted by PL 2001. c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
5. 
Right of inspection. 
The right of inspection granted by 
this section may not be abolished or limited, except as provided 
in 
subsections 
and 
4, 
by 
a 
corporation's 
articles 
of 
incorporation or bylaws. 
Sec. B-126. 13-C MRS A §1621, sub-§l, 1f1fB and D, as enacted by 
PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended 
to read: 
B. 
The address of the registered office of the domestic or 
foreign corporation in this State; the name of its clerk, if 
a 
domestic corporation, 
or its registered agent in this 
State, 
if 
a 
foreign 
corporation; 
and, 
if 
a 
foreign 
corporation, 
the 
address 
of its 
Fe~isEeFea--eF principal 
office, 
wherever 
located. 
The 
address 
of 
a 
registered 
office must include the street or rural route number, town 
or city and state; 
D. 
The 
name 
and 
business 
or 
residence address 
of the 
president or chief executive officer, 
the 
treasurerT--~Re 
e±eF1e-~F---i"~-64:.~-e4--a~eBE or chief financial officer and 
directors or, if no directors, shareholders of the domestic 
or foreign corporation, including the street or rural route 
number, town or city and state. 
Sec. B-127. 13-C MRSA §1621, sub-§4, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
4. 
Certificate of excuse. 
The Secretary of State, upon 
application by any domestic corporation and satisfactory proof 
that it has ceased to transact business and that it is not 
indebted to this State for failure to file an annual report and 
to pay any fees or penalties accrued, shall file a certificate of 
the fact and shall give a duplicate certificate to the domestic 
corporation, after which the corporation is excused from filing 
annual reports wi th the Secretary of State, se as long as the 
domestic corporation in fact transacts no business. 
The name of 
a corporation remains in the Secretary of State's records of 
corporate 
names 
and is protected for 
a 
period of 
years 
following excuse. 
Sec. B-128. 13-C MRSA §1623 is enacted to read: 
§1623. 
Amended annual report of domestic or foreign corporations 
1. 
Amended annual report. 
If the information contained in 
an annual report filed under section 1621 has changed, a domestic 
or foreign corporation may, if it determines necessary, deliver 
to the Secretary of State for filing an amended annual report to 
change the information on file. 
The amended annual report must 
be executed as provided by section 121, subsection 5. 
2. 
Contents. The amended annual report under subsection 1 
must set forth: 
A. 
The 
name 
of 
the 
domestic 
corporation 
or 
foreign 
corporation and the jurisdiction of its incorporation; 
B. 
The date on which the original annual report was filed; 
and 
C. 
The information that has changed and the date on which 
it changed. 
3. 
Period for filing. 
An 
amended annual 
report under 
subsection 1 may be filed by the domestic corporation or foreign 
corporation from the date of the original filing until December 
31st of that filing year. 
PART C 
Sec. C-1. 31 MRSA §403, as corrected by RR 2001, c. 2, Pt. B, 
§49 and affected by §58, is repealed. 
Sec. C-2. 31 MRS A §403-A is enacted to read: 
§403-A. 
Limited partnership name 
1. 
Requirements. 
A limited partnership name must contain 
the words "Limited Partnership," the abbreviation "L.P." or the 
designation "LP," unless the limited partnership is filing an 
assumed name under section 405-A or a registration of name under 
section 406-A. 
If the words "Limited Partnership" are used, a 
limi ted partnership may also use the abbreviation "L. P." or the 
designation "LP" without filing an assumed name under section 
405-A. 
2. 
Prohibition. 
A limited partnership name may not contain 
the name of a limited partner unless: 
A. 
The name of the limited partner is also the name of a 
general partner; or 
B. 
The business of the limited partnership had been carried 
on under that name before the admission of that limited 
partner. 
3. 
Distinguishable 
name. 
Except 
as 
authorized 
by 
subsections 
and 
5, 
a 
limited 
partnership 
name 
must 
be 
distinguishable on the records of the Secretary of State from: 
A. 
The name of a corporation, limited liability company, 
limited liability partnership or limited partnership that is 
incorporated, organized or authorized to transact business 
or carryon activities in this State; 
B. 
Assumed, 
fictitious, 
reserved 
and 
registered 
name 
filings for all entities; and 
C. 
Marks registered under Title 10, chapter 301-A, unless 
the registered owner or holder of the mark is the 
same 
person or entity as the limited partnership seeking to use a 
name that is not distinguishable on the records of the 
Secretary of State and files proof of ownership with the 
Secretary of State. 
4. 
Refuse to file name. 
The Secretary of State, in the 
Secretary of State's discretion, may refuse to file a name that: 
A. 
Consists of or comprises language that is obscene; 
B. 
Inappropriately promotes abusive or unlawful activity; 
C. 
Falsely 
suggests 
an 
association 
with 
public 
institutions; or 
D. 
Violates any other provision of the law of this State 
with respect to names. 
5. 
Authorization to use name. 
A limited partnership may 
apply to the Secretary of State for authorization to use a name 
that is not distinguishable on the records of the Secretary of 
State from one or more of the names described in subsection 3. 
The Secretary of State shall authorize use of the name apl?lied 
for if: 
A. 
The 
entity in possession 
of 
the 
name 
al?plied 
for 
consents to the use in writing and submits an undertaking in 
a form satisfactory to the Secretary of State to change its 
name to a name that is distinguishable on the records of the 
Secretary of State from the name of the applicant; or 
B. 
The applicant delivers to the Secretary of State 
a 
certified copy of the final judgment of a court of competent 
jurisdiction establishing the applicant' s right to use the 
name applied for in this State. 
6. 
Use of another limited partnership's name. 
A limited 
partnership may use the name. including the assumed or fictitious 
name. of another domestic or foreign limited partnership that is 
used in this State if the other limited partnership is organized 
or authorized to transact business in this State and the limited 
partnership proposing to use the name: 
A. 
Has merged with the other limited partnership; 
B. 
Has been formed by reorganization of the other limited 
partnership; or 
C. 
HaE acguired all or SUDstrmt"inlly all of the assetS-L 
including the limited partnership name, of the other limited 
partnership. 
7. 
Determining distinguishability. 
In determining whether 
names are distinguishable on the records, the Secretary of State 
shall disregard the following: 
A. 
The words or abbreviations of words that describe the 
nature of the entity, including "professional association, " 
"corporation," 
"company." 
"incorporated," 
"chartered, " 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership." 
"registered 
limited 
liability 
partnership," 
"service 
corporation" 
and 
"professional 
corporation"; 
B. 
The presence or absence of the words or symbols of the 
words "and" and "the"; and 
C. 
The 
differences 
in 
the 
use 
of 
punctuation, 
capitalization or special characters. 
8. 
Change of limited partnership name by foreign limited 
partnership. 
If a 
foreign limited partnership authorized to 
transact business in this State changes its name to one that does 
not satisfy the reguirements of this section, it may not transact 
business in this State under the proposed new name until it 
adopts a 
name satisfying the reguirements of this section and 
files an amended application for authority under section 495 that 
is accompanied by a statement of use of a fictitious name under 
section 405-A. 
9. 
Exception. 
Notwithstanding subsection 3, the name of a 
limited partnership may be not distinguishable on the records of 
the Secretary of State if the limited partnership was organized 
under the laws of this State prior to January L 
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 1c 1992. 
10. 
Name of limited partnership suspended. 
Subsection 3 
does not apply to the name 
of any limited partnership, 
the 
certificate 
of 
which 
is 
suspended, 
on 
and 
after 
the 
3rd 
anniversary of the suspension. 
Sec.C-3. 31MRSA§404, as enacted by PL 1991, c. 552, §2 and 
affected by §4, is repealed. 
Sec. C-4. 31 MRSA §404-A is enCl.cteil tn rprln: 
§404-A. 
Reserved name 
1. 
Reserve use of name. 
A person may reserve the exclusive 
use of 
a 
limited partnership name, 
including an 
assumed or 
fictitious 
name, 
by 
executing 
and delivering for 
filing 
an 
application to the Secretary of State. 
The application must set 
forth the name and address of the applicant and the name proposed 
to be reserved. 
If the Secretary of State finds that the limited 
partnership name applied for is available, the Secretary of State 
shall reserve the name for the applicant's exclusive use for a 
nonrenewable period of 120 days. 
2. 
Transfer of reservation. 
The 
owner 
of 
a 
reserved 
limited partnership name 
under subsection 1 may transfer the 
reservation to another person by executing and delivering for 
filing to the Secretary of State a notice of the transfer, signed 
by the transferor, 
that states the name 
and address of the 
transferee. 
Sec. C-5. 31 MRS A §405, as enacted by PL 1991, c. 552, §2 and 
affected by §4, is repealed. 
