reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1214. Effect of foreign corporation carrying on activities in State without authority

§1214. Effect of foreign corporation carrying on activities in State without authority
1.  Corporation liable.
A foreign corporation which carries on activities in this State without authority, when such authority is required by this Act, shall be liable to this State for all fees and penalties which would have been imposed under this Act upon such corporation had it duly applied for and received authority under this chapter, for the years or parts thereof during which it carried on activities in this State without authority. In addition, such corporation shall be liable to the State in the sum of $25 per day for each day it fails to pay such fees and penalties. The Attorney General shall bring proceedings to recover all such amounts due under this section.
[PL 1977, c. 525, §13 (NEW).]
2.  Corporation may be sued.
A foreign corporation carrying on activities in this State without authority, when such authority is required by this Act, shall not maintain any action, suit or proceeding in this State unless and until such corporation shall have been authorized to carry on activities in this State and shall have paid to the State all fees and penalties due under subsection 1. This prohibition shall apply to any assignee except a subrogee; and shall apply to a successor in interest, whether by merger, consolidation or otherwise, and to a purchaser of all or substantially all of the assets of such corporation. If it appears in any pending action that the plaintiff is such a foreign corporation carrying on activities in this State without authority, or is such an assignee, successor or purchaser, the action shall abate until such foreign corporation becomes authorized to carry on activities in this State, or shall be dismissed without prejudice to the right to bring the same after the foreign corporation becomes so authorized.
[PL 1977, c. 525, §13 (NEW).]
3.  Failure to obtain authority to carry on activities.
The failure of a foreign corporation to obtain authority to carry on activities in this State shall not impair the validity of any contract or act of such corporation or the right of any other party to the contract to maintain an action or other proceeding thereon, and shall not prevent such corporation from defending any action, suit or proceeding in this State.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1215. Application of chapter to corporations previously authorized to carry on activities in State

§1215. Application of chapter to corporations previously authorized to carry on activities in State
1.  Continuation of activities.
Every foreign corporation which, on the effective date of this Act, is authorized to carry on activities in this State shall continue to have such authority for any purpose or purposes for which a corporation might secure authority under this chapter. Such foreign corporation shall have the same rights and privileges, and shall be subject to the same duties, limitations, restrictions, liabilities and penalties as a foreign corporation authorized under this chapter.
[PL 1977, c. 525, §13 (NEW).]
2.  Qualified to carry on activities.
Every foreign corporation which, on the effective date of this Act, was lawfully carrying on activities in this State, even though not theretofore qualified as a foreign corporation or otherwise expressly authorized to do so, may continue to carry on such activities, and in every other respect such foreign corporation shall be treated as though it were a foreign corporation authorized to carry on activities in this State.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1216. Members' inspection of records of foreign corporations

§1216. Members' inspection of records of foreign corporations
1.  Right to inspect corporate records.
Every foreign corporation, authorized to carry on activities in this State and actually keeping or maintaining within this State any books or records, shall afford to its members the same right to inspect books and records kept or maintained in this State, including, but not limited to, records of members as is provided in this Act in the case of domestic corporations.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1217. Service of process on Secretary of State for foreign corporation (REPEALED)

§1217. Service of process on Secretary of State for foreign corporation
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2007, c. 323, Pt. B, §26 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1301-A. Annual report of domestic condominium corporations; excuse (REPEALED)

§1301-A. Annual report of domestic condominium corporations; excuse
(REPEALED)
SECTION HISTORY
PL 1989, c. 875, §E12 (NEW). PL 1991, c. 465, §31 (AMD). PL 1991, c. 780, §U17 (RP). PL 1991, c. 837, §A38 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1301-B. Failure to file annual report; incorrect report; penalties (REPEALED)

§1301-B. Failure to file annual report; incorrect report; penalties
(REPEALED)
SECTION HISTORY
PL 1989, c. 875, §E12 (NEW). PL 1991, c. 780, §U18 (RP). PL 1991, c. 837, §A39 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1301-C. Amended annual report of domestic or foreign corporation

