An Act To A.end tire Laws R .... fa Marla, CorpCN'atiou, Limitetl Partllenhips and LiaR. Liability C..,.mes
Maine Legislature, Session 123, LD 1994
Committee: Judiciary
Sponsors: HOBBINS, SIMPSON, PERRY, CUMMINGS, DILL, MILLS, TARDY
Amends: 13-B MRSA §1301, 13-C MRSA §1430, 31 MRSA §7, 31 MRSA §751, 31 MRSA §1460

Legislative Document 
No. 1994 
S.P.788 
December 18, 2007 
An Act To A.end tire Laws R .... fa Marla, CorpCN'atiou, 
Limitetl Partllenhips and LiaR. Liability C..,.mes 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Received by the Secretary of the Senate on December 18, 2007. Referred to the Committee 
on Judiciary pursuant to Joint Rule 308.2 and ordered printed. 
Presented by Senator HOBBINS of York. 
JOY J. O'BRIEN 
Secretary of the Senate 
Cosponsored by Representative SIMPSON of Auburn and Senator: PERRY of Penobscot, 
Representatives: Speaker CUMMINGS of Portland, DILL of Cape EliZabeth, MILLS of 
Fannington, TARDY of Newport. 
Printed on recycled paper 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 10 MRSA §IS27, sub-§I, ~, as enacted by PL 1979, c. 572, §2, is 
amended to read: 
B. 
Any registration seaeemiag whish on file when the Secretary of State shaH 
resei¥e receives a voIWltaI'y.request for cancellation thereef from the registrant or the 
assignee of record. The cancellation must be in writing and recorded with the 
Secretary of State and accompanied by a filing fee of $1 O. payable to the Treasurer of 
State. The Secretary of State may prescribe a form for this purpose. The Secretary of 
State. upon the recording of a cancellation Wlder this paragraph. shall issue an 
attested copy to the remitter of the instrument; 
Sec. 2. 13-B MRSA §1301, sub-IS, as repealed and replaced by PL 1993, c. 680, 
Pt. A, §23, is amended to read: 
S. Certificate of excuse. The Secretary of State, upon application by a corporation 
and satisfactory proof that it has ceased to carry on activities, shall file a certificate of that 
fact and shall give a duplicate certificate to the corporation. The corporation is then 
excused from filing annual reports with the Secretary of State as long as the corporation 
carries on no activities. The name of a corporation remains in the Secretary of State's 
record of corporate names and is protected for a period of 5 years following the filing of 
the certificate Wlder this subsection. 
Sec. 3. 13-C MRSA §1430, sub-§2, as amended by PL 2007, c. 289, §43, is 
further amended to read: 
2. Slaareholder. A shareholder if it is established that: 
A. 
The directors are deadlocked in the management of the corporate affairs, the 
shareholders are Wlable to break the deadlock and, because of the deadlock, 
irreparable injury to the corporation is threatened or being suffered or the business 
and affairs of the corporation can no longer be conducted to the advantage of the 
shareholders generally; 
B. 
The directors or those in control of the corporation have acted, are acting or will 
act in a mmmer that is illegal, oppressive or fraudulent; 
C. 
The shareholders are so divided regarding the management of the business and 
affairs of the corporation that the corporation is suffering or will suffer irreparable 
injury or the business and affairs of the corporation can no longer be conducted to the 
advantage of the shareholders generally; 
D. 
The shareholders are deadlocked in voting power and have failed, for a period 
that includes at least 2 consecutive annual meeting dates, to elect successors to 
directors whose terms have expired; 
E. 
The corporate assets are being misapplied or wasted; or 
F. A shareholder of the corporation has abandoned its business and has failed within 
a reasonable time to liquidate and distribute its assets and dissolvet.:. 
This subsection does not aru>ly in the case of a corporation that. on the date of the filing 
of the proceeding. is a public corporation; 
Sec. 4. 31 MRSA §7, as corrected by RR 2001, c. 2, Pt. B, §48 and affected by 
§58, is amended to read: 
§7. I.applicable to ~rporations, limited partnerships or limited liability companies 
Sections 1 and 2 do not apply to corporations. limited partnerships or limited liability 
companies. A corporation desiring to do business under an assumed name shall flfeeeea 
file a statement as provided in Title 13-C, section 404. A limited partnership desiring to 
do business under an assumed name shall file a statement as provided in section 1308, 
subsection 2. A limited liability company desiring to do business under an assumed name 
shall file a statement as provided in section 605-A. 
Sec. 5. 31 MRSA §751, sub-IS, as amended by PL 2003, c. 673, Pt. WWW, §24 
and affected by §37, is further amended to read: 
8. Articles of organization or amendment; certificate of cancellation. For filing 
of articles of organization under section 622, a fee of $175; articles of amendment under 
section 623, except as provided in subsection 6, a fee of $50; a certificate of cancellation 
under section 625, a fee of $75; and restated articles of organization under section 623, 
subsection 6, a fee of $80; ana a emtiaeate ef mergm ar eeaseliElatiaa 1:lfiaer seetiaa 744, 
a fee ef$lOQ; 
Sec. 6. 31 MRSA §751, sub-§24, as amended by PL 2003, c. 631, §62, is further 
amended to read: 
24. Certificate of merger or COnsolidatiOIl. Certificate of merger or consolidation 
of a limited liability company with another type of business entity as provided by section 
-74+-A 744, a fee of$150; 
Sec. 7. 31 MRSA §1460, sub-§9, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
9. Foreign limited partnerships. For filing of an application for authority to do 
business as a foreign limited partnership under section 1412, a fee of $250, aaa fer. For a 
certificate of amendment under section 1412-A; to change the legal name of the foreign 
limited partnership. for a certificate of amendment under section 1412-A, subsection 2, 
paragraph A or B to admit a new general partner or to dissociate a general partner, 
respectively. or for a certificate of cancellation under section 1417, a fee of $90. For 
filing a certificate of amendment under section 1412-A, subsection 2, paragraph C or D to 
change the address of a general partner or to change the address of the registered or 
principal office, a fee of $35; 
SUMMARY 
This bill makes the following changes and clarifications to the laws relating to marks, 
corporations, limited partnerships and limited liability companies. 
1. It specifies the procedure for a registrant of a mark to follow in order to cancel the 
registration of that mark. 
2. It provides that the name of a corporation that is excused from filing annual 
reports with the Secretary of State because it has ceased to carry on activities remains in 
the Secretary of State's record of corporate names and is protected for 5 years. 
3. It provides that certain provisions of law that permit judicial dissolution of a 
corporation do not apply to a public corporation. 
4. It specifies the provisions of law for a limited partnership or a limited liability 
company to follow in order to do business under an assumed name. 
5. It amends the laws governing the fee charged in connection with the delivery to 
the Secretary of State of a certificate of merger or consolidation by a limited liability 
company. 
6. It amends the laws governing fees charged in connection with foreign limited 
partnerships.