An Act To Require Corporate Transparency When Taxpayer Funding Is Provided
Maine Legislature, Session 129, LD 1423
Committee: Judiciary
Sponsors: SAMPSON
Amends: 13-B MRSA §717, 13-B MRSA §1301, 13-C MRSA §831, 13-C MRSA §843, 13-C MRSA §1621

Legislative Document
No. 1423
H.P. 1036
House of Representatives, March 28, 2019
An Act To Require Corporate Transparency When Taxpayer 
Funding Is Provided
Reference to the Committee on Judiciary suggested and ordered printed.
ROBERT B. HUNT
Clerk
Presented by Representative SAMPSON of Alfred.
Be it enacted by the People of the State of Maine as follows:
Sec. 1.  13-B MRSA §717, sub-§1, as enacted by PL 2001, c. 550, Pt. C, §18 and 
affected by §29, is amended to read:
1.  Discharge duties.  A director shall discharge the director's duties:
A.  In good faith;
B.  With the care an ordinarily prudent person in a like position would exercise under 
similar circumstances; and
C.  In a manner the director reasonably believes to be in the best interests of the 
corporation.;
D.  In compliance with Title 10, chapter 201; and
E.  Without undue influence that is detrimental to the purpose for which the 
corporation is organized or that facilitates bias and partiality in the governance of the 
corporation.
Sec. 2.  13-B MRSA §1301, sub-§1, ¶D, as enacted by PL 2007, c. 323, Pt. B, 
§27 and affected by Pt. G, §4, is further amended to read:
D.  A brief statement of the character of the activities in which the domestic or 
foreign corporation is actually engaged in this State, if any; and
E.  The address of its principal office, wherever located.; and
Sec. 3.  13-B MRSA §1301, sub-§1, ¶F is enacted to read:
F.  All private contributions received, the name of the person or entity that provided 
each contribution and the date each contribution was received.
Sec. 4.  13-C MRSA §831, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and 
affected by Pt. B, §7, is amended to read:
1.  Basic standard of conduct.  Each member of the corporation's board of directors 
when discharging the duties of a director shall act:
A.  In good faith; and
B.  In a manner the director reasonably believes to be in the best interests of the 
corporation.;
C.  With the care that a person in a like position would reasonably exercise under 
similar circumstances;
D.  In compliance with Title 10, chapter 201; and
E.  Without causing a detrimental effect on the purpose of a nonprofit corporation 
organized under Title 13-B or facilitating bias and partiality in the governance of 
such a corporation.
Sec. 5.  13-C MRSA §843, sub-§1, as amended by PL 2007, c. 289, §19, is 
further amended to read:
1.  Basic standard of conduct.  An officer, when performing in the capacity of an 
officer, has the duty to act:
A.  In good faith;
B.  With the care that a person in a like position would reasonably exercise under 
similar circumstances; and
C.  In a manner the officer reasonably believes to be in the best interests of the 
corporation.;
D.  In compliance with Title 10, chapter 201; and
E.  Without causing a detrimental effect on the purpose of a nonprofit corporation 
organized under Title 13-B or facilitating bias and partiality in the governance of 
such a corporation.
Sec. 6.  13-C MRSA §1621, sub-§1, ¶¶F and G, as enacted by PL 2007, c. 323, 
Pt. C, §40 and affected by Pt. G, §4, are amended to read:
F.  The names of its principal officers; and
G.  The names of its directors, except that in the case of a corporation that has 
eliminated its board of directors pursuant to section 743 the annual report must set 
forth the names of the shareholders instead.; and
Sec. 7.  13-C MRSA §1621, sub-§1, ¶H is enacted to read:
H.  If that corporation receives a business equipment tax exemption under Title 36, 
chapter 105, subchapter 4-C or participates in a tax increment financing or credit 
enhancement program in the State, a list of all donations distributed to nonprofit 
corporations or public entities within the State, including the names of the 
individuals, nonprofit corporations and public entities that accepted each donation 
and the date the donations were disbursed within the specified time to which the 
annual report applies.
SUMMARY
This bill changes the standards of conduct for directors under the Maine Nonprofit 
Corporation Act and for directors and officers under the Maine Business Corporation Act 
to add compliance with the laws governing monopolies and profiteering and acting in 
accordance with the purpose for which the corporation is organized and not in a manner 
that facilitates bias and partiality in governance.  It specifies that officers and directors of 
business corporations may not act to cause a detrimental effect on the purpose of 
nonprofit corporations.  It requires a corporation under the Maine Nonprofit Corporation 
Act to include a list of private contributions received in its annual report.  It requires a 
corporation under the Maine Business Corporation Act that receives a business 
equipment tax exemption or participates in a tax increment financing or credit 
enhancement program to include a list of all donations distributed to nonprofit 
corporations or public entities in its annual report.