§1301-C. Amended annual report of domestic or foreign corporation
1.  Amended annual report.
If the information contained in an annual report filed under section 1301 has changed, a corporation may, if it determines it to be necessary, deliver to the Secretary of State for filing an amended annual report to change the information on file. The amended annual report must be executed as provided by section 1301, subsection 3.
[PL 2003, c. 631, §6 (NEW).]
2.  Contents.
The amended annual report must set forth:
A. The name of the domestic or foreign corporation and the jurisdiction of its incorporation;   [PL 2003, c. 631, §6 (NEW).]
B. The date on which the original annual report was filed; and   [PL 2003, c. 631, §6 (NEW).]
C. The information that has changed and the date on which it changed.   [PL 2003, c. 631, §6 (NEW).]
[PL 2003, c. 631, §6 (NEW).]
3.  Period for filing.
An amended annual report may be filed by the corporation after the date of the original filing and until December 31st of that filing year.
[PL 2003, c. 631, §6 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §6 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1302. Failure to file annual report; incorrect report; penalties

§1302. Failure to file annual report; incorrect report; penalties
1.  Failure to file annual report; penalty.
A domestic or foreign corporation that is required to deliver an annual report for filing, as provided by section 1301, that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty described in section 1401, subsection 34, as long as the report is received by the Secretary of State prior to administrative dissolution or revocation. Upon a corporation's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375, shall revoke a foreign corporation's authority to carry on activities in this State and administratively dissolve a domestic corporation. The Secretary of State shall use the procedures set forth in section 1113 to administratively dissolve a domestic corporation and the procedures set forth in section 1210-B to revoke a foreign corporation's authority to carry on activities in this State. A domestic corporation that has been administratively dissolved under section 1113 must follow the requirements set forth in section 1114 to reinstate.
[PL 2003, c. 631, §7 (AMD).]
2.  Nonconformity.
If the Secretary of State finds that an annual report of a domestic or foreign corporation delivered for filing does not conform with the requirements of section 1301, the Secretary of State may return the report for correction.
[PL 2003, c. 631, §7 (AMD).]
3.  Excusable neglect.
If the annual report of a domestic or foreign corporation is not delivered for filing within the time specified in section 1301, the corporation is excused from the liability provided in this section and from any other penalty for failure to timely file the report if it establishes, to the satisfaction of the Secretary of State, that its failure to file was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report.
[PL 2003, c. 631, §7 (AMD).]
4.  Notice to Attorney General in case of public benefit corporation.
[PL 2003, c. 631, §7 (RP).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1977, c. 694, §290 (AMD). PL 1991, c. 780, §U19 (AMD). PL 1991, c. 837, §A40 (AMD). PL 1993, c. 349, §36 (RPR). PL 1999, c. 547, §B37 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2001, c. 550, §C27 (AMD). PL 2001, c. 550, §C29 (AFF). PL 2003, c. 631, §7 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1302-A. Powers of Secretary of State

§1302-A. Powers of Secretary of State
The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this Act efficiently and to perform the duties therein imposed upon him. These powers shall include, without limitation:   [PL 1977, c. 592, §17 (NEW).]
1.  Make rules.
The power to make rules not inconsistent with this Act;
[PL 1977, c. 592, §17 (NEW).]
2.  Prescribe forms.
The power to prescribe forms for all documents required or permitted to be filed with him and to refuse to file documents not utilizing those forms to the extent possible;
[PL 1987, c. 402, Pt. C, §5 (AMD).]
3.  Refuse to file.
The power to refuse to file any document which is not clearly legible or which may not be clearly reproducible photographically; and
[PL 1987, c. 402, Pt. C, §5 (AMD).]
4.  Report dates.
The power, through the rule-making process, to provide alternative dates for filing annual reports and for determining the dates covered by those reports.
[PL 1991, c. 780, Pt. U, §20 (AMD); PL 1991, c. 837, Pt. A, §41 (AMD).]
SECTION HISTORY
PL 1977, c. 592, §17 (NEW). PL 1987, c. 402, §§C5,C6 (AMD). PL 1989, c. 875, §E13 (AMD). PL 1991, c. 780, §U20 (AMD). PL 1991, c. 837, §A41 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1303. False and misleading statements in documents required to be filed with Secretary of State

§1303. False and misleading statements in documents required to be filed with Secretary of State
1.  Penalties.
No person shall sign any document required or permitted to be delivered for filing with the Secretary of State by any corporation, domestic or foreign, when that person knows that the document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in the document, when considered in the light of the circumstances under which they were made, not misleading. Any violation of this subsection shall be a civil violation for which a forfeiture of not more than $25 may be adjudged.
[PL 1977, c. 525, §13 (NEW).]
2.  Liable.
Any person who violates subsection 1 shall be liable to any person who is damaged thereby.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1304. Certified copies of documents filed with Secretary of State to be received in evidence