Sec. C-6. 31 MRSA §40S-A is enacted to read: 
§405-A. 
Assumed or fictitious name of limited partnership 
1. 
Assumed name defined. As 
used in this section, "assumed 
name" means a trade name or any name other than the real name of 
a limited partnership except a fictitious name. 
2. 
Fictitious Dame 
defined. 
As 
used in this section, 
"fictitious name" 
means 
a name 
adopted by a 
foreign limited 
partnership authorized to transact business in this State because 
its real name is unavailable pursuant to section 403-A. 
3. 
Authorized to transact business. 
Upon complying with 
this section, a domestic limited partnership or foreign limited 
partnership authorized to transact business in this State may 
transact its business in this State under one or more assumed or 
fictitious names. 
4. 
File statement indicating use of assumed or fictitious 
name. 
Prior to transacting business in this State under an 
assumed or fictitious name, a limited partnership shall execute 
and deliver to the Secretary of State for filing a statement 
setting forth: 
A. 
The limited partnership name; 
B. 
That 
the 
limited partnership 
intends 
to 
transact 
business under an assumed or fictitious name; 
C. 
The 
assumed 
or 
fictitious 
name 
that 
the 
limited 
partnership proposes to use; 
D. 
If the assumed name is not to be used at all of the 
limited partnership's places of business in this State, the 
locations where it will be used; and 
E. 
If the partnership is a foreign limited partnership: 
(1) 
The jurisdiction of organization; and 
(2) 
The date on which it was authorized to transact 
business in this State. 
A separate statement must be executed and delivered for filing 
with respect to each assumed or fictitious name that the limited 
partnership proposes to use. 
5. 
Compliance required. 
Each assumed or fictitious name 
must comply with the requirements of section 403 A. 
6. 
Enjoin use of assumed or fictitious name. 
If a limited 
partnership uses an assumed or fictitious name wi tllOut complying 
with the reg:uirements of this section, the continued use of the 
assumed or fictitious name may be enjoined upon suit by the 
Attorney General or by any person adversely affected by the use 
of the assumed or fictitious name. 
1. 
Enjoin use despite 
compliance. 
Notwithstanding its 
compliance with the reg:uirements of this section, the use of an 
assumed or fictitious name 
may be enjoined upon suit of the 
Attorney General or of any person adversely affected by such use 
if: 
A. 
The assumed or fictitious name did not, at the time the 
statement reg:uired by subsection 4 was filed, comply with 
the requirements of _~El~t:,ion 403-A: or 
B. 
The assumed or fictitious name is not distinguishable on 
the records of the Secretary of State from a name in which 
the plaintiff has prior rights by virtue of the common law 
or 
statutory 
law 
of 
unfair 
competition, 
unfair 
trade 
practices, common law copyright or similar law. 
The mere filing of a statement pursuant to subsection 4 does not 
consti tute actual use of the assumed or fictitious name set out 
:in rhat sr<'1rpmpnr fnr pllrposps of determinin~ priQrity Qfughts. 
8. 
Terminate use of assumed or fictitious name. 
A limited 
partnership 
may 
terminate 
an 
assumed 
or 
fictitious 
name 
by 
executing and delivering a statement setting forth: 
A. 
The name of the limited partnership: 
B. 
That 
the 
limited partnership 
no 
longer 
intends 
to 
transact business under the assumed or fictitious name; and 
C. 
The assumed or fictitious name the limited partnership 
intends to terminate. 
Sec.C-7. 31MRSA§406, as amended by PL 1995, c. 514, §3, is 
repealed. 
Sec. C-S. 31 MRS A §406-A is enacted to read: 
§406-A. 
Registered name of foreign limited partnership 
L 
Register limited partnership name. 
A 
foreign limited 
partnership may register its limited partnership name if the name 
is distinguishable on the records of the Secretary of State 
pursuant to section 403-A. 
2. 
Application. 
To register its limited partnership name, 
a foreign limited partnership must execute and deliver to the 
Secretary of State for filing an application that: 
A. 
Sets forth its limited partnership name, the state or 
country and date of its organization, the address of its 
principal office wherever located and a brief description of 
the nature of the business in which it is engaged: and 
B. 
Is 
accompanied by 
a 
certificate of existence or 
a 
document 
of 
similar 
import 
duly 
authenticated 
by 
the 
secretary of state or other official having custody of 
limi ted partnership records in the state or country under 
whose law the foreign limited partnership is organized. The 
certificate of existence must have been made not more than 
days prior to the delivery of the application for filing. 
3. 
Applicant's exclusive use. 
The limited partnership name 
is registered for the foreign limited partnership's exclusive use 
upon the effective date of the application until the end of the 
calendar year in which the application was filed. 
4. 
Renewal 
of 
registered 
name. 
A 
foreign 
limited 
partnership whose registration is effective may renew it for a 
successive year by delivering for filing to the Secretary of 
State a renewal application that complies with the requirements 
of 
subsection 
between October 1st and December 
31st. 
The 
renewal application, when filed, renews the registration for the 
following calendar year. 
5. 
Qualify as 
foreign limited partnership. 
A 
foreign 
limited partnership whose registration is effective may, after 
the 
registration is effective, qualify as 
a 
foreign 
limited 
partnership under the registered name or may consent in writing 
to the use of that name by a limited partnership organized under 
this Act or by another foreign limited partnership authorized to 
transact business in this State. 
The registration terminates 
when the domestic limited partnership is organized or the foreign 
limited partnership qualifies or consents to the qualification of 
another foreign limited partnership under the registered name. 
Sec. C-9. 31 MRSA §492, sub-§3, 1IH, as amended by PL 1993, c. 
316, §56, is further amended to read: 
H. A certificate of ~eea-£~aR£~R~-~-~~~~~~~-~FGffi-~Re 
preper-e~~~€e£-~-~~~-~~~~~~~-eF~aRigaEieR existence 
or a document of similar import duly authenticated by the 
secretary of state or other official having custody of 
limi ted partnership records in the state or country under 
whose law the foreign limited partnership is organized. 
The 
certificate of 
~eea--&~aG~~-~--~~~--e~aivaleBt existence 
must have been made not more than 90 days prior to the 
delivery of the application for filing; and 
Sec. C-I0. 31 MRSA §494, sub-§I, as enacted by PL 1991, c. 
552, §2 and affected by §4, is amended to read: 
1. 
Name. 
A foreign limited partnership may apply to the 
Secretary of State to do business in this State under any name 
that conforms with the requirements of section 4Q6 403-A. 
The 
name does not need to be the same as the name under which it is 
authorized to do business in the jurisdiction of its organization. 
Sec. C-Il. 31 MRSA §498, sub-§2,~, as corrected by RR 1993, 
c. 1, §80, is further amended to read: 
B. 
The authority of a foreign limited partnership may be 
revoked only after: 
(1) 
The 
Secretary 
of 
State 
has 
mailed 
to 
partnership's last registered office in this State 
to its last registered or principal office in 
jurisdiction 
of 
organization 
as 
filed 
with 
Secretary of St8t", i'lr 1 f'i'lS t. :.4G-ea1's.!. ~Q2y.s' notice 
pending revocation of its authority to do business 
this State. 
The notice must specify the default; and 
the 
and 
its 
the 
of 
in 
(2) 
The 
partnership has 
not, 
prior 
to 
revocation, 
removed the ground of default specified in the notice. 
Sec. C-12. 31 MRS A §498, sub-§2, ,C, as amended by PL 1993, c. 
316, §63, is further amended to read: 
c. After the expiration of the 6Q-ea1' 60-day notice period, 
if a 
foreign limited partnership has 
not corrected the 
specified default or convinced the Secretary of State, by 
affidavi t or otherwise, that there was no misrepresentation 
relative to paragraph A, subparagraph (5), the Secretary of 
State shall 
issue 
and 
file 
a 
certificate revoking 
the 
foreign limited partnership's authority to do business in 
this State and shall mail copies of the certificate of 
revocation 
to 
the 
foreign 
limited 
partnership's 
last 
registered office in this State and to its last registered 
or principal office in its jurisdiction of organization as 
filed with the Secretary of State. 
Sec. C-13. 31 MRSA §524, sub-§ 1, 1fB, as amended by PL 1997, c. 
376, §4l, is further amended to read: 
B. 
