An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limited Liability Companies and Limited Liability Partnerships
Maine Legislature, Session 122, LD 1210
Committee: Judiciary
Sponsors: HOBBINS, RICHARDSON, COURTNEY, PERRY, CARR, DUNN, FISHER, GERZOFSKY, JACKSON, PELLETIER-SIMPSON
Amends: 13-B MRSA §102, 13-B MRSA §104, 13-C MRSA §1102, 13-C MRSA §1303, 13-C MRSA §1306, 13-C MRSA §1434, 31 MRSA §402, 31 MRSA §802

Legislative Document 
No. 1210 
S.P.424 
In Senate, March 10, 2005 
An Act To Amend the Laws Relating to Corporations, Limited 
Partnerships, Limited Liability Companies and Limited Liability 
Partnerships 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Reference to the Committee on Judiciary suggested and ordered printed. 
Presented by Senator HOBBINS of York. 
Cosponsored by Speaker RICHARDSON of Brunswick and 
JOY J. O'BRIEN 
Secretary of the Senate 
Senators: COURTNEY of York, PERRY of Penobscot, Representatives: CARR of Lincoln, 
DUNN of Bangor, FISHER of Brewer, GERZOFSKY of Brunswick, JACKSON of Fort Kent, 
PELLETIER-SIMPSON of Auburn. 
Plinted on recycled paper 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 13-B MRSA §102, sub-§§4-A, 5-C and l1-A are enacted to 
read: 
4-A. 
Deliver~~I~i~y~e~r~y~. __ 
I~'D~e~l~~~·vLe~r_"~o~rL-_"~d~e~l~i~vue~r~y~'_'~m~e~a~n~s~~a~n~y 
method of delivery used in conventional 
commercial practice, 
including 
delivery 
by 
hand, 
mail, 
commercial 
delivery 
and 
electronic transmission. 
5-C. 
Electronic 
transmission. 
"Electronic 
transmission" 
means any process of communication that does not directly involve 
the physical transfer of paper and that is suitable for the 
retention, 
retrieval 
and 
reproduction of 
information 
by 
the 
recipient. 
II-A. 
Sign; si9l)ature. "Sign" or "signature" includes any 
manual, facsimile, conformed or electronic signature. 
Sec. 2. 13-B MRSA §104, sub-§l, ~B, as amended by PL 1997, c. 
376, §17, is further amended to read: 
B. 
In the case of other documents: 
(1) 
By the clerk or secretary; 
(2) 
By the 
Fifes~Ei.eRt.--o-r--a-~~-€-6-J,.de.n.t;--aREi.--by--t.Re 
seeifet.aify--~~-~~-~~~-~~~~--~--6~€R--et.Reif 
e~~iee~-as-~Re-~~~~-~~~~~~-6ae-ee~t.i~yiR~ 
effiee~ chair of the board of directors of a foreign 
corporation or a domestic corporation, by its president 
or by another of its officers; or 
+6}--~~-~~~~~-~-s~eR-e~~4€e~~7-~~-by--a-ffia~e~~t.y 
ef--she--Qi~eese~s--e~--By--s~eh--Qi~eeseFs--as--ffiay-- Be 
Ei.esi~Rat.eEi.-~-~-ffia3e~4t.y-~--eiFee~eFs-~Re£--~-eff~eet 
e~ 
(4) 
If there are no 
s~eh directors, then by t.Re 
Q 
specific member or members 
e~--&U€-b---G-f--t.Reffi as may be 
designated by the members at a lawful meeting; 
Sec. 3. 13-C MRSA §1102, sub-§6, as amended by PL 2003, c. 
344, Pt. B, §97, is further amended to read: 
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. 
~f-~-he--saaFeaelEi.eFs 
ef-~-~~~--eeFFeFat.ieR-~~-4~--a-~~1r-~e--~~-~~--a~e 
'34 
.18 
... 
I! 2 
~e~~i~ea-~~-~~~~~~~-~~-ea-~Re-~~-~~~~~~&~-~~eviae 
~Ra~-~~~~~~-~~-a~~Feval-~~-~~-~la&-ay-~~~~~~-~he 
~*aR--ffiaY--ReE 
Subsequent 
to 
any 
approval 
of 
the 
plan 
by 
shareholders of a domestic corporation that is a party to the 
merger, the plan may not without further shareholder approval be 
amended to: 
A. 
Change the amount or kind of shares or other securities, 
eligible interests, obligations, rights to acquire shares or 
other securities, 
cash or other 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 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 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. 
Sec. 4. 13-C MRSA §1303, sub-§2, ,A, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A. 
