reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1104. Articles of dissolution

§1104. Articles of dissolution
1.  Certification provided.
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation have been paid and discharged, or adequate provision has been made therefor, and all remaining property and assets of the corporation have been distributed as provided in paragraph D, articles of dissolution shall be executed and delivered for filing as provided by sections 104 and 106, and such articles shall set forth:
A. The name of the corporation;   [PL 1977, c. 525, §13 (NEW).]
B. That the Secretary of State has previously filed a statement of intent to dissolve the corporation and the date on which such statement was filed;   [PL 1977, c. 525, §13 (NEW).]
C. That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;   [PL 1977, c. 525, §13 (NEW).]
D. That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interests, or have been otherwise distributed pursuant to the articles or bylaws of the corporation, as long as the remaining property and assets of a public benefit corporation are transferred to a public benefit corporation engaged in activities substantially similar to those of the dissolving or liquidating corporation or to another entity pursuant to a conversion plan approved pursuant to Title 5, sections 194‑B to 194‑K; and   [PL 2001, c. 550, Pt. C, §23 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
E. That there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.   [PL 1977, c. 525, §13 (NEW).]
[PL 2001, c. 550, Pt. C, §23 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Existence of corporation ceased.
Upon the filing date of the articles of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by and against the members, directors and officers as provided in this Act.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1983, c. 50, §4 (AMD). PL 2001, c. 550, §C23 (AMD). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1104-A. Bylaws; disposal of assets

§1104-A. Bylaws; disposal of assets
After the effective date of this section, a domestic corporation organized under this Title or a domestic corporation filing an annual report under section 1301 shall provide for the disposal of the corporation's assets in its bylaws.   [PL 1995, c. 300, §3 (NEW).]
SECTION HISTORY
PL 1995, c. 300, §3 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1107. Filing of claims in liquidation proceedings

§1107. Filing of claims in liquidation proceedings
1.  Proceedings to liquidate assets and affairs.
In proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than 4 months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claims on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
[PL 1977, c. 525, §13 (NEW).]
2.  Attachments dissolved.
If it is determined in the course of such proceedings that the assets of the corporation, after subtracting the expenses of liquidating them and the expenses of the proceeding, will be less than the debts of the corporation, all attachments made within 4 months before the commencement of the action shall be dissolved.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1108. Discontinuance of liquidation proceedings

§1108. Discontinuance of liquidation proceedings
The liquidation of the assets and activities of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1109. Decree of dissolution

§1109. Decree of dissolution
1.  Decree.
In proceedings to liquidate the assets and activities of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this Act, or when its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, and all the property and assets have been applied to their payment, the court shall enter a decree dissolving the corporation, after which the existence of the corporation ceases.
[PL 2001, c. 550, Pt. C, §25 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Certified copy of decree to Secretary of State.
When the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to cause a certified copy of the decree to be filed with the Secretary of State. A fee may not be charged by the Secretary of State for the filing of the decree.
[PL 2001, c. 550, Pt. C, §25 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2001, c. 550, §C25 (AMD). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1110. Deposit with Treasurer of State of undistributed assets

§1110. Deposit with Treasurer of State of undistributed assets
1.  Distributive portions not received.
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and for whom there is no person legally competent to receive such distributive portion, or who fails or refuses to accept his distribution, shall be reduced to cash and deposited with the Treasurer of State, along with a statement setting forth the name, last known address, amount due to and other pertinent information concerning each such distributee.
[PL 1977, c. 525, §13 (NEW).]
2.  Deposit with Treasurer of State.
A deposit with the Treasurer of State must, to the extent of the deposit, absolutely discharge the persons having control and supervision over the distribution of the corporation's assets from liability to the unknown, unlocated, legally disabled or nonaccepting persons. If the dissolution is under the supervision of the Superior Court pursuant to section 1105, the deposit may not be made with the Treasurer of State, except pursuant to order of the court, on terms as the court may order.
[PL 2001, c. 550, Pt. C, §26 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
3.  Proof required.
The Treasurer of State shall pay over such sums deposited with him to the person entitled thereto, or to his legal representative, upon proof satisfactory to the Treasurer of State of his right thereto.
[PL 1977, c. 525, §13 (NEW).]
4.  Civil action.
If the Treasurer of State is not satisfied as to the right of any claimant to such funds, the claimant may bring a civil action in the Superior Court against the Treasurer of State; if the court is satisfied as to the claimant's right to the funds, it shall issue an order directing the Treasurer of State to pay the same to such claimant. Such action may not be brought after the expiration of 20 years from the time of deposit of such funds with the Treasurer of State. At the end of such 20-year period, any such funds remaining in the State Treasury shall escheat to the State. Any income earned on such funds shall be paid into the General Fund as compensation for administration.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2001, c. 550, §C26 (AMD). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1111. Survival of remedy after dissolution; liquidating trustees