The 
prov1s1ons 
of 
section 
4Q~ 403-A, 
subsection 
1, 
paragraph A requiring that the RaFfle 
names of all limited 
partnerships contain the words 
"Limited Partnership," the 
abbreviation "L. P." or the designation "LP" do not apply to 
a 
limited partnership formed before January 1, 1992 or a 
foreign limited partnership having obtained the authority to 
do business in this State before January 1, 1992 until such 
time as the limited partnership has filed an amendment to 
its certificate of limited partnership or application for 
authority to do business as a foreign limited partnership 
pursuant to subsection 2: 
Sec. C-14. 31 MRSA §526, sub-§§1 and 2, as amended by PL 1997, 
c. 376, §42, are further amended to read: 
1. 
Reservation. 
For 
filing 
of 
an 
application 
for 
reservation of name or a notice of transfer or cancellation of 
reservation pursuant to section 4G4 404-A, a fee in the amount of 
$20 for each limited partnership affected; 
2. 
Assumed 
or 
fictitious 
name. 
For 
filing 
of 
an 
application for an assumed name under section 4GB 405-A, a fee in 
the amount of $105, 
and for filing of 
an application for 
a 
fictitious name undpr spr.rion 40S-A, a fee in the amount ofJ20. 
The addition of the words "Limited Partnership," the abbreviation 
"L.P." or the designation "LP" to a foreign limited partnership's 
name for use in this State is not, 
for the purpose of this 
section, deemed an assumed name: 
Sec. C-15. 31 MRSA §526, sub-§3, as enacted by PL 1991, c. 
552, §2 and affected by §4, is amended to read: 
3. 
Termination of 
assumed or fictitious 
name. 
For 
a 
termination of an assumed or fictitious name under section 4G§ 
405-A, a fee of $20: 
Sec. C-16. 31 MRSA §526, sub-§4, as amended by PL 1993, c. 
316, §65, is further amended to read: 
4. 
Registered name. 
For filing of an application for a 
registered name of a foreign limited partnership under section 
4Qe 406-A, 
a fee of $20 per month for the number of months or 
fraction of a month remaining in the calendar year when first 
filing. 
For filing an application to renew the registration of a 
registered name, a fee of $155; 
Sec. C-17. 31 MRSA §526, sub-§4-A, as enacted by PL 1993, c. 
316, §66, is repealed. 
Sec. C-18. 31 MRSA §526, sub-§18, as amended by PL 1999, c. 
638, §19, is repealed. 
Sec. C-19. 31 MRSA §603, as corrected by RR 2001, c. 2, Pt. 
B, §50 and affected by §58, is repealed. 
Sec. C-20. 31 MRSA §603-A is enacted to read: 
§603-A. 
Limited liability company name 
1. 
Requirements. 
A limited liability company name must 
contain the words "Limited Liability Company," the abbreviation 
"L.L.C." or the designation "LLC" unless the limited liability 
<:;ompQIlyj.s ___ LiJing an 
assumed 
name 
under section 605-A or 
a 
registration of name under section 606-A. 
If the words "Limited 
Liability 
Company," 
"Limited 
Liability 
Company, 
Chartered, " 
"Limited Liability Company, Professional Association," "Limited 
Liability Company, 
P.A." 
or 
any of 
the 
designations without 
commas are used, 
a limited liability company may also use the 
abbreviation "L.L.C." or the designation "LLC" without filing an 
assumed name under section 60S-A. 
2. 
Distinguishable 
name. 
Except 
as 
authorized 
by 
sllhsf'r.ti ons 
:\ 
and 4« 
a limited liabiJJ. ty company name must be 
distinguishable on the records of the Secretary of State from: 
A. 
The name of a corporation, limited liability company, 
limited liability partnership or limited partnership that is 
incorporated, organized or authorized to transact business 
or carryon activities in this State; 
B. 
Assumed, 
fictitious, 
reserved 
and 
registered 
name 
filings for all entities: and 
C. 
Marks registered under Title 10, chapter 301-A unless 
the registered owner or holder of the mark is the 
same 
person or entity as the limited liability company seeking to 
use a name that is not distinguishable on the records of the 
Secretary of State and files proof of ownership with the 
Secretary of State. 
3. 
Refuse to file name. 
The Secretary of State, in the 
Secretary of State's discretion, may refuse to file a name that: 
A. 
Consists of or comprises language that is obscene; 
B. 
Inappropriately promotes abusive or unlawful activity; 
C. 
Falsely 
suggests 
an 
association 
with 
public 
institutions: or 
D. 
Violates any other provision of the law of this State 
with respect to names. 
4. 
Authorization to use name. 
A limited liability company 
may apply to the Secretary of State for authorization to use a 
name that is not distinguishable on the records of the Secretary 
of State from one or more of the names described in subsection 2. 
The Secretary of State shall authorize use of the name applied 
for if: 
A. 
The entity in possession of the name consents to the use 
in writing and submits an undertaking in a form satisfactory 
to the Secretary of State to change its name to a name that 
is distinguishable on the records of the Secretary of State 
from the name of the applicant: or 
B. 
The applicant delivers to the Secretary of State 
a 
certified copy of the final judgment of a court of competent 
jurisdiction establishing the applicant I s right to use the 
name applied for in this State. 
5. 
Use of another limited liability company's name. 
A 
limited liability company m~y use the name, 
i~~~u~ing the assumed 
or 
fictitious 
name, 
of 
another 
domestic 
or 
foreign 
limited 
liability company that is used in this State if the other limited 
liability company is organized or authorized to transact business 
in this State and the limited liability company proposing to use 
the name: 
A. 
Has merged with the other limited liability company; 
B. 
Has been formed by reorganization of the other limited 
liability company; or 
C. 
Has acquired all or substantially all of the assets, 
including the limited liability company name, of the other 
limited liability company. 
6. 
Determining distinguishability. 
In determining whether 
names are distinguishable on the records, the Secretary of State 
shall disregard the following: 
A. 
Words or abbreviations of words that describe the nature 
of 
the 
entity, 
including 
"professional 
association," 
"corporation," 
"company, " 
"incorporated," 
"chartered, " 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"service 
corporation" 
and 
"professional 
corporation"; 
B. 
The presence or absence of the words or symbols of the 
words "and" and "the"; and 
c. 
Differences in the use of punctuation, capitalization or 
special characters. 
7. 
Change of limited liability company name by foreign 
limited liability 
company. 
If 
a 
foreign 
limited 
liability 
company authorized to transact business in this State changes its 
name 
to one that does 
not satisfy the requirements of this 
section, it may not transact business in this State under the 
proposed 
new 
name 
until it 
adopts 
a 
name 
satisfying 
the 
requirements of this section and files an amended application for 
authority under section 715 that is accompanied by a statement of 
use of a fictitious name under section 605-A. 
8. 
Exception. 
Notwithstanding subsection 2, the name of a 
foreign limited liability company may be not distinguishable on 
the records of the Secretary of State 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. 
9. 
Name of limited liability company suspended. 
Subsection 
does not apply to the name of any limited liability company 
whose certificate is suspended on and after the 3rd anniversary 
of the suspension. 
Sec. C-21. 31 MRSA §604, as enacted by PL 1993, c. 718, Pt. 
A, §1, is repealed. 
Sec. C-22. 31 MRSA §604-A is enacted to read: 
§604-A. 
Reserved name 
1. 
Reserve use of name. 
A person may reserve the exclusive 
use of a limited liability company name, including an assumed or 
fictitious 
name, 
by executing 
and 
delivering 
for 
filing 
an 
application to the Secretary of State. The application must set 
forth the name and address of the applicant and the name proposed 
to be reserved. If the Secretary of State finds that the limited 
liability company name applied for is available, the Secretary of 
State shall reserve the name for the applicant's exclusive use 
for a nonrenewable period of 120 days. 
2. 
Transfer of reservation. 
The 
owner 
of 
a 
reserved 
limited liability company name under subsection 1 may transfer 
the reservation to another ~erSOIl by executing and delivering for 
filing to the Secretary of State a notice of the transfer, signed 
by the transferor, that states the 
name 
and address of the 
transferee. 
Sec. C-23. 31 MRSA §605, as enacted by PL 1993, c. 718, Pt. 
A, §1, is repealed. 
Sec. C-24. 31 MRSA §605-A is enacted to read: 
§605-A. 
Assumed or fictitious name of limited liability company 
1. 
Assumed name defined. 
As used in this section, "assumed 
name" means a trade name or any name other than the real name of 
a limited liability company except a fictitious name. 
2. 
Fictitious name defined. 
As 
used in this section, 
"fictitious name" 
means 
a 
name 
adopted by 
a 
foreign limited 
liability company authorized to transact business in this State 
because its real name is unavailable pursuant to section 603-A. 
3. 
Authorized to transact business. 
Upon complying with 
this section, a domestic or foreign limited liability company 
authorized to transact business in this State may transact its 
busin~§§ in this State under one Qr more Q.s;;;umed or 
fictHi~}ls 
names. 
4. 
