reglab/housing_qa huggingface dataset:
13-C ME Rev Stat § 1341 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 4: OTHER REMEDIES|13-C §1341. Other remedies limited

 §1341. Other remedies limited 1.  Limitation on proposed or completed corporate actions.  The legality of a proposed or completed corporate action described in section 1302 may not be contested nor may the corporate action be enjoined, set aside or rescinded in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.   [PL 2011, c. 274, §71 (NEW).] 2.  Exceptions.   Subsection 1 does not apply to a corporate action that:   A. Was not authorized and approved in accordance with the applicable provisions of:   (1) Chapter 9, 10, 11 or 12;   (2) The articles of incorporation or bylaws; or   (3) The resolution of the board of directors authorizing the corporate action;   [PL 2011, c. 274, §71 (NEW).]B. Was procured as a result of fraud, a material misrepresentation or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;   [PL 2011, c. 274, §71 (NEW).]C. Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 873 and has been approved by the shareholders in the same manner as is provided in section 874 as if the interested transaction were a director's conflicting-interest transaction; or   [PL 2011, c. 274, §71 (NEW).]D. Is approved by less than unanimous consent of the voting shareholders pursuant to section 704 if:   (1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and   (2) The proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.   [PL 2011, c. 274, §71 (NEW).][PL 2011, c. 274, §71 (NEW).] SECTION HISTORY PL 2011, c. 274, §71 (NEW).
13-C ME Rev Stat § 1401 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1401. Dissolution by incorporators or initial directors

 §1401. Dissolution by incorporators or initial directors A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]1.  Name.  The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Date.  The date of incorporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Shares.  That none of the corporation's shares have been issued or that the corporation has not commenced business;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Debt.  That no debt of the corporation remains unpaid, including the filing of the annual report as required by section 1621;   [PL 2003, c. 344, Pt. B, §108 (AMD).] 5.  Net assets.  That, if shares were issued, the net assets of the corporation remaining after winding up have been distributed to the shareholders;   [PL 2003, c. 344, Pt. B, §108 (AMD).] 6.  Authorization of dissolution.  That a majority of the incorporators or initial directors authorized the dissolution;   [PL 2003, c. 344, Pt. B, §108 (AMD).] 7.  Date authorized.  The date dissolution was authorized; and   [PL 2003, c. 344, Pt. B, §109 (NEW).] 8.  Effective date.  The effective date of the dissolution. A corporation is dissolved upon the effective date of its articles of dissolution.   [PL 2003, c. 344, Pt. B, §109 (NEW).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B108,109 (AMD).
13-C ME Rev Stat § 1402 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1402. Dissolution by board of directors and shareholders

 §1402. Dissolution by board of directors and shareholders 1.  Dissolution proposal.  A corporation's board of directors may propose dissolution for submission to the shareholders.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Adoption of proposal of dissolution.  For a proposal to dissolve to be adopted:   A. A corporation's board of directors must recommend dissolution to the shareholders unless:   (1) The board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation; or   (2) Section 827 applies.   If subparagraph (1) or (2) applies, the board of directors must transmit to the shareholders the basis for so proceeding; and   [PL 2011, c. 274, §72 (RPR).]B. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2011, c. 274, §72 (AMD).] 3.  Condition submission of proposal.  A corporation's board of directors may condition the board of directors' submission of the proposal for dissolution on any basis.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Notice of meeting to dissolve.  A corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 5.  Adoption of dissolution by majority.  Unless the corporation's articles of incorporation or the corporation's board of directors acting pursuant to subsection 3 requires a greater vote, approval of the proposal to dissolve requires the approval of the shareholders by a majority of all the votes entitled to be cast on the proposal by that voting group and, if any class or series is entitled to vote as a separate voting group on the proposal, the approval of each separate voting group by a majority of all the votes entitled to be cast on the proposal by that voting group. The corporation's articles of incorporation may provide that a proposal to dissolve may be approved by a lesser vote of each voting group entitled to vote on the proposal, but in no case 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 proposal by each voting group entitled to vote on the proposal.   [PL 2003, c. 344, Pt. B, §110 (RPR).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B110 (AMD). PL 2011, c. 274, §72 (AMD).
13-C ME Rev Stat § 1403 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1403. Dissolution by written consent of all shareholders

 §1403. Dissolution by written consent of all shareholders A proposal to dissolve may be approved by written consent of shareholders entitled to vote as provided in section 704. If 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.   [PL 2003, c. 344, Pt. B, §111 (AMD).]SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B111 (AMD).
13-C ME Rev Stat § 1404 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1404. Articles of dissolution

 §1404. Articles of dissolution 1.  File articles of dissolution with Secretary of State.  At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:   A. The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. The date dissolution was authorized and the effective date of the dissolution; and   [PL 2003, c. 344, Pt. B, §112 (AMD).]C. If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this Act and by the corporation's articles of incorporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §112 (AMD).] 2.  Effective date of dissolution.  A corporation is dissolved upon the effective date of its articles of dissolution.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Dissolved corporation.  For purposes of this subchapter, "dissolved corporation" means a corporation whose articles of dissolution have become effective. "Dissolved corporation" includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Other requirements at the time of dissolution.  At the time of filing the articles under this section, the Secretary of State may require the corporation to file the annual report required to be filed under section 1621 and pay any fees or penalties owed to the Secretary of State under section 1420.   [PL 2007, c. 231, §21 (NEW).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B112 (AMD). PL 2007, c. 231, §21 (AMD).
13-C ME Rev Stat § 1405 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1405. Revocation of dissolution

