reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1321. Notice of appraisal rights

§1321. Notice of appraisal rights
1.  Meeting notice.
If a proposed corporate action described in section 1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Notice of corporate action.
In a merger pursuant to section 1105, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that a corporate action became effective. The notice must be sent within 10 days after the corporate action became effective and include the materials described in section 1323.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Action by written consent.
If a corporate action specified in section 1302 is to be approved by written consent of the shareholders pursuant to section 704:
A. Written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter; and   [PL 2011, c. 274, §67 (AMD).]
B. Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting voting and nonvoting shareholders as required by section 704, subsections 4 and 5, may include the materials described in section 1323 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter.   [PL 2007, c. 289, §33 (NEW).]
[PL 2011, c. 274, §67 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §33 (AMD). PL 2011, c. 274, §67 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1322. Notice of intent to demand payment (REPEALED)

§1322. Notice of intent to demand payment
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §34 (RP).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1322-A. Notice of intent to demand payment

§1322-A. Notice of intent to demand payment
1.  Preservation of appraisal rights if action taken at a meeting.
If a proposed corporate action requiring appraisal rights under sections 1302 to 1304 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
A. Shall deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and   [PL 2007, c. 289, §35 (NEW).]
B. May not vote, or cause or permit to be voted, any shares of the class or series in favor of the proposed action.   [PL 2007, c. 289, §35 (NEW).]
[PL 2007, c. 289, §35 (NEW).]
2.  Preservation of appraisal rights if action taken by consent.
If a corporate action specified in section 1302 is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares.
[PL 2011, c. 274, §68 (AMD).]
3.  Effect of failure to preserve.
A shareholder who fails to satisfy the requirements of subsection 1 or 2 is not entitled to payment under this chapter.
[PL 2007, c. 289, §35 (NEW).]
SECTION HISTORY
PL 2007, c. 289, §35 (NEW). PL 2011, c. 274, §68 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1324. Perfection of rights; right to withdraw

§1324. Perfection of rights; right to withdraw
1.  Perfection of rights.
A shareholder who receives notice pursuant to section 1323 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (2) and certify whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 1323, subsection 2, paragraph A. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 1326. A shareholder who wishes to exercise appraisal rights shall execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (2). Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection 2.
[PL 2007, c. 289, §39 (AMD).]
2.  Withdraw from appraisal process.
A shareholder who has complied with subsection 1 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (5). A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Failure to execute and return form; nonpayment.
A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 1323, subsection 2, is not entitled to payment under this chapter.
[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, §39 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1325. Payment

§1325. Payment
1.  Fair value.
Except as provided in section 1326, within 30 days after the form required by section 1323, subsection 2, paragraph B, subparagraph (2) is due, a corporation shall pay in cash to those shareholders who complied with section 1324, subsection 1 the amount the corporation estimates to be the fair value of their shares, plus interest.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Additional information.
The payment to each shareholder pursuant to subsection 1 must be accompanied by:
A. Annual financial statements specified in section 1620, subsection 1 of the corporation that issued the shares to be appraised, whether or not a close corporation, that must be as of a date ending not more than 16 months before the date of payment and must comply with section 1620, subsection 2. If such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information;   [PL 2007, c. 289, §40 (AMD).]
B. A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to section 1323, subsection 2, paragraph B, subparagraph (3);   [PL 2007, c. 289, §40 (AMD).]
C. A statement that shareholders described in subsection 1 have the right to demand further payment under section 1327 and that if any such shareholder does not do so within the time period specified in section 1327, that shareholder is deemed to have accepted the payment in full satisfaction of the corporation's obligations under this chapter; and   [PL 2007, c. 289, §40 (AMD).]
D. The latest available quarterly financial statements of the corporation, if any.   [PL 2007, c. 289, §40 (NEW).]
[PL 2007, c. 289, §40 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §40 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1326. After-acquired shares