File statement indicating use of assumed or fictitious 
name. 
Prior to transacting business in this State under 
an 
assumed or fictitious name, 
a limited liability company shall 
execute and deliver to the Secretary of State for filing a 
statement setting forth: 
A. 
The limited liability company name: 
B. 
That the limited liability company intends to transact 
business under an assumed or fictitious name: 
C. 
The 
assumed 
or 
fictitious 
name 
that 
the 
limited 
liability company proposes to use; 
D. 
If the assumed name is not to be used at all of the 
limited liability 
company's 
places 
of 
business 
in this 
State, the locations where that name will be used; and 
E. 
If the company is a foreign limited liability company: 
(1) 
The jurisdiction of organization: and 
(2 ) 
The date on which it was authorized to transact 
business in this State. 
A separate 
statement must be 
executed 
and delivered to 
the 
Secretary of State for filing with respect to each assumed or 
fictitious name that the limited liability company proposes to 
use. 
5. 
Compliance required. 
An assumed or fictitious name must 
comply with the requirements of section 603-A. 
6. 
Enjoin use of assumed or fictitious name. 
If a limited 
liability company uses 
an assumed or fictitious 
name without 
complying with the reguirements of this section, the continued 
use of the assumed or fictitious name may be enjoined upon suit 
by the Attorney General or by any person adversely affected by 
the use of the assumed or fictitious name. 
1. 
Enjoin use despite 
compliance. 
Notwithstanding its 
compliance with the reguirements of this section, the use of an 
assumed or fictitious name 
may be enjoined upon suit by the 
Attorney General or by any person adversely affected by such use 
if: 
A. 
The assumed or fictitious name did not, at the time the 
.us ..... t ...... a"-'t...,e""m ..... e .... n ..... t~ ... 
r-'"e~~...,u ... ~ 
... · .... r->o<e->od>--",b4y_",,-,s ub sec t ion 4 was 
~f~i-",l,-"e<->d"'-L-' ----'c"'o""m"-'p=l"'v_-'-'w-"'i'-.'t=h 
the requirements of section 603-A; or 
B. 
The assumed or fictitious name is not distinguishable on 
the records of the Secretary of State from a name in which 
the plaintiff has prior rights by virtue of the common law 
or 
statutory 
law 
of 
unfair 
competition, 
unfair 
trade 
practices, common law copyright or similar law. 
The mere filing of a statement pursuant to subsection 4 does not 
constitute actual use of the assumed or fictitious name set out 
in that statement for the purpose of determining priority of 
rights. 
8. 
Terminate use of assumed or fictitious name. 
A limited 
liability company may terminate an assumed or fictitious name by 
executing and delivering to the Secretary of State a statement 
setting forth: 
A. 
The name of the limited liability company; 
B. 
That the limited liability company no longer intends to 
transact business under the assumed or fictitious name; and 
c. 
The assumed or fictitious name the limited liability 
company intends to terminate. 
Sec. C-2S. 31 MRSA §606, as amended by PL 1995, c. 514, §§4 
and 5, is repealed. 
Sec. C-26. 31 MRSA §606-A is enacted to read: 
§606-A. 
Registered name of foreign limited liability company 
1. 
Register limited liability company name. 
A foreign 
limited liability company may 
register its limited liability 
company name if the name is distinguishable on the records of the 
Secretary of State pursuant to section 603-A. 
2. 
Application. 
To register its limited liability company 
name, 
deliver 
a 
forp.ign 
limited 
liabilit~ company 
must 
execute 
and 
to the Secretary of State for filing an application that: 
A. 
Sets forth its limited liability company name, the state 
or country and date of its organization, the address of its 
principal office wherever located and a brief description of 
the nature of the business in which it is engaged; and 
B. 
Is 
accompanied 
by 
a 
certificate of existence or 
a 
document 
of 
similar 
import 
duly 
authenticated 
by 
the 
secretary of state or ot.hp.r official having custody of 
limited liability company records in the state or country 
under whose law the foreign limited liability company is 
organized. The certificate of existence must have been made 
not 
more 
than 
days 
prior 
to 
the 
delivery 
of 
the 
application for filing. 
3. 
App1icant's exclusive use. 
A limited liability company 
name is registered for 
a foreign limited liability company's 
exclusive use upon the effective date of the application under 
subsection 2 until the end of the calendar year in which the 
application was filed. 
4. 
Renewal of registered name. 
A foreign limited liability 
company whose registration under this section is effective may 
renew it for a successive year by delivering for filing to the 
Secretary of State between October 1st and December 
31st 
a 
renewal 
application 
that 
complies 
with 
the 
reguirements 
of 
subsection 2. 
The renewal application, when filed, 
renews the 
registration for the following calendar year. 
5. 
Qualify as foreign limited liability company. 
A foreign 
limited liability company whose registration under this section 
is effective may, after the registration is effective, gualify as 
a foreign limited liability company under the registered name or 
may consent in writing to the use of that name by a 
limited 
liability coml?any organized under this Act or by al,other foreign 
limited liability coml?any authorized to transact business in this 
State. 
The registration terminates when the domestic limited 
liability company is organized or the foreign limited liability 
company qualifies or consents to the qualification of another 
foreign limited liability company under the registered name. 
Sec. C-27. 31 MRSA §712, sub-§3, 1fH, as enacted by PL 1993, c. 
718, Pt. A, §1, is amended to read: 
H. 
A certificate of 
'3eea--&t-and-i~~l'--.,i-t£-~:W-a-l-en-t--ftem 
~ae--~te~et--effieet--ef--i~s--~~tisaie~ieB--ef--et'3aBiga~ieB 
existence or a document of similar iml?ort duly authenticated 
by the secretary of state or other official having custody 
of limited liability coml?any records in the state or country 
under whose law the foreign limited liability coml?any is 
organized. 
The 
certificate 
of 
'3eea---6-t-a.n€l-i-R~----O-F---i~s 
eEf~ivaJ:eB~ existence must have been made not more than 90 
days prior to the delivery of the application for filing; and 
Sec. C-28. 31 MRSA §714, sub-§I, as enacted by PL 1993, c. 
718, Pt. A, §1, is amended to read: 
1. 
Name. 
A foreign limited liability company may apply to 
the Secretary of State to do business in this State under a name 
that 
conforms 
with 
the 
requirements 
of 
section 
eG~ 
603-A, 
subsection 1. 
The name does not need to be the same as the name 
under which it is authorized to do business in the jurisdiction 
of its organization. 
Sec. C-29. 31 MRSA §719, sub-§2, 1l1lB and C, as enacted by PL 
1993, c. 718, Pt. A, §1, are amended to read: 
B. 
The authority of a foreign limited liability company may 
be revoked only after: 
(1) 
The Secretary of State has mailed to the foreign 
limited liability company's last registered office in 
this State and to its last registered or principal 
office in its jurisdiction of organization as filed 
with the Secretary of State, a 
~G-aay 60-day notice of 
pending revocation of its authority to do business in 
this State. 
The notice must specify the default; and 
(2) 
The foreign limited liability 
prior to 
revocation, 
removed 
the 
specified in the notice. 
company has not, 
ground of default 
C. 
After the expiration of the ~G-Elay 60-day notice peLiod, 
if a foreign limited liability company has not corrected the 
specified default or convinced the Secretary of State, by 
affidavit or otherwise, that there was no misrepresentation 
relative to paragraph A, subparagraph (5), the Secretary of 
State shall issue 
and file 
a 
certificate 
revoking 
the 
foreign limited liability company's authority to do business 
in 
this 
State 
and 
mail 
copies 
of 
the 
certificate 
of 
revocation to the foreign limited liability company's last 
registered office in this State and to its last registered 
or principal office in its jurisdiction of organization as 
filed with the Secretary of State. 
Sec. C-30. 31 MRSA §751, sub-§I, as amended by PL 1997, c. 
376, §57, is further amended to read: 
1. 
Reservation. 
For 
filing 
of 
an 
application 
for 
reservation of name or a notice of transfer 
er--£-afl-£e-:l-:la~4eB of 
reservation pursuant to section ~G4 604-A, a fee of $20 for each 
limited liability company affected; 
Sec. C-31. 31 MRSA §751, sub-§§2 to 4, as enacted by PL 1993, 
c. 718, Pt. A, §1, are amended to read: 
2. 
Assumed 
or 
fictitious 
name. 
For 
filing 
of 
an 
application for an assumed name under section eGa 60S-A, a fee of 
$105 and for filing an application for a fictitious name under 
section 60S-A, a fee of $20; 
3. 
Termination of assumed or fictitious name. 
For filing 
of a termination of an assumed or fictitious name under section 
eG§ 60S-A, a fee of $20; 
4. 