The 
record date fixed to determine the shareholders 
entitled to receive notice of and to vote at the meeting of 
shareholders 
to 
act 
upon 
a 
corporate 
action 
requiring 
appraisal rights ~~~s~aB~-~e-see~ieB-l~g6-~e-l~g§; or 
Sec. 5. 13-C MRSA §1303, sub-§3, as enacted by PL 
2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Exception. 
rights are available 
Notwithstanding 
subsection 
1, 
appraisal 
pursuant to section 1302 Ee--1-J.Q§ for the 
holders of any class or series of shares: 
A. 
Who 
are required by the terms of a corporate action 
requiring appraisal rights ~~~s~aR~-~~-~~~-]"~-~-1~9§ 
to accept for such shares anything other than cash or shares 
of any class or any series of shares of any corporation, or 
any other proprietary interest of any other entity, that 
satisfies the standards set forth in subsection 1 at the 
time the corporate action becomes effective; 
B. 
When any of the shares or assets of 
being 
acquired 
or 
converted, 
whether 
exchange 
or 
otherwise, 
pursuant 
to 
a 
a corporation are 
by 
merger, 
share 
corporate 
action 
:10 
PQ!:'SQaBt--t-O--6ee-t-ieB6--1-J-G-b--t.(}--16-(;)§ by a person, or by an 
affiliate of a person, who: 
(1) 
Is, 
or 
at 
any 
time 
in 
the 
one-year 
period 
immediately 
preceding 
approval 
by 
the 
corporation's 
board of directors of the corporate action requiring 
appraisal rights was, the beneficial owner of 20°", or 
more of the voting power of the corporation, excluding 
any shares acquired pursuant to an offer for all shares 
having voting power if such offer was made within one 
year prior to the corporate action requiring appraisal 
rights for consideration of the same kind and of a 
value equal to or less than that paid in connection 
with the corporate action; or 
(2 ) 
Directly or indirectly has, or at any time in the 
one-year period immediately preceding approval by the 
corporation's 
board 
of 
directors 
action 
requiring 
appraisal 
rights 
contractually or otherwise, to cause 
election of 
25% 
or 
more 
of 
the 
corporation's board of directors; or 
of 
the 
corporate 
had, 
the 
power, 
the appointment or 
directors 
to 
the 
C. 
When any of the shares or assets of a corporation are 
being 
acquired 
or 
converted, 
whether 
by 
merger, 
share 
exchange or otherwise, pursuant to a corporate action by a 
person, or by an affiliate of a person, who is, or at any 
time in the one-year period immediately preceding approval 
by the corporation's board of directors of the corporate 
action requiring appraisal rights pursuant to section 1302 
was, a senior executive or director of the corporation or a 
senior executive of any affiliate of the corporation, and 
that senior executive 
or director, 
as 
a 
result of 
the 
corporate action, receives a financial benefit not generally 
available to other shareholders as such, other than: 
(1) 
Employment, 
consulting, 
retirement 
benefits established separately and not as 
in contemplation of the corporate action; 
or 
similar 
part of or 
(2) 
Employment, 
consulting, 
retirement 
or 
similar 
benefi ts established in contemplation of, or as part 
of, the corporate action that are not more favorable 
than those existing before the corporate action or, if 
more favorable, that have been approved on behalf of 
the corporation in the same manner as is provided in 
section 873; or 
(3) 
In the case of a director of the corporation who 
will, in the corporate action, become a director of the 
.. 
acquiring entity in the corporate action or one of its 
affiliates, rights and benefits as a director that are 
provided on the same basis as those afforded by the 
acquiring entity generally to other directors of such 
entity or such affiliate. 
For the purposes of this subsection, the term "beneficial owner" 
means 
any 
person 
who, 
directly 
or 
indirectly, 
through 
any 
contract, arrangement or understanding, other than a 
revocable 
proxy, has or shares the power to vote or to direct the voting of 
shares, except that a member of a national securities exchange 
may not be considered to be a beneficial owner of securities held 
directly or indirectly by the member on behalf of another person 
solely 
because 
that 
member 
is 
the 
record 
holder 
of 
such 
securities if the member is precluded by the rules of such 
exchange from voting without instruction on contested matters or 
matters that may affect substantially the rights or privileges of 
the holders of the securities to be voted. 
When 
or more 
persons agree to act together for the purpose of voting their 
shares of the corporation, each member of the group formed by 
that 
agreement 
is 
considered 
to 
have 
acquired 
beneficial 
ownership, as of the date of such agreement, of all voting shares 
of the corporation beneficially owned by any member of the group. 