§1304. Certified copies of documents filed with Secretary of State to be received in evidence
All copies of documents which have been filed in the office of the Secretary of State, as required or permitted by any provision of this Act, shall, when certified by him, be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated. A certificate by the Secretary of State under the seal of his office as to the nonexistence of a document in the files of his office shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the nonexistence of such document.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1305. Certified records of corporation as prima facie evidence of facts stated therein

§1305. Certified records of corporation as prima facie evidence of facts stated therein
In addition to any rule of evidence provided by rule of court:   [PL 1977, c. 525, §13 (NEW).]
1.  Prima facie evidence.
When certified under oath of the secretary or an assistant secretary of the corporation to be true and correct, the original or a copy of:
A. The minutes of the proceedings of the incorporators;   [PL 1977, c. 525, §13 (NEW).]
B. The minutes of the meetings or other proceedings of the members or any class thereof;   [RR 2013, c. 2, §22 (COR).]
C. The minutes of the meetings or other proceedings of the directors or of any committee thereof;   [PL 1977, c. 525, §13 (NEW).]
D. Any written consent, waiver, release or agreement entered into the records of minutes; and   [PL 1977, c. 525, §13 (NEW).]
E. A statement that no specified meeting or proceeding was held, or that no specified consent, waiver, release or agreement exists;   [PL 1977, c. 525, §13 (NEW).]
shall be prima facie evidence of the facts stated therein. Such certification may be by oral testimony or by affidavit, but after admitting such affidavit into evidence the court shall permit cross-examination of each affiant. A certification shall be sufficient if it is to the effect that a given document is the original, or a true, correct and complete copy, of minutes, consent, waiver or other document contained in the minute book of the corporation, even though the affiant has no personal knowledge of the facts set forth in such document; and the lack of personal knowledge of the certifying officers shall go to the weight, but not the admissibility, of such document as evidence.
[RR 2013, c. 2, §22 (COR).]
2.  Meeting duly called.
Every meeting referred to in such certified original or copy shall be deemed duly called and held, and all motions and resolutions adopted and proceedings had at such meeting shall be deemed duly adopted and had, and all elections of directors and all elections or appointments of officers chosen at such meeting shall be deemed valid, until the contrary is proven.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). RR 2013, c. 2, §22 (COR).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1306. Short form certificate of change in corporate identity

§1306. Short form certificate of change in corporate identity
1.  Secretary of State authorized to issue certificate.
The Secretary of State is authorized to issue his certificate in such short form as is adopted by him:
A. Of a change in the name of a domestic or foreign corporation, which change of name is reflected in articles of amendment which have been duly filed in his office. Such certificate shall state the new name of the corporation, its former name and such other information as the Secretary of State deems desirable;   [PL 1977, c. 525, §13 (NEW).]
B. Of the consolidation or merger of 2 or more corporations, domestic or foreign or both, which merger or consolidation is reflected in articles of merger or consolidation which have been duly filed in his office. Such certificate shall state the name of the new or surviving corporation, the names of the corporations participating in the merger or consolidation and such other information as the Secretary of State deems desirable.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Certificate recorded in registry of deeds.
Any certificate issued pursuant to subsection 1 shall be accepted for recording, without acknowledgement, at any registry of deeds in the State. Such certificates shall be indexed and filed as are the items enumerated in Title 33, section 654. The register of deeds shall receive a fee equal to that chargeable for a deed for recording such a certificate.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 13: ANNUAL REPORTS: POWERS OF SECRETARY OF STATE; EXCUSE; MISCELLANEOUS › 13-B §1307. Practicing profession or occupation

§1307. Practicing profession or occupation
Except as otherwise expressly provided by law, a nonprofit corporation shall not be required to obtain a license or to be registered to practice a profession or occupation. Any employee of such a corporation who practices or holds himself out to practice a profession or occupation shall be licensed or registered as required by law.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 14: FEES › 13-B §1402. Fees for copying, comparing and authenticating documents