Registered name. 
For filing of an application for a 
registered name of 
a 
foreign limited liability company under 
section eGe 606-A, 
a 
fee of $20 per month for the number of 
months or fraction of a month remaining in the calendar year when 
first 
filing. 
For 
filing 
an 
application 
to 
renew 
the 
registration of a registered name, a fee of $155; 
Sec. C-32. 31 MRSA §751, sub-§5, as enacted by PL 1993, c. 
718, Pt. A, §1, is repealed. 
Sec. C-33. 31 MRSA §751, sub-§23, as amended by PL 1999, c. 
638, §38, is repealed. 
Sec. C-34. 31 MRSA §803, as corrected by RR 2001, c. 2, Pt. 
B, §52 and affected by §58, is repealed. 
Sec. C-35. 31 MRS A §803-A is enacted to read: 
§803-A. 
Registered limited liability partnership name 
1. 
Requirements. 
A limited liability partnership name must 
contain 
the 
words 
"Limited 
Liability 
Partnership," 
the 
abbreviation 
"L.L.P." 
or 
the 
designation 
"LLP" 
unless 
the 
partnership is filing an assumed name under section 805-A or a 
registration of name under section 806-A. 
If the words "Limited 
Liability 
Partnership," 
"Limited 
Liability 
Partnership, 
Chartered," 
"Limited 
Liability 
Partnership, 
Professional 
Association," "Limited Liability Partnership, P.A." or any of the 
designations 
without 
commas 
are 
used, 
a 
limited 
liability 
partnership 
may 
also 
use 
the 
abbreviation 
"L. L. P." 
or 
the 
designation "LLP" without filing an assumed name under section 
805-A. 
2. 
Distinguishable 
name. 
Except 
as 
authorized 
by 
subsections 3 and 4, a limited liability partnership name must be 
distinguishable on the records of the Secretary of State from: 
A. 
The name of a corporation, limited liability company, 
limited liability partnership or limited partnership that is 
incorporated, organized or authorized to transact business 
or carryon activities in this State; 
B. 
Assumed, 
fictitious, 
reserved 
and 
registered 
name 
filings for all entities; and 
C. 
Marks registered under Title 10, chapter 30l-A unless 
the registered owner or holder of the mark is the same 
person 
or 
entity 
as 
the 
limited liability partnership 
seeking to use a name that is not distinguishable on the 
records 
of the 
Secretary of 
State 
and files 
proof 
of 
ownership with the Secretary of State. 
3. 
Refuse to file name. 
The Secretary of State, in the 
Secretary of State's discretion, may refuse to file a name that: 
A. 
Consists of or comprises language that is obscene; 
B. 
Inappropriately promotes abusive or unlawful activity; 
C. 
Falsely 
suggests 
an 
association 
with 
public 
institutions; or 
D. 
Violates any other provision of the law of this State 
with respect to names. 
4. 
Authorization 
to 
use 
name. 
A 
limited 
liability 
partnership may apply to the Secretary of State for authorization 
to use a name that is not distinguishable on the records of 
tjH~ 
Secretary of State from one or more of the names described in 
subsection 2. The Secretary of State shall authorize use of the 
name applied for if: 
A. 
The entity in possession of the name consents to the use 
in writing and submits an undertaking in a form satisfactory 
to the Secretary of State to change its name to a name that 
is distinguishable on the records of the Secretary of State 
from the name of the applicant; or 
B. 
The applicant delivers to the Secretary of State 
a 
certified copy of the final judgment of a court of competent 
jurisdiction establishing the applicant's right to use the 
name applied for in this State. 
5. 
Use of anot-~er limited liability partnership's name. 
A 
limited liability partnership may use the name, 
including the 
assumed or fictitious 
name, 
of another registered or foreign 
limited liability partnership that is used in this State if the 
other limited liability partnership is organized or authorized to 
transact 
business 
in 
this 
State 
and 
the 
limited 
liability 
partnership proposing to use the name: 
A. 
Has merged with the other limited liability partnership; 
B. 
Has been formed by rporqanization of the other limited 
liability partnership; or 
C. 
Has acquired all or substantially all of the assets, 
including the limited liability partnership name, 
of the 
other limited liability partnership. 
6. 
Determining distinguishability. In 
determining whether 
names are distinguishable on the records, the Secretary of State 
shall disregard the following: 
A. 
Words or abbreviations of words that describe the nature 
of 
the 
entity, 
including 
"professional 
association," 
"corporation," 
"company," 
"incorporated," 
"chartered, " 
"limited," 
"limited 
partnership," 
"limited 
liability 
company," "professional limited liability company," "limited 
liability 
partnership," 
"registered 
limited 
liability 
partnership," 
"service 
corporation" 
and 
"professional 
corporation"; 
B. 
The presence or absence of the words or symbols of the 
words "and" and "the"; and 
c. 
Differences in the use of punctuation, capitalization or 
special characters. 
1. 
Change of limited liability partnership name by foreign 
limited liability partnership. 
If a foreign limited liability 
partnership authorized to transact business in this State changes 
its name to one that does not satisfy the reg:uirements of this 
section, it may not transact business in this State under the 
proposed 
new 
name 
until it 
adopts 
a 
name 
satisfyiOng 
the 
reg:uirements of this section and files an amended application for 
authority under section 855 that is accompanied by a statement of 
use of a fictitious name under section 80S-A. 
8. 
Exception. 
Notwithstanding subsection 2, the name of a 
limited liability partnership may be not distinguishable on the 
records 
of 
the 
Secretary 
of 
State if the 
foreign 
limited 
liability partnership was authorized to do business in this State 
prior to January 1, 1996 and had the right to use the name as its 
legal name before that date. 
9. 
Name 
of 
limited 
liability 
partnership 
revoked. 
Subsection 2 does not apply to the name of any partnership whose 
status as a limited liability partnership has been revoked on and 
after the 3rd anniversary of the revocation. 
Sec. C-36. 31 MRSA §804, as enacted by PL 1995, c. 633, Pt. 
B, §l, is repealed. 
Sec. C-37. 31 MRS A §804-A is enacted to read: 
§804-A. 
Reserved name 
1. 
Reserve use of name. 
A person may reserve the exclusive 
use of a limited liability partnership name, including an assumed 
or fictitious name, by executing and delivering for filing an 
application to the Secretary of State. The application must set 
forth the name and address of the applicant and the name proposed 
to be reserved. If the Secretary of State finds that the limited 
liabili ty 
partnership 
name 
applied 
for 
is 
available, 
the 
Secretary of State shall reserve the name for the applicant's 
exclusive use for a nonrenewable period of 120 days. 
2. 
Transfer of reservation. 
The 
owner 
of 
a 
reserved 
limited 
liability 
partnership 
name 
under 
subsection 
may 
transfer the 
reservation to another 
person by executing and 
delivering for filing to the Secretary of State a notice of the 
transfer, signed by the transferor, that states the name 
and 
address of the transferee. 
Sec. C-38. 31 MRSA §805, as enacted by PL 1995, c. 633, Pt. 
B, §1, is repealed. 
Sec. C-39. 31 MRSA §805-A is enacted to read: 
§S05-A. 
Assumed or fictitious name of limited liability 
partnership 
1. 
Assumed name defined. 
As used in this section, "assumed 
name" means a trade name or any name other than the real name of 
a limited liability partnership except a fictitious name. 
2. 
Fictitious name defined. 
As 
used in this section, 
"fictitious name" 
means 
a 
name 
adopted by a 
foreign limited 
liability partnership authorized to transact business in this 
State because its real name is unavailable pursuant to section 
803-A. 
3. 
Authorized to transact business. 
Upon complying with 
this 
section, 
a 
registered 
or 
foreign 
limited 
liability 
partnership authorized to transact business in this State may 
transact its business in this State under one or more assumed or 
fictitious names. 
4. 
File statement indicating use of assumed or fictitious 
name. 
Prior to transacting business in this State under an 
Cissumed or fictitiouE name, a 1 imi t-p.d liability partnership shall 
execute 
and deliver to the Secretary of State for filing 
a 
statement setting forth: 
A. 
The limited liability partnership name: 
B. 
That 
the 
limited liability partnership 
intends 
to 
transact business under an assumed or fictitious name; 
c. 
The 
assumed 
or 
fictitious 
name 
that 
the 
limited 
liability partnership proposes to use; 
D. 
If the assumed name is not to be used at all of the 
limited liability partnership's places of business in this 
State, the locations where that name will be used: and 
E. 
If 
the 
company 
is 
a 
foreign 
limited 
liabili ty 
partnership: 
(1) 
The jurisdiction of organization: and 
( 2) 
The date on which it was authorized to transact 
business in this State. 
