reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 2: INCORPORATION › 13-C §206. Bylaws

§206. Bylaws
1.  Adoption of bylaws.
The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Contents of bylaws.
The bylaws of a corporation may contain any provision that is not inconsistent with law or its articles of incorporation.
[PL 2011, c. 274, §14 (AMD).]
3.  Provisions for solicitation of proxies or consents.
The bylaws may contain one or both of the following provisions:
A. A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and   [PL 2011, c. 274, §14 (NEW).]
B. A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, as long as no bylaw so adopted applies to elections for which any record date precedes its adoption.   [PL 2011, c. 274, §14 (NEW).]
[PL 2011, c. 274, §14 (NEW).]
4.  Reasonable, practicable and orderly process.
Notwithstanding section 1020, subsection 2, paragraph B, the shareholders in amending, repealing or adopting a bylaw described in subsection 3 may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable and orderly process.
[PL 2011, c. 274, §14 (NEW).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2011, c. 274, §14 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 2: INCORPORATION › 13-C §207. Emergency bylaws

§207. Emergency bylaws
1.  Emergency defined.
For purposes of this section, an emergency exists if a quorum of the corporation's directors can not readily be assembled because of some catastrophic event.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Emergency bylaws authorized.
Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during an emergency, including:
A. Procedures for calling a meeting of the board of directors;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Quorum requirements for a meeting of the board of directors; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Designation of additional or substitute directors.   [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).]
3.  Effect of nonemergency bylaws.
All provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during an emergency. The emergency bylaws are not effective after the emergency ends.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Effect of corporate action in accord with emergency bylaws.
Corporate action taken in good faith in accordance with the emergency bylaws:
A. Binds the corporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. May not be used to impose liability on a corporate director, officer, employee or agent.   [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 3: PURPOSES AND POWERS › 13-C §301. Corporate purposes

§301. Corporate purposes
1.  Purpose of engaging in lawful business.
A corporation subject to this Act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
[PL 2003, c. 344, Pt. B, §44 (AMD).]
2.  Subject to other regulation by this State.
A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this Act only if permitted by, and subject to all limitations of, the other statute.
[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, §B44 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 3: PURPOSES AND POWERS › 13-C §303. Emergency powers

§303. Emergency powers
1.  Emergency defined.
For the purposes of this section, an emergency exists if a quorum of the corporation's directors can not readily be assembled because of some catastrophic event.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Authorized powers in event of emergency.
In anticipation of or during an emergency, the board of directors of a corporation may:
A. Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.   [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).]
3.  Notice of meeting; quorum.
During an emergency, unless emergency bylaws pursuant to chapter 2 provide otherwise:
A. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.   [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.  Effect of corporate action taken during emergency.
Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
A. Binds the corporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. May not be used to impose liability on a corporate director, officer, employee or agent.   [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 3: PURPOSES AND POWERS › 13-C §304. Ultra vires

§304. Ultra vires
1.  Corporate action not subject to challenge.
Except as provided in subsection 2, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Corporate action subject to challenge.
A corporation's power to act may be challenged:
A. In a proceeding by a shareholder against the corporation to enjoin the act;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. In a proceeding by the Attorney General under section 1430.   [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).]
3.  Available remedies in proceeding by shareholder.
In a shareholder's proceeding under subsection 2, paragraph A to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
[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 4: NAME › 13-C §402. Reserved name

§402. Reserved name
1.  Reserve use of name.
A person may reserve the exclusive use of a corporate name, including an assumed or fictitious name, by delivering for filing an application to the Secretary of State. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant.
[PL 2013, c. 99, §2 (AMD).]
2.  Transfer of reservation.
The owner of a reserved corporate name under subsection 1 may transfer the reservation to another person by delivering to the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
[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 2013, c. 99, §2 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 4: NAME › 13-C §403. Registered name of foreign corporation

