An Act To Amend the Laws Relating to Corporations and Limited Partnerships
Maine Legislature, Session 127, LD 1425
Committee: Judiciary
Amends: 13-B MRSA §1118, 13-B MRSA §1401, 13-C MRSA §1426, 31 MRSA §1403

Legislative Document 
No. 1425 
H.P. 971 
House of Representatives, May 20, 2015 
An Act To Amend the Laws Relating to Corporations and Limited 
Partnerships 
Reported by Representative HOBBINS of Saco for the Joint Standing Committee on 
Judiciary pursuant to Joint Order 2015, H.P. 931. 
Reference to the Committee on Judiciary suggested and ordered printed pursuant to Joint 
Rule 218. 
ROBERT B. HUNT 
Clerk 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1.  13-B MRSA §1118 is enacted to read: 
§1118.  Late reinstatement of nonprofit corporation after administrative dissolution 
1.  Application to reinstate nonprofit corporation.  A nonprofit corporation that 
has been administratively dissolved for more than 6 years may apply to the Secretary of 
State for reinstatement.  The application must: 
A.  Provide the name of the corporation and the effective date of its administrative 
dissolution; 
B.  Provide a statement together with supporting documentation that the officer or 
director signing the application is duly authorized to act for the corporation; 
C.  Establish that the grounds for dissolution either did not exist or have been 
eliminated; 
D.  Demonstrate that the corporation's name satisfies the requirements of section 
301-A or that the corporation is filing an amendment to change the name to satisfy 
the requirements of section 301-A; 
E.  Attest that no lawsuits are pending against the corporation; and 
F.  Explain the reason or reasons that reinstatement is being requested. 
2.  Determination of need to reinstate nonprofit corporation.  If the Secretary of 
State determines that the application satisfies the requirements of subsection 1 and is 
accompanied by the reinstatement fee set forth in section 1401, subsection 35, 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 may deny reinstatement if there are material misstatements provided in 
the application. The Secretary of State shall use the procedures set forth in section 1113, 
subsection 7 to deliver the notice to the corporation. 
3.  Effect of reinstatement.  When the reinstatement is effective under subsection 2, 
it relates back to and takes effect as of the effective date of the administrative dissolution, 
and the corporation resumes activities as if the administrative dissolution had not 
occurred. 
Sec. 2.  13-B MRSA §1401, sub-§35, as repealed and replaced by PL 2007, c. 
695, Pt. A, §17 and affected by §18, is amended to read: 
35.  Reinstatement fee after administrative dissolution of domestic or foreign 
corporation.  For failure to file an annual report, a fee of $25 for each per report, to a 
maximum fee of $150, regardless of the number of delinquent reports or the period of 
delinquency; for failure to pay the annual report late filing penalty, $25; for failure to 
appoint or maintain a registered agent, $25; for failure to notify the Secretary of State that 
its registered agent or the address of the registered agent has been changed or that its 
registered agent has resigned, $25; and for filing false information, $25; and 
Sec. 3.  13-C MRSA §1426 is enacted to read: 
§1426.  Late reinstatement of business corporation after administrative dissolution 
1.  Application to reinstate corporation.  A business corporation that has been 
administratively dissolved for more than 6 years may apply to the Secretary of State for 
reinstatement.  The application must: 
A.  Provide the name of the corporation and the effective date of its administrative 
dissolution; 
B.  Provide a statement together with supporting documentation that the officer or 
director signing the application is duly authorized to act for the corporation; 
C.  Establish that the grounds for dissolution either did not exist or have been 
eliminated; 
D.  Demonstrate that the corporation's name satisfies the requirements of section 401 
or that the corporation is filing an amendment to change the name to satisfy the 
requirements of section 401; 
E.  Attest that no lawsuits are pending against the corporation; and 
F.  Explain the reason or reasons that reinstatement is being requested. 
2.  Determination of need to reinstate corporation.  If the Secretary of State 
determines that the application satisfies the requirements of subsection 1 and is 
accompanied by the reinstatement fee set forth in section 123, subsection 1, paragraph U, 
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 may deny reinstatement if there are material misstatements provided in 
the application. The Secretary of State shall use the procedures set forth in section 1421, 
subsection 8 to deliver the notice to the corporation. 
3.  Effect of reinstatement.  When the reinstatement is effective under subsection 2, 
it relates back to and takes effect as of the effective date of the administrative dissolution, 
and the corporation resumes activities as if the administrative dissolution had not 
occurred. 
Sec. 4.  31 MRSA §1403 is enacted to read: 
§1403.  Late reinstatement of domestic limited partnership after administrative 
dissolution 
1.  Application to reinstate domestic limited partnership.  A domestic limited 
partnership that has been administratively dissolved for more than 6 years may apply to 
the Secretary of State for reinstatement.  The application must: 
A.  Provide the name of the domestic limited partnership and the effective date of its 
administrative dissolution; 
B.  Provide a statement together with supporting documentation that the general 
partner signing the application is duly authorized to act for the domestic limited 
partnership; 
C.  Establish that the grounds for dissolution either did not exist or have been 
eliminated; 
D.  Demonstrate that the domestic limited partnership's name satisfies the 
requirements of section 1308 or that the domestic limited partnership is filing an 
amendment to change the name to satisfy the requirements of section 1308; 
E.  Attest that no lawsuits are pending against the domestic limited partnership; and 
F.  Explain the reason or reasons that reinstatement is being requested. 
2.  Determination of need to reinstate domestic limited partnership.  If the 
Secretary of State determines that the application satisfies the provisions of subsection 1 
and is accompanied by the reinstatement fee set forth in section 1460, subsection 6, 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 may deny reinstatement if there are material misstatements provided in 
the application. The Secretary of State shall use the procedures set forth in section 1399, 
subsection 10 to deliver the notice to the domestic limited partnership. 
3.  Effect of reinstatement.  When the reinstatement is effective under subsection 2, 
it relates back to and takes effect as of the effective date of the administrative dissolution, 
and the domestic limited partnership resumes activities as if the administrative dissolution 
had not occurred. 
SUMMARY 
This bill allows nonprofit corporations, business corporations and domestic limited 
partnerships to apply for reinstatement more than 6 years after being administratively 
dissolved.  It also establishes a maximum reinstatement fee for a nonprofit corporation, 
comparable to the maximum fees that are allowed for the other entities under current law.