A 
separate 
statement must 
be 
executed 
and delivered to 
the 
Secretary of State for filing with respect to each assumed or 
f icti tious name that the limi ted liability partnel. 3hip proposes 
to use. 
5. 
Compliance required. 
Each assumed or fictitious name 
must comply with the reQuirements of section 803-A. 
6. 
Enjoin use of assumed or fictitious name. 
If a limited 
liability partnership uses an assumed or fictitious name without 
complying with the reQuirements of this section, the continued 
use of the assumed or fictitious name may be enjoined upon suit 
by the Attorney General or by any person adversely affected by 
the use of the assumed or fictitious name. 
7. 
Enjoin use despite 
compliance. 
Notwithstanding its 
compliance with the reQ:llirements of this section, the use of an 
assumed name or fictitious name may be enjoined upon suit by the 
Attorney General or by any person adversely affected by such use 
if: 
A. 
The assumed or fictitious name did not, at the time the 
statement reQuired by subsection 4 was filed, comply with 
the requirements of section 803-A: or 
B. 
The assumed or fictitious name is not distinguishable on 
the recordE of the Serrpti'lry of State from a. name in which 
the plaintiff has prior rights by virtue of the common law 
or 
statutory 
law 
of 
unfair 
competition, 
unfair 
trade 
practices, common law copyright or similar law. 
The mere filing of a statement pursuant to SUbsection 4 does not 
constitute actual use of the assumed or fictitious name set out 
in that statement for the purpose of determining priority of 
rights. 
8. 
Terminate use of assumed or fictitious name. 
A limited 
liability partnership may terminate an assumed or fictitious name 
by executing and delivering to the Secretary of State a statement 
setting forth: 
A. 
The name of the limited liability partnership: 
B. 
That the limited liability partnership no longer intends 
to transact business under the assumed or fictitious name; 
and 
c. 
The assumed or fictitious name the limited liability 
partnership intends to terminate. 
Sec. C-40. 31 MRSA §806, as amended by PL 1997, c. 376, §63, 
is repealed. 
Sec. C-41. 31 MRSA §806-A is enacted to read: 
§S06-A. 
Registered name of foreign limited liability partnership 
1. 
Register limited liability partnership name. 
A. foreign 
limited liability partnership may register its limited liability 
partnership name if the name is distinguishable on the records of 
the Secretary of State pursuant to section 803-A.. 
2. 
Application. 
To 
register 
its 
limited 
liability 
partnership name, 
a foreign limited liability partnership must 
execute and deliver to the Secretary of State for filing an 
application that: 
A.. 
Sets forth its limited liability partnership name, the 
state or country and date of its organization, the address 
of 
its principal 
office 
wherever 
located 
and 
a 
brief 
description of the nature of the business in which it is 
engaged; and 
B. 
Is 
accompanied by 
a 
certificate of existence or 
a 
document 
of 
similar 
import 
duly 
authenticated 
by 
the 
secretary of state or other official having 
custody of 
limited liability 
rartnpr~hip 
recor~s 
in the 
state 
or 
country 
under 
whose 
law 
the 
foreign 
limited 
liability 
partnership is organized. 
In lieu of 
a 
certificate of 
existence, 
a 
copy 
of 
the 
foreign 
limited 
liability 
partnership's 
registration certified 
or 
stamped 
by 
the 
secretary of state or other proper officer in its domestic 
jurisdiction is a sufficient equivalent if such an officer 
does 
not 
produce 
any 
other 
type 
of 
certificate 
of 
existence. 
The certificate of existence must have been made 
not 
more 
than 
days 
prior 
to 
the 
delivery 
of 
the 
application for filing. 
3. 
Applicant's 
exclusive 
use. 
A. 
limited 
liability 
partnership name is registered for a foreign limited liability 
partnership's exclusive 
use 
upon 
the effective 
date 
of 
the 
application under subsection 2 until the end of the calendar year 
ln which the application was filed. 
4. 
Renewal of registered name. 
A foreign limited liability 
partnership whose registration under this section is effective 
may renew it for a successive year by delivering for filing to 
the Secretary of State between October 1st and December 31st a 
renewal 
application 
that 
complies 
with 
the 
requirements 
of 
subsection 2. 
The renewal application, when filed, 
renews the 
registration for the following calendar year. 
5. 
Qualify as foreign limited liability partnership. 
A 
foreign limited liability partnership whose registration under 
this 
section 
is 
effective 
may, 
after 
the 
registration 
is 
effective, qualify as 
a 
foreign limited liability partnership 
under the registered name or may consent in writing to the use of 
that name by a registered limited liability partnership organized 
under 
this 
Act 
or 
by 
another 
foreign 
limited 
liability 
partnership authorized to transact business in this State. The 
registration terminates when the partnership becomes a registered 
limited liability partnership or the foreign limited liability 
partnership qualifies or consents to the qualification of another 
foreign limited liability partnership under the registered name. 
Sec. C-42. 31 MRSA §852, sub-§3, 1fH, as enacted by PL 1995, c. 
633, Pt. B, §1, is amended to read: 
H. 
A certificate of 
'3ee€i--&t-and-i~--G-F---i-t-6--equ-i-v-a-1-e-n-t--f~em 
~Re--~~e~e~--effiee~--eE--i~6--j~~i6€iie~ieB--eE--e~'3aBiga~ieB 
existence or a document of similar import duly authenticated 
by the secretary of state or other official having custody 
of limited liability partnership records in the state or 
country 
under 
whose 
law 
the 
foreign 
limited 
liability 
partnership is organized. 
~eF--tRe-~~~--~~&-~aFa'3~a~R 
Tn l;PlI of a certificate of e,xist~nce, a copy of the foreign 
limited liability partnership's registration certified or 
stamped by the 
SeeFet:aFy--of--St.a~e secretary of state or 
other proper officer in its domestic 
jurisdiction is 
a 
sufficient equivalent if such an officer does not produce 
any other type of certificate of existence. 
The certificate 
of '3ee€i--6-t~~-~--~~&-e~~iVa±eB~ existence must have been 
made not more than 90 days prior to the delivery of the 
application for filing; and 
Sec. C-43. 31 MRSA §854, sub-§I, as enacted by PL 1995, c. 
633, Pt. B, §l, is amended to read: 
1. 
Hame. 
A foreign limited liability partnership may apply 
to the Secretary of State to do business in this State under a 
name that conforms with the requirements of section 
gG~ 803-11., 
subsection 1. 
The name need not be the same as the name under 
which it is authorized to do business in the jurisdiction of its 
organization. 
Sec. C-44. 31 MRSA §859, sub-§I, "B and C, as enacted by PL 
1995, c. 633, Pt. B, §1, are amended to read: 
B. 
A foreign partnership's status as a limited liability 
partnership in this State may be revoked only after: 
(1) 
The Secretary of State has mailed to the foreign 
limited liability partnership I s last registered office 
in this State and to its last registered or principal 
office in its jurisdiction of organization as filed 
with the Secretary of State a 
~Q-aay 60-day notice of 
pending revocation of its status as a foreign limited 
liability partnership in this State. 
The notice must 
specify the default; and 
(2) 
The foreign limited liability partnership has not, 
prior to revocation, 
removed 
the ground of default 
specified in the notice. 
c. 
After the expiration of the ~Q-aay 60-day notice period, 
if a foreign limited liability partnership has not corrected 
the specified default or convinced the Secretary of State, 
by 
affidavit 
or 
otherwise, 
that 
there 
was 
no 
misrepresentation relative to paragraph A, subparagraph (5), 
the Secretary of State shall issue and file a certificate 
revoking the status of the partnership as a foreign limited 
liability partnership in this State and mail copies of the 
certificate of revocation to the foreign limited liability 
partnership I s last registered office in this State and to 
its last registered or principal office in its jurisdiction 
of organization as filed with the Secretary of State. 
Sec. C-4S. 31 MRSA §871, sub-§I, as amended by PL 1997, c. 
376, §71, is further amended to read: 
1. 
Reservation. 
For filing an application for reservation 
of name or a notice of transfer or cancellation of reservation 
pursuant to section 8Q4 804-A, 
a 
fee of $20 for each limited 
liability partnership affected; 
Sec. C-46. 31 MRSA §871, sub-§§2 to 4, as enacted by PL 1995, 
c. 633, Pt. B, §l, are amended to read: 
2. 
Assumed or fictitious name. 
For filing an application 
for an assumed name under section 8Q§ 80S-A, a fee of $105 and 
for filing an application for a fictitious name under section 
80S-A, a fee of $20; 
3. 
Termination of assumed or fictitious name. 
termination of an assumed or fictitious name under 
80S-A, subsection e ~, a fee of $20; 
For filing a 
section 8Q§ 
4. 