§1326. After-acquired shares
1.  Withhold payment.
A corporation may elect to withhold payment required by section 1325 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 1323, subsection 2, paragraph A.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Notify shareholders.
If a corporation elected to withhold payment under subsection 1, the corporation shall, within 30 days after the date by which the corporation must receive the form is given as required by section 1323, subsection 2, paragraph B, subparagraph (2) is due, notify all shareholders who are described in subsection 1:
A. Of the information required by section 1325, subsection 2, paragraph A;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Of the corporation's estimate of fair value pursuant to section 1325, subsection 2, paragraph B;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. That the shareholders may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 1327;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. That those shareholders who wish to accept the offer pursuant to paragraph B must notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer pursuant to paragraph B; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
E. That those shareholders who do not satisfy the requirements for demanding appraisal under section 1327 are deemed to have accepted the corporation's offer pursuant to paragraph B.   [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.  Shareholders who accept offer.
Within 10 days after receiving the shareholder's acceptance pursuant to subsection 2, a corporation must pay in cash the amount it offered under subsection 2, paragraph B to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Shareholders deemed to accept offer; payment.
Within 40 days after sending the notice described in subsection 2, a corporation shall pay in cash the amount the corporation offered to pay under subsection 2, paragraph B to each shareholder described in subsection 2, paragraph E.
[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 13: APPRAISAL RIGHTS › Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS › 13-C §1327. Procedure if shareholder dissatisfied with payment or offer

§1327. Procedure if shareholder dissatisfied with payment or offer
1.  Notification; demand.
A shareholder paid pursuant to section 1325 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest less any payment under section 1325. A shareholder offered payment under section 1326 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Failure to notify corporation in writing.
A shareholder who fails to notify a corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection 1 within 30 days after receiving the corporation's payment or offer of payment under section 1325 or 1326 waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those sections.
[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 13: APPRAISAL RIGHTS › Subchapter 3: JUDICIAL APPRAISAL OF SHARES › 13-C §1332. Court costs and counsel fees

§1332. Court costs and counsel fees
1.  Court costs.
The court in an appraisal proceeding commenced under section 1331 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against a corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.
[PL 2007, c. 289, §41 (AMD).]
2.  Court-assessed expenses.
The court in an appraisal proceeding under section 1331 may also assess the expenses for the respective parties, in amounts the court finds equitable:
A. Against a corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 1321, 1323, 1325 or 1326; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Against either a corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.   [PL 2007, c. 289, §41 (AMD).]
[RR 2007, c. 1, §6 (COR).]
3.  Fees awarded from settlement.
If the court in an appraisal proceeding under section 1331 finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that those expenses should not be assessed against the corporation, the court may direct that those expenses be paid out of the amounts awarded the shareholders who were benefitted.
[PL 2007, c. 289, §41 (AMD).]
4.  Corporation fails to make payment.
To the extent a corporation fails to make a required payment pursuant to section 1325, 1326 or 1327, a shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit.
[PL 2007, c. 289, §41 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §41 (AMD). RR 2007, c. 1, §6 (COR).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 13: APPRAISAL RIGHTS › Subchapter 4: OTHER REMEDIES › 13-C §1341. Other remedies limited

§1341. Other remedies limited
1.  Limitation on proposed or completed corporate actions.
The legality of a proposed or completed corporate action described in section 1302 may not be contested nor may the corporate action be enjoined, set aside or rescinded in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
[PL 2011, c. 274, §71 (NEW).]
2.  Exceptions.
Subsection 1 does not apply to a corporate action that:
A. Was not authorized and approved in accordance with the applicable provisions of:
(1) Chapter 9, 10, 11 or 12;
(2) The articles of incorporation or bylaws; or
(3) The resolution of the board of directors authorizing the corporate action;   [PL 2011, c. 274, §71 (NEW).]
B. Was procured as a result of fraud, a material misrepresentation or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;   [PL 2011, c. 274, §71 (NEW).]
C. Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 873 and has been approved by the shareholders in the same manner as is provided in section 874 as if the interested transaction were a director's conflicting-interest transaction; or   [PL 2011, c. 274, §71 (NEW).]
D. Is approved by less than unanimous consent of the voting shareholders pursuant to section 704 if:
(1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
(2) The proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.   [PL 2011, c. 274, §71 (NEW).]
[PL 2011, c. 274, §71 (NEW).]
SECTION HISTORY
PL 2011, c. 274, §71 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1401. Dissolution by incorporators or initial directors

§1401. Dissolution by incorporators or initial directors
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
1.  Name.
The name of the corporation;
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Date.
The date of incorporation;
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Shares.
That none of the corporation's shares have been issued or that the corporation has not commenced business;
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Debt.
That no debt of the corporation remains unpaid, including the filing of the annual report as required by section 1621;
[PL 2003, c. 344, Pt. B, §108 (AMD).]
5.  Net assets.
That, if shares were issued, the net assets of the corporation remaining after winding up have been distributed to the shareholders;
[PL 2003, c. 344, Pt. B, §108 (AMD).]
6.  Authorization of dissolution.
That a majority of the incorporators or initial directors authorized the dissolution;
[PL 2003, c. 344, Pt. B, §108 (AMD).]
7.  Date authorized.
The date dissolution was authorized; and
[PL 2003, c. 344, Pt. B, §109 (NEW).]
8.  Effective date.
The effective date of the dissolution. A corporation is dissolved upon the effective date of its articles of dissolution.
[PL 2003, c. 344, Pt. B, §109 (NEW).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B108,109 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1402. Dissolution by board of directors and shareholders