 §1405. Revocation of dissolution 1.  Revoke dissolution.  A corporation may revoke its dissolution within 120 days of its effective date.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Authorization of revocation.  Revocation of dissolution must be authorized in the same manner as the dissolution was authorized under this subchapter unless that authorization permitted revocation by action of the corporation's board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 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 dissolution that set forth:   A. The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. The effective date of the dissolution that was revoked;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. The date that the revocation of dissolution was authorized;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]D. If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]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   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]F. If shareholder action was required to revoke the dissolution, the information required by section 1404, subsection 1, paragraph C.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §113 (AMD).] 4.  Effective date of revocation.  Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 5.  Resume business.  When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution, and the corporation resumes business as if dissolution had not occurred.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B113 (AMD).
13-C ME Rev Stat § 1407 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1407. Known claims against dissolved corporation

 §1407. Known claims against dissolved corporation 1.  Disposition of known claims.  A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Written notice.  The written notice required by subsection 1 must:   A. Describe information that must be included in a claim against the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. Provide a mailing address where a claim may be sent;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and   [PL 2003, c. 344, Pt. B, §114 (AMD).]D. State that the claim may be barred if not received by the deadline.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §114 (AMD).] 3.  Claim barred.  A claim against the dissolved corporation, other than a liquidated claim that is known to the corporation, has fully matured and is not disputed in good faith by the corporation, is barred:   A. If a claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Claim.  For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B114 (AMD).
13-C ME Rev Stat § 1409 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1409. Court proceedings

 §1409. Court proceedings 1.  Security provided for payment of claim.  A dissolved corporation that has published a notice under section 1408 may file an application with the Superior Court of the county where the dissolved corporation's principal office is located or, if not in this State, of Kennebec County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 1408, subsection 3.   [PL 2007, c. 323, Pt. C, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 2.  Notice to claimant.  Within 10 days after the filing of the application under subsection 1, notice of the proceeding must be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Guardian ad litem.  The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Satisfaction of obligations.  Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection 1 satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 323, Pt. C, §19 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
13-C ME Rev Stat § 1410 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 1: VOLUNTARY DISSOLUTION|13-C §1410. Duties of directors

 §1410. Duties of directors 1.  Duties.  Directors of a dissolved corporation shall cause the corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or provision for claims.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Liability of directors.  Directors of a dissolved corporation that has disposed of claims under section 1407, 1408 or 1409 are not liable for breach of section 1410, subsection 1 with respect to claims against the dissolved corporation that are barred or satisfied under sections 1407, 1408 or 1409.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
13-C ME Rev Stat § 1420 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 2: ADMINISTRATIVE DISSOLUTION|13-C §1420. Grounds for administrative dissolution

 §1420. Grounds for administrative dissolution Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1421 to administratively dissolve a corporation if:   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]1.  Nonpayment of fees or penalties.  The corporation does not pay when they are due any fees or penalties imposed by this Act or other law;   [PL 2003, c. 631, §24 (AMD).] 2.  Failure to file annual report.  The corporation does not deliver its annual report to the Secretary of State as required by section 1621;   [PL 2003, c. 631, §24 (AMD).] 3.  Failure to pay late filing penalty.  The corporation does not pay the annual report late filing penalty as required by section 1622;   [PL 2003, c. 631, §24 (AMD).] 4.  Failure to maintain clerk.  The corporation is without a clerk in this State as required by Title 5, section 105, subsection 1;   [PL 2007, c. 323, Pt. C, §20 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 5.  Failure to notify of change of clerk or change of clerk's address.  The corporation does not notify the Secretary of State that its clerk has changed as required by Title 5, section 108, subsection 1 or the address of its clerk has been changed as required by Title 5, section 109 or 110 or that its clerk has resigned as required by Title 5, section 111; or   [PL 2007, c. 323, Pt. C, §21 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 6.  Filing of false information.  An incorporator, director, officer or agent of the corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §24 (AMD). PL 2007, c. 323, Pt. C, §§20, 21 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
13-C ME Rev Stat § 1422 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 14: DISSOLUTION|Subchapter 2: ADMINISTRATIVE DISSOLUTION|13-C §1422. Reinstatement following administrative dissolution

 §1422. Reinstatement following administrative dissolution 1.  Reinstatement.  A corporation administratively dissolved under section 1421 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. The application must:   A. State the name of the corporation and the effective date of its administrative dissolution;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. State that the corporation's name satisfies the requirements of section 401.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 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 1 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 1421, subsection 8 to deliver the notice to the corporation.   [PL 2007, c. 323, Pt. C, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 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 business as if the administrative dissolution had not occurred.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B115 (AMD). PL 2007, c. 323, Pt. C, §25 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).