Registered 
name. 
For 
filing 
an 
application 
for 
a 
registered name of a foreign limited liability partnership under 
section 
gQ~ 806-A, 
a 
fee of $20 per month for 
Lhe 
number of 
months or fraction of a month remaining in the calendar year when 
first filing ... --F9F; and for filing an application to renew the 
registration of a registered name, the fee is $155; 
Sec. C-47. 31 MRSA §871, sub-§5, as enacted by PL 1995, c. 
633, Pt. B, §l, is repealed. 
Sec. C-48. 31 MRSA §871, sub-§21, as enacted by PL 1995, c. 
633, Pt. B, §l, is repealed. 
Emergency clause. 
In view of the emergency cited in the 
preamble, this Act takes July 1, 2003. 
SUMMARY 
Part 
A makes 
the necessary changes 
to 
the 
mark 
law to 
conform to the new name availability standard under the Maine 
Revised Statutes, Title l3-C. 
Part B does the following: 
1. 
It adds language to defer to the licensing authorities 
of thp prnff'ssions to determine who may be a shareholder in a 
corporation; 
2. 
It makes the necessary changes to the Maine Professional 
Service Corporation Act to provide for the use of a fictitious 
name by a foreign professional service corporation when its real 
name is not available for use in this State; 
3. 
It adds definitions to the Maine Nonprofit Corporation 
Act for "individual" and "person"; 
4. 
It makes the necessary changes to the Maine Nonprofit 
Corporation Act [Oi the name availability standard for corporate 
names to conform to the new name availability standard under 
Title l3-C; 
5. 
It makes the necessary changes to the Maine Nonprofit 
Corporation Act for the name availability standard for reserved 
names to conform to the 
new name availability standard under 
Title l3-C; 
6. 
It makes the necessary changes to the Maine Nonprofit 
Corporation Act for the name availability standard for registered 
names of foreign nonprofit corporations to conform to the new 
name availability standard under Title 13-C; 
7. 
It makes the necessary changes to the Maine Nonprofit 
Corporation Act for the name availability standard for assumed 
and fictitious names to conform to the new name availability 
standard under Title 13-C; 
8. 
It makes the necessary changes to the Maine Nonprofit 
Corporation 
Act 
for 
certificates 
of 
existence 
for 
foreign 
corporations qualifying to carryon activities in this State to 
conform to the similar changes under Title 13-C; 
9. 
It provides for the automatic cancellation of authority 
of 
foreign nonprofit 
corporations 
when 
they domesticate 
and 
convert under Title 13-C, chapter 9; 
10. 
It changes the time frame to correct a default before 
revocation of authority from 30 to 60 days; 
11. 
It repeals the fee for termination of a registered name 
under Title 13-B; 
12. 
It adds the terminology for a fictitious name used by a 
foreign corporation when its real name is not available in this 
State to the fee section of Title 13-B to conform to similar 
provisions under Title 13-r; 
13. 
It adds definitions for "close corporation," "facts 
objectively ascertainable," "interest" and "interest holder"; 
14. 
It adds other statutory references to the definition of 
"nonprofit corporation"; 
15. 
It adds "extrinsic facts" to clarify that all documents 
submitted for filing must be legible and printed in ink and 
establishes outer boundaries of extrinsic facts that can be 
referred to in a filed document or a plan; 
16. 
It clarifies the amount of the fee for a change in the 
name of the current clerk or registered agent. 
The bill adds 
language for an amended annual report and for a certificate of 
fact; 
17. 
It adds language to provide for a termination of a 
fictitious name; 
18. 
corrected 
It clarifies 
that 
a 
does 
not have 
to be 
copy 
of 
attached 
the 
document 
being 
to the articles of 
incorporation because the document is already filed with the 
Secretary of State; 
19. 
It adds language to require a foreign corporation to 
provide its jurisdiction of incorporation as well as the date it 
was authorized to transact business in this State on articles of 
correction; 
20. 
It adds language to clarify the required contents of a 
certificate of existence or authority; 
21. 
It adds language to provide for a certificate of fact 
of any fact on the records of the Secretary of State; 
22. 
It adds language that allows the Secretary of State to 
provide public access to the Secretary of State's database; 
23. 
It adds language that allows the Secretary of State to 
establish 
by 
rule 
a 
fee 
schedule 
to 
cover 
the 
cost 
of 
publications. 
Addi tionally, 
the 
money 
collected 
under 
this 
section must 
be 
deposited 
in 
a 
fund 
to 
update 
or 
replace 
publications; 
24. 
It adds 
a 
reference to Title 13-C, 
section 601 to 
clarify the description of the stock required on the articles of 
incorporation and repeals language that is superfluous; 
25. 
It 
adds 
language 
to 
provide 
that 
articles 
of 
incorporation may be dependent upon extrinsic facts; 
26. 
It clarifies that broad corporate purposes apply to all 
corporations subject to the Maine Business Corporation Act, not 
just those incorporated under the Maine Business Corporation Act; 
27. 
It clarifies that nonprofit corporations are subject to 
the provisions of the Maine Business Corporation Act; 
28. 
process 
that is 
name; 
It adds 
language 
to clarify 
to allow for corporations that 
not distinguishable from that 
the 
name 
availability 
own a mark with a name 
corporation's corporate 
29. 
It clarifies which words and symbols are disregarded 
when determining distinguishability of a name; 
30. 
It adds 
language 
to clarify the 
name 
availability 
process when a foreign corporation changes its name; 
31. 
It corrects 
provisions relating to 
foreign corporations; 
grammar 
to 
certificates 
be 
of 
consistent 
existence 
with 
other 
provided by 
32. 
It 
changes 
language 
to 
clarify 
that 
a 
foreign 
corporation may consent to the use of a registered name by any 
corporation that is subject to the Maine Business Corporation 
Act, not just a corporation that is incorporated under the Maine 
Business Corporation Act; 
33. 
It replaces language in the Maine Revised Statutes, 
Title 13-C, section 404, subsection 1 to conform to the model 
language of real name versus true name from current Title 13-A; 
34. 
It deletes 
language 
requiring 
the 
address 
of 
the 
registered office 
on 
assumed or fictitious 
name 
filings 
and 
deletes 
a 
reference to fictitious 
name relative to using an 
assumed name in less than all locations of business; 
35. 
It adds language to require additional information for 
a foreign corporation filing a fictitious name; 
36. 
It deletes 
language 
requiring 
the 
address 
of 
the 
registered office on termination of assumed or fictitious name 
filings; 
37. 
It adds language abollt t-hp. nut.ies of a clerk taken from 
another section of the law. 
This change places all information 
about the clerk into one section; 
38. 
It requires a resigning clerk to include as part of the 
filing, in addition to the corporate officer's name and title, 
the address of the officer to whom the notice of resignation was 
mailed. Additionally, it clarifies to whom 
the notice may be 
sent. 
The bill clarifies the language for changing the name of 
the current clerk and adds language about address requirements 
for 
the 
registered 
office 
and 
clarifies 
the 
signature 
requirements 
on 
any 
document that changes 
the clerk 
of the 
corporation; 
39. 
It clarifies that series, as well as classes, can be 
specified in the articles of incorporation; 
40. 
It provides that terms of shares may be dependent upon 
extrinsic facts and terms of shares may vary among holders of the 
same class or series; 
41. 
It establishes that 
a 
board of directors 
may 
fix 
provisions of series, as well as classes; 
42. 
It provides that board approval of rights or options to 
acquire securities also constitutes authorization to issue the 
underlying securities and confirms that rights and options to 
securities may be limited based on share holdings; 
43. 
It preserves preemptive rights that existed for shares 
that were issued and outstanding on June 30, 2003; 
44. 
It clarifies that a notice of a special meeting and 
notice of death or incapacity o~ a shareholder must be delivered 
to the clerk, not the secretary; 
45. 
It clarifies that an inspector may be the clerk or an 
officer or employee of a corporation; 
46. 
It clarifies that the articles of incorporation may 
provide for a quorum greater or less than a majority and sets a 
minimum quorum of not less than 1/3 of the shares of a voting 
group entitled to vote on a matter; 
47. 
It clarifies that shareholder agreements are valid for 
an unlimited term unless otherwise stated in the agreement; 
48. 
It clarifies the effect of a director's failure to 
object to defective notice; 
49, 
It 
clarif;ps 
t.hi'lt. 
authorization 
process 
is 
discretionary with the board of directors or the shareholders, as 
the case may be; 
50. 
It clarifies 
which 
persons 
whose 
knowledge 
of 
a 
conflict of interest is taken into account for determination of 
certain voting matters; 
51. 