§1402. Dissolution by board of directors and shareholders
1.  Dissolution proposal.
A corporation's board of directors may propose dissolution for submission to the shareholders.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Adoption of proposal of dissolution.
For a proposal to dissolve to be adopted:
A. A corporation's board of directors must recommend dissolution to the shareholders unless:
(1) The board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation; or
(2) Section 827 applies.
If subparagraph (1) or (2) applies, the board of directors must transmit to the shareholders the basis for so proceeding; and   [PL 2011, c. 274, §72 (RPR).]
B. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2011, c. 274, §72 (AMD).]
3.  Condition submission of proposal.
A corporation's board of directors may condition the board of directors' submission of the proposal for dissolution on any basis.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Notice of meeting to dissolve.
A corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
5.  Adoption of dissolution by majority.
Unless the corporation's articles of incorporation or the corporation's board of directors acting pursuant to subsection 3 requires a greater vote, approval of the proposal to dissolve requires the approval of the shareholders by a majority of all the votes entitled to be cast on the proposal by that voting group and, if any class or series is entitled to vote as a separate voting group on the proposal, the approval of each separate voting group by a majority of all the votes entitled to be cast on the proposal by that voting group. The corporation's articles of incorporation may provide that a proposal to dissolve may be approved by a lesser vote of each voting group entitled to vote on the proposal, but in no case by less than a majority of the votes cast by that voting group at a meeting at which there exists for each such voting group a quorum consisting of at least a majority of the votes entitled to be cast on the proposal by each voting group entitled to vote on the proposal.
[PL 2003, c. 344, Pt. B, §110 (RPR).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B110 (AMD). PL 2011, c. 274, §72 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1403. Dissolution by written consent of all shareholders

§1403. Dissolution by written consent of all shareholders
A proposal to dissolve may be approved by written consent of shareholders entitled to vote as provided in section 704. If the dissolution is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the corporation's board of directors proposing the dissolution is not necessary.   [PL 2003, c. 344, Pt. B, §111 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B111 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1404. Articles of dissolution

§1404. Articles of dissolution
1.  File articles of dissolution with Secretary of State.
At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
A. The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The date dissolution was authorized and the effective date of the dissolution; and   [PL 2003, c. 344, Pt. B, §112 (AMD).]
C. If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this Act and by the corporation's articles of incorporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §112 (AMD).]
2.  Effective date of dissolution.
A corporation is dissolved upon the effective date of its articles of dissolution.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Dissolved corporation.
For purposes of this subchapter, "dissolved corporation" means a corporation whose articles of dissolution have become effective. "Dissolved corporation" includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Other requirements at the time of dissolution.
At the time of filing the articles under this section, the Secretary of State may require the corporation to file the annual report required to be filed under section 1621 and pay any fees or penalties owed to the Secretary of State under section 1420.
[PL 2007, c. 231, §21 (NEW).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B112 (AMD). PL 2007, c. 231, §21 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1405. Revocation of dissolution

§1405. Revocation of dissolution
1.  Revoke dissolution.
A corporation may revoke its dissolution within 120 days of its effective date.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Authorization of revocation.
Revocation of dissolution must be authorized in the same manner as the dissolution was authorized under this subchapter unless that authorization permitted revocation by action of the corporation's board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Articles of revocation of dissolution.
After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution that set forth:
A. The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The effective date of the dissolution that was revoked;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. The date that the revocation of dissolution was authorized;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
E. If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
F. If shareholder action was required to revoke the dissolution, the information required by section 1404, subsection 1, paragraph C.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §113 (AMD).]
4.  Effective date of revocation.
Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
5.  Resume business.
When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution, and the corporation resumes business as if dissolution had not occurred.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B113 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1407. Known claims against dissolved corporation

§1407. Known claims against dissolved corporation
1.  Disposition of known claims.
A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Written notice.
The written notice required by subsection 1 must:
A. Describe information that must be included in a claim against the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Provide a mailing address where a claim may be sent;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and   [PL 2003, c. 344, Pt. B, §114 (AMD).]
D. State that the claim may be barred if not received by the deadline.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §114 (AMD).]
3.  Claim barred.
A claim against the dissolved corporation, other than a liquidated claim that is known to the corporation, has fully matured and is not disputed in good faith by the corporation, is barred:
A. If a claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Claim.
For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B114 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1409. Court proceedings