§403. Registered name of foreign corporation
1.  Register corporate name.
A foreign corporation may register its corporate name if the name is distinguishable on the records of the Secretary of State pursuant to section 401.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Application.
To register its corporate name a foreign corporation must deliver to the Secretary of State for filing an application that:
A. Sets forth its corporate name, the state or country and date of its incorporation, the address of its principal office and a brief description of the nature of the business in which it is engaged; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.   [PL 2003, c. 344, Pt. B, §48 (AMD).]
[PL 2003, c. 344, Pt. B, §48 (AMD).]
3.  Applicant's exclusive use.
The corporate name is registered for the foreign corporation's exclusive use upon the effective date of the application until the end of the calendar year in which the application was filed.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Renewal of registered name.
A foreign corporation whose registration is effective may renew it for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
5.  Qualify as foreign corporation.
A foreign corporation whose registration is effective may, after the registration is effective, qualify as a foreign corporation under the registered name or may consent in writing to the use of that name by a corporation subject to this Act or by another foreign corporation authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
[PL 2003, c. 344, Pt. B, §49 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B48,49 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 5: OFFICE AND CLERK › 13-C §501. Registered office and clerk (REPEALED)

§501. Registered office and clerk
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B54,55 (AMD). PL 2007, c. 323, Pt. C, §10 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 5: OFFICE AND CLERK › 13-C §502. Service on corporation (REPEALED)

§502. Service on corporation
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 323, Pt. C, §10 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 5-A: CLERK › 13-C §511. Clerk

§511. Clerk
Each domestic corporation to which this Act applies shall maintain in this State a clerk, who is a natural person resident in this State. The clerk may be, but is not required to be, one of the directors or officers of the corporation, or the clerk may be a person holding no other position with the corporation. The clerk must be appointed by the corporation's board of directors unless the articles of incorporation reserve appointment of the clerk to the shareholders. The clerk of a corporation is not an officer but performs the functions provided in this Act. The duties of the clerk are ministerial only, and the clerk is not liable in that capacity for any liabilities of the corporation, including, but not limited to, debts, claims, taxes, fines or penalties. Unless otherwise provided by the bylaws, the clerk shall keep on file a list of all shareholders of the corporation and keep, in a book kept for that purpose, the records of all shareholders' meetings, including all records of all votes and minutes of the meetings. These records may be kept by the clerk at the clerk's address or another office of the corporation to which the clerk has ready access. The clerk may certify all votes, resolutions and actions of the shareholders and may certify all votes, resolutions and actions of the corporation's board of directors and its committees.   [PL 2007, c. 323, Pt. C, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
The articles of incorporation or bylaws may provide that changes in the clerk and election of a new clerk must be by vote of the shareholders. Unless the articles or bylaws expressly so provide, changes in the clerk and election of a new clerk must be by resolution of the board of directors.   [PL 2007, c. 323, Pt. C, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
The clerk required under this section is also governed by Title 5, chapter 6-A.   [PL 2007, c. 535, Pt. B, §4 (NEW).]
SECTION HISTORY
PL 2007, c. 323, Pt. C, §11 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2007, c. 535, Pt. B, §4 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 5-A: CLERK › 13-C §512. Service of process upon domestic corporation

§512. Service of process upon domestic corporation
Service of process, notice or demand required or permitted by law on a domestic corporation is governed by Title 5, section 113.   [PL 2007, c. 323, Pt. C, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2007, c. 323, Pt. C, §11 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 6: SHARES AND DISTRIBUTIONS › Subchapter 1: SHARES › 13-C §602. Terms of class or series determined by board of directors