§1402. Fees for copying, comparing and authenticating documents
1.  Secretary of State to furnish copies.
The Secretary of State shall furnish to any person a copy of any document filed under this Act or retained in file, having been filed under a predecessor to this Act; for locating, copying and certifying a document subsequent to its filing, the Secretary of State shall charge a fee of $2 per page. The Secretary of State may reduce the fee for governmental bodies.
[PL 1989, c. 501, Pt. L, §47 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1989, c. 501, §L47 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 14: FEES › 13-B §1402-A. Expedited service

§1402-A. Expedited service
The Secretary of State may provide an expedited service for the processing of documents in accordance with this Title. If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance with the Maine Administrative Procedure Act. All fees collected as provided by this section must be deposited in a fund for use by the Secretary of State in providing an improved filing service.   [PL 1991, c. 465, §32 (NEW).]
SECTION HISTORY
PL 1991, c. 465, §32 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 14: FEES › 13-B §1403. Remittance to Treasurer of State

§1403. Remittance to Treasurer of State
All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the exception of those fees collected under sections 1402‑A and 1405.   [PL 1991, c. 465, §33 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1991, c. 465, §33 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 14: FEES › 13-B §1404. Access to Secretary of State's database

§1404. Access to Secretary of State's database
The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may promulgate rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures.   [PL 1991, c. 465, §34 (NEW).]
SECTION HISTORY
PL 1991, c. 465, §34 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 14: FEES › 13-B §1405. Publications

§1405. Publications
1.  Informational publications.
The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications.
[PL 1991, c. 465, §34 (NEW).]
2.  Fund; fees deposited.
All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications.
[PL 1991, c. 465, §34 (NEW).]
SECTION HISTORY
PL 1991, c. 465, §34 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 14: FEES › 13-B §1406. Public and mutual benefit corporation

§1406. Public and mutual benefit corporation
1.  Public benefit corporation.
A domestic corporation subject to this Act is a public benefit corporation if:
A. It is designated a public benefit corporation by statute;   [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. It is recognized as exempt under the Internal Revenue Code, Section 501(c)(3) or any successor provision;   [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. Pursuant to its articles of incorporation or its bylaws or by statute, it:
(1) Is organized for a public or charitable purpose; and
(2) Upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person that is recognized as exempt under the Internal Revenue Code, Section 501(c)(3) or any successor provision; or   [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
D. It elects to be a public benefit corporation in accordance with subsection 3 or section 403, subsection 1, paragraph A‑1.   [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Mutual benefit corporation.
A domestic corporation other than one described in subsection 1 is a mutual benefit corporation.
[PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
3.  Filings by corporation existing on effective date.
Not later than January 1, 2004, a domestic corporation in existence on January 1, 2003 shall specify on a filing with the Secretary of State whether it is a public benefit corporation or a mutual benefit corporation.
A. The specification may be made on an annual report, on an amendment or restatement of articles of incorporation or on articles of merger, conversion or domestication.   [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. A corporation that fails to comply with this subsection is a public benefit corporation until proper filing is made.   [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C28 (NEW). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 1: GENERAL PROVISIONS › 13-C §101. Short title

§101. Short title
This Title may be known and cited as the "Maine Business Corporation Act."   [PL 2003, c. 344, Pt. B, §28 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B28 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 1: GENERAL PROVISIONS › 13-C §103. Notice (REPEALED)

§103. Notice
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 323, Pt. C, §§1, 2 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2011, c. 274, §11 (RP).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 1: GENERAL PROVISIONS › 13-C §104. Number of shareholders; householding

§104. Number of shareholders; householding
1.  Identified as one shareholder.
For purposes of this Act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
A. Three or fewer co-owners;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. A corporation, partnership, trust, estate or other entity; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. The trustees, guardians, custodians or other fiduciaries of a single trust, estate, or account.   [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.  Registered in substantially similar names.
For purposes of this Act, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Householding.
A corporation is considered to have delivered written notice or any other report or statement under this Act, the articles of incorporation or the bylaws to all shareholders who share a common address if:
A. The corporation delivers one copy of the notice, report or statement to the common address;   [PL 2007, c. 289, §4 (NEW).]
B. The corporation addresses the notice, report or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and   [PL 2007, c. 289, §4 (NEW).]
C. Each of those shareholders consents to delivery of a single copy of such notice, report or statement to the shareholders' common address.   [PL 2007, c. 289, §4 (NEW).]
Consent given under paragraph C is revocable by any shareholder who delivers written notice of revocation to the corporation. If written notice of revocation is delivered, the corporation shall begin providing individual notices, reports or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
A shareholder who fails to object by written notice to the corporation within 60 days of written notice by the corporation of its intention to send single copies of notices, reports or statements to shareholders who share a common address as permitted by paragraph A is deemed to have consented to receiving a single copy at the common address.
[PL 2007, c. 289, §4 (NEW).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §4 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 1: GENERAL PROVISIONS › 13-C §105. Reservation of power