It provides that a plan of domestication may be made 
dependent upon extrinsic facts; 
52. 
It 
shareholders 
adds 
for the 
language 
plan of 
nonprofit conversion and for the 
relative 
to 
domestication, 
plan of entity 
the 
consent 
for the plan 
conversion; 
of 
of 
53. 
It provides that a plan of nonprofit conversion may be 
made dependent upon extrinsic facts; 
54. 
It clarifies the voting requirements for a class or 
series of shares on a plan of nonprofit conversion; 
55. 
It adds 
language 
to 
require that when 
a 
domestic 
business corporation converts to a foreign nonprofit corporation, 
it must provide an address to which the Secretary of State may 
mail a copy of any process served on the 
This is a similar provision to other parts 
describe a corporation's withdrawal from this 
Secretary 
of Title 
State; 
of State. 
13-C that 
56. 
It provides that terms of a plan of entity conversion 
may be made dependent upon extrinsic facts; 
57. 
It clarifies the voting requirements for 
an entity 
conversion; 
58. 
It corrects language that references 
should 
reference 
an 
unincorporated 
entity 
conversion to a domestic business corporation; 
a corporation but 
relative 
to 
the 
59. 
It clarifies the voting requirements for amendments of 
articles of incorporation; 
60. 
It 
clarifies 
that 
an 
amendment 
incorporation and a plan of merger or share 
approved by 
unanimous 
shareholder consent, 
in 
action of the board of directors is required; 
to 
articles 
exchange may 
which 
case 
of 
be 
no 
61. 
It adopts conforming changes to address filings that 
depend upon extrinsic facts; 
62. 
It clarifies that restated articles of incorporation 
may omit certain information; 
63. 
It clarifies that articles of merger or share exchange 
filed under Title 13-C, section 1106 may be combined with any 
filing required under the organic law of any domestic eligible 
entity 
involved 
in the 
transaction 
if 
the 
combined 
filing 
satisfies the requirements of both Title 13-C, section 1106 and 
the other organic law; 
64. 
It adds language to require the type of entity and 
jurisdictions of the parties to a merger or share exchange; 
65. 
It adds 
language to require that when 
a 
merger is 
effective, the foreign corporation or foreign other entity that 
is the survivor of the merger must provide an address to which 
the Secretary of State may mail a copy of any process served on 
the Secretary of State. 
This is a provision similar to other 
parts of Title 13-C that describe a corporation's withdrawal from 
this State; 
66. 
It adds language to require the names, types of entity 
and jurisdictions of the parties to a merger or share exchange 
when articles of abandonment are filed; 
67. 
It adds 
and 
corporate 
reorganization 
Corporation Act; 
68. 
It 
clarifies 
corrects references 
permitted 
under 
to 
the 
other 
Maine 
types of 
Business 
the 
voting 
requirements 
for 
asset 
dispositions; 
69. 
It clarifies that asset dispositions may be approved by 
unanimous written consent, in which case action by the board of 
directors is not required; 
70. 
It corrects 
an 
subchapter 
and 
clarifies 
unincorporated entity; 
incorrect 
a 
form 
reference 
of 
other 
to 
a 
entity 
specific 
as 
an 
71. 
It clarifies a reference to define a corporate action; 
72. 
It adds language to clarify that the statement that 
there are no unpaid debts includes the annual report required by 
Title 13-C, section 1621; 
73. 
It adds language regarding dissolution by incorporators 
or 
initial 
directors 
to 
require 
the 
date 
dissolution 
was 
authorized and the effective date of the articles of dissolution; 
74. 
It clarifies that dissolution of a corporation must be 
approved by written consent of shareholders entitled to vote; 
75. 
It 
adds 
language 
to 
require 
that 
articles 
of 
dissolution provide the effective date of the dissolution; 
76. 
It deletes language that requires 
a 
corporation to 
provide a copy of its filed articles of dissolution when revoking 
its 
dissolution 
and 
clarifies 
language 
dissolved corporation must receive a claim; 
concerning 
when 
a 
77. 
It adds language to establish a process to reinstate 
suspended corporations before July 30, 
2009 that were suspended 
prior to July 1, 2003; 
78. 
It adds 
items that are not 
an application for 
language to include contracts in the list of 
invalid if a foreign corporation has not filed 
authority; 
79. 
It corrects a reference to conform to other changes to 
the name availability process for foreign corporations; 
80. 
It adds language to clarify the requirements on an 
amended application for authority for foreign corporations; 
file 
81. 
It deletes the requirement that foreign 
a copy of a resolution by its directors that 
fictitious name; 
corporations 
adopted the 
82. 
It adds language to make the registered agent sections 
in Ti tIe 13 -C, 
chapter 15 agree with clerk sections in Title 
13-C, chapter 5; 
83. 
It adds language that requires a foreign corporation, 
on its application of withdrawal, to provide the date on which it 
was authorized to transact business in this State in addition to 
the jurisdiction under whose laws it was incorporated; 
84. 
It adds language that requires a foreign corporation, 
on its application of withdrawal after conversion, to provide the 
date on which it was authorized to transact business 
~n this 
State in addition to the jurisdiction under whose laws it was 
incorporated; 
85. 
It adds language that requires a foreign corporation, 
on its application for transfer of authority, to provide the date 
on which it was authorized to transact business in this State and 
the jurisdiction under whose laws it was incorporated in addition 
to the name of the corporation; 
86. 
It 
provides 
rules 
for 
corporate 
record 
keeping 
regarding notice6 v[ extrinsic facts; 
87. 
It deletes language relative to the registered office 
of a foreign corporation in its jurisdiction of incorporation, 
which language should only reference its principal office, and 
clarifies that the corporation must list its chief executive 
officer or chief financial officer in lieu of president and 
treasurer, respectively; 
88. 
It clarifies that an excused corporation's name is 
protected from use for 5 years from the date of excuse; and 
89. 
It adds 
language to provide for 
an amended annual 
report 
filing 
in 
the 
event 
the 
officers, 
directors 
or 
shareholders; the name of the domestic or foreign corporation and 
jurisdiction; address of registered office; or the name, business 
or residence address of the president, chief executive officer, 
treasurer or chief financial officer of a corporation change and 
the corporation determines that it is necessary to update the 
information on file prior to the filing of the next required 
annual report. 
Part C does the following: 
1. 
It makes necessary changes to the 
Limited Partnership Act to conform the name 
for 
limited partnership 
names, 
reserved 
fictitious 
names 
and 
registered 
names 
partnerships to the new name availability 
13-C; 
Maine Revised Uniform 
availability standard 
names, 
assumed 
and 
of 
foreign 
limited 
standard under Title 
2. 
It makes necessary changes to the Maine Revised Uniform 
Limited 
Partnership 
Act 
to 
conform 
provisions 
regarding 
certificates 
of 
existence 
for 
foreign 
limited 
partnerships 
qualifying 
to 
transact 
business 
in 
this 
State 
to 
similar 
provisions under Title 13-C; 
3. 
It changes the time frame to correct a default before 
revocation of authority from 30 to 60 days; 
4.. 
It adds language to include a fictitious name used by a 
foreign limited partnership when the real name is not available 
in 
this 
State 
to 
the 
fee 
section 
for 
assumed 
names 
and 
termination of assumed names to conform to similar provisions 
under Title 13-C; 
5. 
It repeals the fee 
Act relative to termination 
similar provisions under Title 
section in the Limited Partnership 
of registered names to conform to 
13-C; 
6. 
It makes necessary changGs 
to the Limited Liability 
Company Act to conform the name availability standard for limited 
liability company names, reserved names, 
assumed and fictitious 
names 
and 
registered 
names 
for 
foreign 
limited 
liability 
companies to the new name availability standard under Title 13-C; 
7. 
It makes necessary changes to the Limited Liability 
Company 
Act 
to 
conform provisions 
regarding certificates of 
existence for foreign limited liability companies qualifying to 
transact business in this State to the similar provisions under 
Title 13-C; 
8. 
It adds language to include a fictitious name used by a 
foreign limited liability company when its real 
name is not 
available in this State in the fee section for assumed names to 
conform to similar provisions under Title 13-C; 
9. 
It makes necessary changes to the Limited Liability 
Partnership Act to conform the name availability standard for 
limited liability company 
names, 
reserved names, 
assumed 
and 
fictitious 
names 
and 
registered 
names 
of 
foreign 
limited 
liability partnerships to the 
new 
name 
availability standard 
under Title 13-C; and 
10. 
It makes necessary changes to the Limited Liability 
Partnership Act provisions regarding certificates of existence 
for foreign limited liability partnerships qualifying to transact 
business in this State to conform to similar provisions under 
Ti tle 13-C.