§602. Terms of class or series determined by board of directors
1.  Determination by board of directors.
If a corporation's articles of incorporation provide, the board of directors is authorized without shareholder approval to:
A. Classify any unissued shares into one or more classes or into one or more series within a class;   [PL 2003, c. 344, Pt. B, §56 (NEW).]
B. Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or   [PL 2003, c. 344, Pt. B, §56 (NEW).]
C. Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.   [PL 2003, c. 344, Pt. B, §56 (NEW).]
[PL 2003, c. 344, Pt. B, §56 (AMD).]
2.  Series must have distinguishing designation.
[PL 2003, c. 344, Pt. B, §56 (RP).]
2-A.  Terms fixed before issuance.
If the board of directors acts pursuant to subsection 1, the board shall determine the terms including the preferences, rights and limitations to the same extent permitted under section 601, of:
A. Any class of shares before the issuance of any shares of that class; or   [PL 2003, c. 344, Pt. B, §56 (NEW).]
B. Any series within a class before the issuance of any shares of that series.   [PL 2003, c. 344, Pt. B, §56 (NEW).]
[PL 2003, c. 344, Pt. B, §56 (NEW).]
3.  Identical terms.
[PL 2003, c. 344, Pt. B, §56 (RP).]
3-A.  Filing articles of amendment.
Before issuing any shares of a class or series created under this section, the corporation shall deliver to the Secretary of State for filing articles of amendment setting forth the terms authorized under subsection 1.
[PL 2003, c. 344, Pt. B, §56 (NEW).]
4.  Filing articles of amendment.
[PL 2003, c. 344, Pt. B, §56 (RP).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B56 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 6: SHARES AND DISTRIBUTIONS › Subchapter 1: SHARES › 13-C §603. Issued and outstanding shares

§603. Issued and outstanding shares
1.  Issue number of shares authorized.
A corporation may issue the number of shares of each class or series authorized by its articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Limitations on reacquisition, redemption or conversion.
The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection 3 and to section 651.
[PL 2003, c. 344, Pt. D, §12 (AMD).]
3.  Requirement.
At all times that shares of the corporation are outstanding, there must be outstanding:
A. One share that has, or more shares that together have, unlimited voting rights; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. One share that is, or more shares that together are, entitled to receive the net assets of the corporation upon dissolution.   [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). PL 2003, c. 344, §D12 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 6: SHARES AND DISTRIBUTIONS › Subchapter 1: SHARES › 13-C §604. Fractional shares

§604. Fractional shares
1.  Authorization.
A corporation may:
A. Issue fractions of a share or pay in money the value of fractions of a share;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Arrange for disposition of fractional shares by the shareholders; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.   [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.  Scrip.
Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 626, subsection 2.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Rights.
The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Conditions.
The board of directors may authorize the issuance of scrip subject to any condition it considers desirable, including:
A. That the scrip will become void if not exchanged for full shares before a specified date; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.   [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 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §621. Subscription for shares before incorporation

§621. Subscription for shares before incorporation
1.  Revocability.
A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Payment terms.
The board of directors of a corporation may determine the payment terms of a subscription for shares that was entered into before incorporation, unless the subscription agreement specifies the payment terms. A call for payment by the board of directors must be uniform as far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Receipt of consideration.
Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Default; rescission.
If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation sends a written demand for payment to the subscriber.
[PL 2011, c. 274, §15 (AMD).]
5.  Contract.
A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 622.
[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 2011, c. 274, §15 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §622. Issuance of shares

§622. Issuance of shares
1.  Reservation of powers.
The powers granted in this section to the board of directors of a corporation may be reserved to the shareholders by the articles of incorporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Consideration.
The board of directors of a corporation may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Determination of adequate consideration.
Before the corporation issues shares, its board of directors must determine that the consideration received or to be received for shares to be issued is adequate. The determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Fully paid; nonassessable.
When the corporation receives the consideration for which its board of directors authorized the issuance of shares under subsection 3, those shares issued are fully paid and nonassessable.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
5.  Escrow.
The corporation may place in escrow shares issued for a contract for future services or benefits or for a promissory note or may make other arrangements to restrict the transfer of the shares and may credit distributions in respect of the shares against their purchase price until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.
[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 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §623. Liability of shareholders

§623. Liability of shareholders
1.  Liability for paying consideration.
A purchaser from a corporation of that corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Personal liability.
Unless otherwise provided in a corporation's articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's acts or conduct.
[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 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §624. Share dividends