Sec. 6. 13-C MRSA §1306o sub-§2, 1fA, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A. 
Submits 
to 
the 
corporation the 
written consent to the assertion of the 
the date referred to in section 
l~dd 
paragraph B, subparagraph (2); and 
record 
rights 
1323, 
shareholder's 
no later than 
subsection 2, 
Sec. 7. 13-C MRSA §1434, sub-§3, as enacted by PL 
2001, c. 
H 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Protection of interests. 
Pursuant to this section, the 
court may grant relief other than dissolution as an alternative 
to a decree of dissolution or whenever the circumstances of the 
case are such that tJ1~ther relief, but not dissolution, would 
be appropriate, and the other relief should be granted when SHea 
that relief would furnish greater protection of the interests of 
creditors and shareholders than would dissolution. 
Sec. 8. 31 MRSA §402. sub-§§2-A, 3-A and 16 are enacted to read: 
1!8 
..,Z'----".A...,o'-----"'D,.",e_liver: 
de:tive~~Deliver" or "delivery" means any 
method of delivery used in conventional 
commercial practice, 
including 
delivery 
by 
hand, 
mail, 
commercial 
delivery 
and 
electronic transmission. 
3-A. 
Electronic 
t..um§mission. 
"Electronic 
transmission" 
means any process of communication that does not directly involve 
the physical transfer of paper and that is suitable for the 
retention, 
retrieval 
and 
reproduction of 
information 
by 
the 
recipient. 
16. 
Sign; signature. 
"Sign" or "signature" includes any 
manual, facsimile, conformed or electronic signature. 
Sec. 9. 31 MRS A §602, sub-§§3-A, 3·B and 14·A are enacted to 
read: 
3-A. 
ID.e.t.hod 
of 
including 
electronic 
Deliyer; delivery. 
delivery used in 
delivery 
by 
hand, 
transmission. 
"Deliyer" or "delivery" means any 
conventional 
commercial practice, 
maiL 
commercial 
delivery 
and 
3-D. 
Electronic 
transmission. 
"Electronic 
transmission" 
means any process of communication that does not directly involve 
the physical transfer of paper and that is suitable for the 
retention, 
retrieval 
and 
reproduction of 
information 
by 
the 
recipient. 
14-A. 
Sign; signature. "Sign" or "signature" includes any 
manual, facsimile, conformed or electronic signature. 
Sec. 10. 31 MRSA §802. as enacted by PL 1995, c. 633, Pt. s, 
§1, is repealed. 
Sec. 11. 31 MRSA §802·A is enacted to read: 
§802-A. 
Definitions 
As 
used 
in this 
chapter, 
unless 
the 
context 
otherwise 
indicates, the following terms have the following meanings. 
1. 
Deliver; delivery. "Deliver" or "delivery" means 
any 
method of delivery used in conventional 
commercial practice, 
including 
delivery 
by 
hand, 
mail, 
commercial 
delivery 
and 
electronic transmission. 
2. 
Electronic transmission. "Electronic transmission" means 
.Q.ny process of communication that does not directly inVOlve the 
physical 
transfer 
of 
paper 
and 
that 
is 
suitable 
for 
the 
retention, 
retrieval 
and 
reproduction 
of 
information 
by 
the 
recipient. 
3. 
Foreign limited liability partnership. "Foreign limited 
liability partnership" 
means 
a 
limited liability partnership 
formed pursuant to an agreeme_nt governed by the laws of another 
jurisdiction and registered under the laws of that jurisdiction. 
4. 
Regat-fU..~imi~ed liability partnership. 
"Registered 
limited 
liability 
partnership" 
means 
a 
partnership 
formed 
pursuant to an agreement governed by the Uniform Partnership Act 
and registered under this Act. 
5. 
SiCJQ; 
sign--.i\~'Q._re. 
"Sign" 
or "signature" 
includes 
any 
manual, facsimile, conformed or electronic signature. 
SUMMARY 
This bill makes minor technical changes to the Maine Revised 
Statutes, Title 13-B to make signature requirements consistent 
with other entity laws and adds definitions for electronic filing. 
The bill amends 
the 
Maine 
Business 
Corporation Act: 
to 
clar ify the law concerning amendments to a plan of merger; to 
provide 
greater 
consistency 
with 
the 
model 
act; 
to 
remove 
unnecessary 
language; 
to 
correct 
a 
cross-reference; 
and 
to 
clarify how the court may grant relief. 
This bill 
laws 
relating 
companies 
and 
filing. 
also adds necessary definitions to modernize the 
to 
limited 
partnerships, 
limited 
liability 
limited 
liability partnerships 
for 
electronic