§105. Reservation of power
The Legislature of this State has the power to amend or repeal all or part of this Act at any time, and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal.   [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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §122. Forms

§122. Forms
The Secretary of State may prescribe and furnish on request forms for any documents required or permitted to be filed by this Act. If the Secretary of State so requires, use of these forms is mandatory.   [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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §124. Expedited service

§124. Expedited service
The Secretary of State may provide expedited service for the processing of documents in accordance with this Act. The Secretary of State shall establish a fee schedule and adopt rules to set forth the procedures governing this expedited service. All fees collected as provided by this section must be deposited into a fund for use by the Secretary of State in providing improved filing service.   [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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §125. Effective time and date of document

§125. Effective time and date of document
Except as provided in section 126, subsection 3, a document accepted for filing takes effect on the date and at the time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, except that:   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
1.  Time specified in document.
If the document specifies a time as to its effective time on the date filed, then the document takes effect on the date filed and at the time specified; and
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Delayed effective date; time.
If the document specifies a delayed effective time and date, the document takes effect on the time and date specified, as long as the delayed effective date for the document is not later than the 90th day after the date it is filed. If the document specifies a delayed effective date but does not specify a time, the document is effective at the close of business on the specified date.
[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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §126. Correcting filed document

§126. Correcting filed document
1.  Correction authorized.
A domestic or foreign corporation may correct a document filed by the Secretary of State if:
A. The document contains an inaccuracy;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The document was defectively executed, attested, sealed, verified or acknowledged; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. The electronic transmission of the document was defective.   [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.  Method of correcting documents.
A domestic or foreign corporation may correct a document by preparing articles of correction that:
A. Describe the document, including its filing date;   [PL 2003, c. 344, Pt. B, §37 (AMD).]
B. Specify the inaccuracy or defect to be corrected;   [PL 2003, c. 344, Pt. B, §37 (AMD).]
C. Correct the inaccuracy or defect; and   [PL 2003, c. 344, Pt. B, §37 (AMD).]
D. Provide the jurisdiction of incorporation and the date on which the foreign corporation was authorized to transact business in this State.   [PL 2003, c. 344, Pt. B, §37 (NEW).]
The domestic or foreign corporation shall deliver the articles of correction to the Secretary of State for filing.
[PL 2003, c. 344, Pt. B, §37 (AMD).]
3.  Effective date of correction.
Articles of correction take effect on the effective date of the document they correct except that, as to persons relying on the uncorrected document and adversely affected by the correction, articles of correction take effect when filed.
[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, §B37 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §127. Filing duty of Secretary of State

§127. Filing duty of Secretary of State
1.  Duty to file.
If a document delivered to the office of the Secretary of State for filing pursuant to this Act satisfies the requirements of section 121, the Secretary of State shall file the document.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Recording as filed; acknowledgment.
The Secretary of State files a document pursuant to subsection 1 by recording it as filed on the date of receipt. After filing a document, the Secretary of State shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date of filing. If the person delivering the document for filing so requests, the acknowledgment must further include the hour and minute of filing.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Refusal to file; written explanation.
If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within 5 days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Ministerial.
The Secretary of State's duty to file a document under this section is ministerial, and the filing or refusal to file a document does not:
A. Affect the validity or invalidity of the document in whole or part;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Relate to the correctness or incorrectness of information contained in the document; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.   [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).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §128. Appeal Secretary of State's refusal to file document

§128. Appeal Secretary of State's refusal to file document
1.  Commencing an appeal.
If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the domestic or foreign corporation within 30 days after the return of the document may appeal the refusal to the Superior Court of the county where the corporation's principal office is located or, if there is not a principal office in this State, of Kennebec County. The appeal is commenced by petitioning the court to compel filing of the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Court order.
Upon the receipt of a petition filed under subsection 1, the court may summarily order the Secretary of State to file a document or take other action the court considers appropriate.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Appeal court's decision.
The court's final decision may be appealed as in other civil proceedings.
[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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §129. Evidentiary effect of copy of filed document