§624. Share dividends
1.  Pro rata shares.
Unless a corporation's articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Shares of different classes.
Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
A. The articles of incorporation so authorize;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. There are no outstanding shares of the class or series to be issued.   [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).]
3.  Record date.
If a corporation's board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
[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 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §625. Share options

§625. Share options
1.  Board authority to issue options.
A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The corporation's board of directors shall determine:
A. The terms upon which the rights, options or warrants are issued; and   [PL 2003, c. 344, Pt. B, §57 (NEW).]
B. The terms including the consideration for which the shares or other securities are issued.   [PL 2003, c. 344, Pt. B, §57 (NEW).]
The authorization by the board of directors for the corporation to issue these rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.
[PL 2003, c. 344, Pt. B, §57 (NEW).]
2.  Limitations based on holdings.
The terms and conditions of these rights, options or warrants, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that:
A. Preclude or limit the exercise, transfer or receipt of these rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of the person; or   [PL 2003, c. 344, Pt. B, §57 (NEW).]
B. Invalidate or void these rights, options or warrants held by the person or the transferee.   [PL 2003, c. 344, Pt. B, §57 (NEW).]
[PL 2003, c. 344, Pt. B, §57 (NEW).]
3.  Authorized officers.
The board of directors may authorize one or more officers to:
A. Designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares; and   [PL 2011, c. 274, §16 (NEW).]
B. Determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients, except that an officer or officers may not use such authority to designate themselves or such other persons as the board of directors may specify as a recipient or recipients of such rights, options, warrants or other equity compensation awards.   [PL 2011, c. 274, §16 (NEW).]
[PL 2011, c. 274, §16 (NEW).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B57 (RPR). PL 2011, c. 274, §16 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §626. Form and content of certificates

§626. Form and content of certificates
1.  Certificate not required.
Shares may but need not be represented by certificates. Unless this Act or another law expressly provides otherwise, whether the shares are represented by certificates or not does not affect the rights and obligations of shareholders.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Content of certificate.
At a minimum each share certificate must state on its face:
A. The name of the issuing corporation and that the corporation is organized under the laws of this State;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The name of the person to whom issued; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. The number and class of shares and the designation of the series, if any, the certificate represents.   [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).]
3.  Classes.
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series and the authority of its board of directors to determine variations for future series must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Signatures.
Each share certificate must be signed, either manually or in facsimile, by:
A. Two officers designated in the bylaws or by the board of directors; or   [PL 2015, c. 259, §5 (AMD).]
B. The clerk and an officer designated in the bylaws or by the board of directors.   [PL 2015, c. 259, §5 (AMD).]
C. [PL 2015, c. 259, §5 (RP).]
A share certificate may bear the corporate seal or its facsimile.
[PL 2015, c. 259, §5 (AMD).]
5.  Signatory no longer holds office.
If the person who signed a share certificate pursuant to subsection 4 no longer holds office when the certificate is issued, the certificate is nevertheless valid.
[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 2015, c. 259, §5 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §627. Shares without certificates

§627. Shares without certificates
1.  Authorization.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series of shares without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Written statement.
Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 626, subsections 2 and 3 and, if applicable, section 628.
[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 6: SHARES AND DISTRIBUTIONS › Subchapter 2: ISSUANCE OF SHARES › 13-C §629. Expense of issue

§629. Expense of issue
A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.   [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 6: SHARES AND DISTRIBUTIONS › Subchapter 3: SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION › 13-C §642. Corporation's acquisition of its own shares

§642. Corporation's acquisition of its own shares
1.  Acquisition.
A corporation may acquire its own shares. Shares so acquired constitute authorized but unissued shares.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Prohibition on reissuance.
If a corporation's articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
[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 7: SHAREHOLDERS › Subchapter 1: MEETINGS › 13-C §701. Annual meeting