§1111. Survival of remedy after dissolution; liquidating trustees
1.  Survival of remedy.
The dissolution of a corporation, either by the filing by the Secretary of State of the articles of dissolution or by a decree of court, shall not take away or impair any remedy available to or against such corporation, its directors, officers or members for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim.
[PL 1977, c. 525, §13 (NEW).]
2.  Liquidating trustees.
After dissolution of a corporation, the directors as of the date of dissolution, or the survivors of such directors, shall be deemed liquidating trustees of the corporation with authority to take all action necessary or appropriate to dispose of any undistributed property of the corporation.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1112. Grounds for administrative dissolution

§1112. Grounds for administrative dissolution
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1113 to administratively dissolve a corporation if:   [PL 2003, c. 631, §3 (NEW).]
1.  Nonpayment of fees or penalties.
The corporation does not pay when they are due any fees or penalties imposed by this Title or other law;
[PL 2003, c. 631, §3 (NEW).]
2.  Failure to file annual report.
The corporation does not deliver its annual report to the Secretary of State as required by section 1301;
[PL 2003, c. 631, §3 (NEW).]
3.  Failure to pay late filing penalty.
The corporation does not pay the annual report late filing penalty as required by section 1302;
[PL 2003, c. 631, §3 (NEW).]
4.  Failure to maintain registered agent.
The corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1;
[PL 2007, c. 323, Pt. B, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
5.  Failure to notify of change of registered agent or address.
The corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111; or
[PL 2007, c. 323, Pt. B, §9 (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 2003, c. 631, §3 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §3 (NEW). PL 2007, c. 323, Pt. B, §§8, 9 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1113. Procedure for and effect of administrative dissolution

§1113. Procedure for and effect of administrative dissolution
1.  Notice of determination to administratively dissolve corporation.
If the Secretary of State determines that one or more grounds exist under section 1112 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination as required by subsection 7.
[PL 2007, c. 323, Pt. B, §10 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Administrative dissolution.
The corporation is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the corporation has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the corporation as required by subsection 7 that recites the ground or grounds for dissolution and the effective date of dissolution.
[PL 2007, c. 323, Pt. B, §11 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
3.  Effect of administrative dissolution; prohibition.
A corporation administratively dissolved continues its corporate existence but may not carry on any activities in this State except as necessary to wind up the activities of the corporation.
[PL 2003, c. 631, §3 (NEW).]
4.  Authority of registered agent.
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
[PL 2003, c. 631, §3 (NEW).]
5.  Protecting corporate name after administrative dissolution.
The name of a corporation remains in the Secretary of State's record of corporate names and is protected for a period of 3 years following administrative dissolution.
[PL 2003, c. 631, §3 (NEW).]
6.  Notice to Attorney General in case of public benefit corporation.
In the case of a public benefit corporation, the Secretary of State shall notify the Attorney General of the administrative dissolution of the corporation under this section.
[PL 2003, c. 631, §3 (NEW).]
7.  Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the corporation.
[PL 2007, c. 323, Pt. B, §12 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2003, c. 631, §3 (NEW). PL 2007, c. 323, Pt. B, §§10-12 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1114. Reinstatement following administrative dissolution

§1114. Reinstatement following administrative dissolution
1.  Application for reinstatement.
A corporation administratively dissolved under section 1113 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 2003, c. 631, §3 (NEW).]
B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and   [PL 2003, c. 631, §3 (NEW).]
C. State that the corporation's name satisfies the requirements of section 301‑A.   [PL 2003, c. 631, §3 (NEW).]
[PL 2003, c. 631, §3 (NEW).]
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 1401, subsection 35, 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 1113, subsection 7 to deliver the notice to the corporation.
[PL 2007, c. 323, Pt. B, §13 (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 activities as if the administrative dissolution had not occurred.
[PL 2003, c. 631, §3 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §3 (NEW). PL 2007, c. 323, Pt. B, §13 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1115. Appeal from denial of reinstatement