§1409. Court proceedings
1.  Security provided for payment of claim.
A dissolved corporation that has published a notice under section 1408 may file an application with the Superior Court of the county where the dissolved corporation's principal office is located or, if not in this State, of Kennebec County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 1408, subsection 3.
[PL 2007, c. 323, Pt. C, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Notice to claimant.
Within 10 days after the filing of the application under subsection 1, notice of the proceeding must be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Guardian ad litem.
The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Satisfaction of obligations.
Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection 1 satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 323, Pt. C, §19 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 1: VOLUNTARY DISSOLUTION › 13-C §1410. Duties of directors

§1410. Duties of directors
1.  Duties.
Directors of a dissolved corporation shall cause the corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or provision for claims.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Liability of directors.
Directors of a dissolved corporation that has disposed of claims under section 1407, 1408 or 1409 are not liable for breach of section 1410, subsection 1 with respect to claims against the dissolved corporation that are barred or satisfied under sections 1407, 1408 or 1409.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 2: ADMINISTRATIVE DISSOLUTION › 13-C §1420. Grounds for administrative dissolution

§1420. Grounds for administrative dissolution
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1421 to administratively dissolve a corporation if:   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
1.  Nonpayment of fees or penalties.
The corporation does not pay when they are due any fees or penalties imposed by this Act or other law;
[PL 2003, c. 631, §24 (AMD).]
2.  Failure to file annual report.
The corporation does not deliver its annual report to the Secretary of State as required by section 1621;
[PL 2003, c. 631, §24 (AMD).]
3.  Failure to pay late filing penalty.
The corporation does not pay the annual report late filing penalty as required by section 1622;
[PL 2003, c. 631, §24 (AMD).]
4.  Failure to maintain clerk.
The corporation is without a clerk in this State as required by Title 5, section 105, subsection 1;
[PL 2007, c. 323, Pt. C, §20 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
5.  Failure to notify of change of clerk or change of clerk's address.
The corporation does not notify the Secretary of State that its clerk has changed as required by Title 5, section 108, subsection 1 or the address of its clerk has been changed as required by Title 5, section 109 or 110 or that its clerk has resigned as required by Title 5, section 111; or
[PL 2007, c. 323, Pt. C, §21 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
6.  Filing of false information.
An incorporator, director, officer or agent of the corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §24 (AMD). PL 2007, c. 323, Pt. C, §§20, 21 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 2: ADMINISTRATIVE DISSOLUTION › 13-C §1422. Reinstatement following administrative dissolution

§1422. Reinstatement following administrative dissolution
1.  Reinstatement.
A corporation administratively dissolved under section 1421 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. The application must:
A. State the name of the corporation and the effective date of its administrative dissolution;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. State that the corporation's name satisfies the requirements of section 401.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Reinstatement after administrative dissolution.
If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 123, subsection 1 and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 1421, subsection 8 to deliver the notice to the corporation.
[PL 2007, c. 323, Pt. C, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
3.  Effect of reinstatement.
When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes business as if the administrative dissolution had not occurred.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B115 (AMD). PL 2007, c. 323, Pt. C, §25 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 2: ADMINISTRATIVE DISSOLUTION › 13-C §1423. Appeal from denial of reinstatement

§1423. Appeal from denial of reinstatement
1.  Denial of reinstatement.
If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation as required by section 1421, subsection 8 with a written notice that explains the reason or reasons for denial.
[PL 2007, c. 323, Pt. C, §26 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Appeal.
A corporation may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the corporation's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Court action.
The court may summarily order the Secretary of State to reinstate an administratively dissolved corporation or may take other action the court considers appropriate.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Final decision.
The court's final decision in an appeal under this section 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). PL 2007, c. 323, Pt. C, §26 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 2: ADMINISTRATIVE DISSOLUTION › 13-C §1424. Reinstatement of suspended corporate charter