§701. Annual meeting
1.  Annual meeting required; exceptions.
Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, except that, if a corporation’s articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to section 730, subsection 3, directors may not be elected by less than unanimous written consent.
[PL 2007, c. 289, §5 (AMD).]
2.  Place.
Annual shareholders' meetings may be held in or out of the State at the place stated in or fixed in accordance with a corporation's bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings must be held at the corporation's principal office or, if authorized by the board of directors, by means of remote communication pursuant to section 709.
[PL 2021, c. 188, §5 (AMD).]
3.  Failure to hold meeting.
The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
[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. 289, §5 (AMD). PL 2021, c. 188, §5 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 7: SHAREHOLDERS › Subchapter 1: MEETINGS › 13-C §702. Special meeting

§702. Special meeting
1.  Special meeting required.
A corporation shall hold a special meeting of its shareholders:
A. On call of the board of directors or the person or persons authorized to do so by its articles of incorporation or bylaws; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. If shareholders holding at least 10% of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, except that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding 25% of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.   [PL 2015, c. 259, §6 (AMD).]
[PL 2015, c. 259, §6 (AMD).]
2.  Record date for determining entitlement to special meeting.
If not otherwise fixed under section 703 or 707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Place of special meetings.
Special meetings may be held in or out of this State at the place stated in or fixed in accordance with the corporation's bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Scope of special meeting.
Only business within the purpose or purposes described in the meeting notice required by section 705, subsection 3 may be conducted at a special meeting.
[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 2015, c. 259, §6 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 7: SHAREHOLDERS › Subchapter 1: MEETINGS › 13-C §703. Court-ordered meeting

§703. Court-ordered meeting
1.  Shareholder application.
The Superior Court of the county in which a corporation's principal office is located, or, if the principal office is not located in this State, of Kennebec County, may summarily order a meeting to be held:
A. On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or   [PL 2007, c. 289, §6 (AMD).]
B. On application of a shareholder who signed a demand for a special meeting valid under section 702 if:
(1) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation clerk; or
(2) The special meeting was not held in accordance with the notice required by section 705, subsection 3.   [PL 2003, c. 344, Pt. B, §59 (AMD).]
[PL 2007, c. 323, Pt. C, §12 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Court may prescribe specifics.
The Superior Court may fix the time and place of a meeting ordered pursuant to this section, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting.
[PL 2011, c. 274, §17 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B59 (AMD). PL 2007, c. 289, §6 (AMD). PL 2007, c. 323, Pt. C, §12 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2011, c. 274, §17 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 7: SHAREHOLDERS › Subchapter 1: MEETINGS › 13-C §705. Notice of meeting

§705. Notice of meeting
1.  Notification to shareholders.
A corporation shall notify shareholders of the date, time and place of each annual or special shareholders' meeting no fewer than 10 days, or 3 days for close corporations, nor more than 60 days before the meeting date. The notice must include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting. If the board of directors has authorized participation by means of remote communication pursuant to section 709 for any class or series of shareholders, the notice to such class or series of shareholders must describe the means of remote communication to be used. Unless this Act or the corporation's articles of incorporation require otherwise, the corporation is required only to give notice to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.
[PL 2011, c. 274, §20 (AMD).]
2.  Annual meeting; description of purpose not required.
Unless this Act or a corporation's articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Special meeting; description of purpose required.
Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Record date.
If not otherwise fixed under section 703 or 707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
5.  Adjournment to new date, time or place.
Unless a corporation's bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 707, however, notice of the adjourned meeting must be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned date.
[PL 2011, c. 274, §21 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2011, c. 274, §§20, 21 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 7: SHAREHOLDERS › Subchapter 1: MEETINGS › 13-C §706. Waiver of notice

§706. Waiver of notice
1.  Shareholder may waive notice.
A shareholder may waive any notice required by this Act or a corporation's articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Attendance of meeting.
A shareholder's attendance at a meeting:
A. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.   [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).