§129. Evidentiary effect of copy of filed document
A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State pursuant to section 127 is conclusive evidence that the original document is on file with the Secretary of State.   [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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §130. Certificate of existence; certificate of authority; certificate of fact

§130. Certificate of existence; certificate of authority; certificate of fact
1.  Application.
Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Contents.
A certificate of existence or certificate of authority sets forth:
A. The corporation's name used in this State;   [PL 2003, c. 631, §15 (AMD).]
B. That, if a domestic corporation, the corporation is duly incorporated under the laws of this State and the date of its incorporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. That, if a foreign corporation, the foreign corporation is authorized to transact business in this State, the date on which the corporation was authorized to transact business in this State and its jurisdiction of incorporation;   [PL 2003, c. 344, Pt. B, §38 (AMD).]
D. That all fees and penalties owed to this State have been paid if:
(1) Payment is reflected in the records of the Secretary of State; and
(2) Nonpayment affects the existence or authorization of the domestic or foreign corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
E. That the corporation's most recent annual report required by section 1621 has been delivered to the Secretary of State;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
F. That, if the corporation is a domestic corporation, articles of dissolution relating to that corporation have not been filed; and   [PL 2003, c. 344, Pt. B, §38 (AMD).]
G. Other facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 631, §15 (AMD).]
3.  Evidence of existence or authority.
Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Certificate of fact.
In addition to a certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[PL 2003, c. 344, Pt. B, §39 (NEW).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B38-39 (AMD). PL 2003, c. 631, §15 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §131. Penalty for signing false document

§131. Penalty for signing false document
A person commits a Class E crime if that person signs a document pursuant to this Act knowing it is false in any material respect with 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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 2: FILING DOCUMENTS › 13-C §132. Unsworn falsification

§132. Unsworn falsification
The execution of a certificate or articles containing one or more false statements constitutes unsworn falsification under Title 17-A, section 453.   [PL 2011, c. 274, §13 (NEW).]
SECTION HISTORY
PL 2011, c. 274, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 3: SECRETARY OF STATE › 13-C §141. Powers

§141. Powers
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this Act, including the power to make rules not inconsistent with this Act. Rules adopted pursuant to this Act are routine technical rules as defined in Title 5, chapter 375, subchapter II‑A.   [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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 3: SECRETARY OF STATE › 13-C §142. Access to Secretary of State's database

§142. Access to Secretary of State's database
The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt rules to establish a fee schedule and governing procedures. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.   [PL 2003, c. 344, Pt. B, §40 (NEW).]
SECTION HISTORY
PL 2003, c. 344, §B40 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › Subchapter 3: SECRETARY OF STATE › 13-C §143. Publications

§143. Publications
1.  Informational publications.
The Secretary of State may establish by rule a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.
[PL 2003, c. 344, Pt. B, §40 (NEW).]
2.  Funds; fees deposited.
All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications.
[PL 2003, c. 344, Pt. B, §40 (NEW).]
SECTION HISTORY
PL 2003, c. 344, §B40 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 2: INCORPORATION › 13-C §201. Incorporators

§201. Incorporators
One or more persons may serve as the incorporator or incorporators of a corporation by delivering articles of incorporation 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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 2: INCORPORATION › 13-C §203. Incorporation

§203. Incorporation
1.  Beginning of corporate existence.
Unless a later effective date is specified, the corporate existence of a corporation begins when its articles of incorporation are filed.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Filing constitutes proof of satisfaction of conditions.
The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
[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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 2: INCORPORATION › 13-C §204. Liability for preincorporation transactions

§204. Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting.   [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).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 2: INCORPORATION › 13-C §205. Organization of corporation

§205. Organization of corporation
1.  Organizational meeting.
An organizational meeting must be held before or after incorporation in accordance with this subsection.
A. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators:
(1) To elect directors and complete the organization of the corporation; or
(2) To elect a board of directors who shall complete the organization of the corporation.   [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.  Action permitted without organizational meeting.
Action required or permitted by this section to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Location of organizational meeting.
An organizational meeting may be held in or out of this State.
[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).