§1424. Reinstatement of suspended corporate charter
1.  Reinstatement after charter suspension.
A corporation whose charter was suspended before July 1, 2003 may apply for reinstatement with the Secretary of State if:
A. The Secretary of State determines that the application contains the information required under section 1422, subsection 1;   [PL 2003, c. 344, Pt. B, §116 (NEW).]
B. The application is accompanied by the reinstatement fee set forth in section 123, subsection 1; and   [PL 2003, c. 344, Pt. B, §116 (NEW).]
C. The application is received by the Secretary of State by June 30, 2009.   [PL 2003, c. 344, Pt. B, §116 (NEW).]
[PL 2003, c. 344, Pt. B, §116 (NEW).]
2.  Effect on corporation failing to reinstate by June 30, 2009.
A corporation that fails to meet the requirements of subsection 1 is administratively dissolved and may not reinstate.
[PL 2003, c. 344, Pt. B, §116 (NEW).]
3.  Protecting corporate name after suspension.
The name of a corporation whose charter is suspended remains in the Secretary of State's records of corporate names and is protected for a period of 3 years following its suspension.
[PL 2003, c. 344, Pt. B, §116 (NEW).]
SECTION HISTORY
PL 2003, c. 344, §B116 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 2: ADMINISTRATIVE DISSOLUTION › 13-C §1425. Revival of a domestic business corporation after dissolution

§1425. Revival of a domestic business corporation after dissolution
1.  Determination of need to revive corporation.
If the Secretary of State finds that a corporation has dissolved in any manner under this chapter and that the corporation should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the corporation.
[PL 2007, c. 231, §22 (NEW).]
2.  Certificate of revival.
The certificate of revival must include:
A. The name of the corporation and its original date of incorporation;   [PL 2007, c. 231, §22 (NEW).]
B. The name of the domestic business corporation's clerk and the address of its clerk at the time of dissolution;   [PL 2007, c. 231, §22 (NEW).]
C. The name and address of the party or parties requesting the revival;   [PL 2007, c. 231, §22 (NEW).]
D. The purpose or purposes for which revival is requested; and   [PL 2007, c. 231, §22 (NEW).]
E. The time period needed to complete the purpose or purposes specified under paragraph D.   [PL 2007, c. 231, §22 (NEW).]
[PL 2007, c. 231, §22 (NEW).]
3.  Notice of revival.
The Secretary of State shall issue a notice to the corporation to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this section.
[PL 2007, c. 231, §22 (NEW).]
4.  Termination of revival.
When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall send a notice to the corporation at the address provided in subsection 2, paragraph C that the status of the corporation has returned to the status prior to filing the certificate of revival under this section.
[PL 2007, c. 231, §22 (NEW).]
SECTION HISTORY
PL 2007, c. 231, §22 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 2: ADMINISTRATIVE DISSOLUTION › 13-C §1426. Late reinstatement of business corporation after administrative dissolution

§1426. Late reinstatement of business corporation after administrative dissolution
1.  Application to reinstate corporation.
A business corporation that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must:
A. Provide the name of the corporation and the effective date of its administrative dissolution;   [PL 2015, c. 254, §3 (NEW).]
B. Provide a statement together with supporting documentation that the officer or director signing the application is duly authorized to act for the corporation;   [PL 2015, c. 254, §3 (NEW).]
C. Establish that the grounds for dissolution either did not exist or have been eliminated;   [PL 2015, c. 254, §3 (NEW).]
D. Demonstrate that the corporation's name satisfies the requirements of section 401 or that the corporation is filing an amendment to change the name to satisfy the requirements of section 401;   [PL 2015, c. 254, §3 (NEW).]
E. Attest that no lawsuits are pending against the corporation; and   [PL 2015, c. 254, §3 (NEW).]
F. Explain the reason or reasons that reinstatement is being requested.   [PL 2015, c. 254, §3 (NEW).]
[PL 2015, c. 254, §3 (NEW).]
2.  Determination of need to reinstate corporation.
If the Secretary of State determines that the application satisfies the requirements of subsection 1 and is accompanied by the reinstatement fee set forth in section 123, subsection 1, paragraph U, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State may deny reinstatement if there are material misstatements provided in the application. The Secretary of State shall use the procedures set forth in section 1421, subsection 8 to deliver the notice to the corporation.
[PL 2015, c. 254, §3 (NEW).]
3.  Effect of reinstatement.
When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes activities as if the administrative dissolution had not occurred.
[PL 2015, c. 254, §3 (NEW).]
SECTION HISTORY
PL 2015, c. 254, §3 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 3: JUDICIAL DISSOLUTION › 13-C §1431. Procedure for judicial dissolution

§1431. Procedure for judicial dissolution
1.  Venue.
Venue for a proceeding by the Attorney General to dissolve a corporation lies in Kennebec County. Venue for a proceeding brought by any other party named in section 1430 lies in the county where a corporation's principal office is or was last located or, if none in this State, in Kennebec County.
[PL 2007, c. 323, Pt. C, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Shareholders parties to proceeding.
It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against the shareholders individually.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Preserve corporate assets.
A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 323, Pt. C, §27 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).