§1115. 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 under section 1113, subsection 7 with a written notice that explains the reason or reasons for denial.
[PL 2007, c. 323, Pt. B, §14 (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 the date of the notice of denial. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial.
[PL 2003, c. 631, §3 (NEW).]
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 2003, c. 631, §3 (NEW).]
4.  Final decision.
The court's final decision in an appeal under this section may be appealed as in other civil proceedings.
[PL 2003, c. 631, §3 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §3 (NEW). PL 2007, c. 323, Pt. B, §14 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1116. Reinstatement of suspended corporate charter

§1116. Reinstatement of suspended corporate charter
1.  Reinstatement after charter suspension.
A corporation whose charter was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement and the reinstatement may be granted, if:
A. The Secretary of State determines that the application contains the information required under section 1114, subsection 1;   [PL 2003, c. 631, §3 (NEW).]
B. The application for reinstatement is accompanied by the reinstatement fee set forth in section 1401, subsection 35; and   [PL 2003, c. 631, §3 (NEW).]
C. The application for reinstatement is received by the Secretary of State by June 30, 2010.   [PL 2003, c. 631, §3 (NEW).]
[PL 2003, c. 631, §3 (NEW).]
2.  Effect on corporation failing to reinstate by June 30, 2010.
A corporation that fails to meet the requirements of subsection 1 is administratively dissolved and may not reinstate.
[PL 2003, c. 631, §3 (NEW).]
3.  Protecting corporate name after suspension.
The name of a corporation whose charter is suspended remains in the Secretary of State's record of corporate names and is protected for a period of 3 years following its suspension.
[PL 2003, c. 631, §3 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §3 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1117. Revival of nonprofit corporation after dissolution

§1117. Revival of nonprofit corporation after dissolution
1.  Determination of need to revive corporation.
If the Secretary of State finds that a nonprofit corporation has dissolved in any manner under this chapter and that the nonprofit 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 nonprofit corporation.
[PL 2007, c. 231, §10 (NEW).]
2.  Certificate of revival.
The certificate of revival must include:
A. The name of the nonprofit corporation and its original date of incorporation;   [PL 2007, c. 231, §10 (NEW).]
B. The name of the nonprofit corporation's registered agent and the address of its registered agent at the time of dissolution;   [PL 2007, c. 231, §10 (NEW).]
C. The name and address of the party or parties requesting the revival;   [PL 2007, c. 231, §10 (NEW).]
D. The purpose or purposes for which revival is requested; and   [PL 2007, c. 231, §10 (NEW).]
E. The time period needed to complete the purpose or purposes specified under paragraph D.   [PL 2007, c. 231, §10 (NEW).]
[PL 2007, c. 231, §10 (NEW).]
3.  Notice of revival.
The Secretary of State shall issue a notice to the nonprofit 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 under this section.
[PL 2007, c. 231, §10 (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 nonprofit corporation at the address provided in subsection 2, paragraph C that the status of the nonprofit corporation has returned to the status prior to filing the certificate of revival under this section.
[PL 2007, c. 231, §10 (NEW).]
SECTION HISTORY
PL 2007, c. 231, §10 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1118. Late reinstatement of nonprofit corporation after administrative dissolution

§1118. Late reinstatement of nonprofit corporation after administrative dissolution
1.  Application to reinstate nonprofit corporation.
A nonprofit 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, §1 (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, §1 (NEW).]
C. Establish that the grounds for dissolution either did not exist or have been eliminated;   [PL 2015, c. 254, §1 (NEW).]
D. Demonstrate that the corporation's name satisfies the requirements of section 301-A or that the corporation is filing an amendment to change the name to satisfy the requirements of section 301‑A;   [PL 2015, c. 254, §1 (NEW).]
E. Attest that no lawsuits are pending against the corporation; and   [PL 2015, c. 254, §1 (NEW).]
F. Explain the reason or reasons that reinstatement is being requested.   [PL 2015, c. 254, §1 (NEW).]
[PL 2015, c. 254, §1 (NEW).]
2.  Determination of need to reinstate nonprofit 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 1401, subsection 35, 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 1113, subsection 7 to deliver the notice to the corporation.
[PL 2015, c. 254, §1 (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, §1 (NEW).]
SECTION HISTORY
PL 2015, c. 254, §1 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1201. Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs

§1201. Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs
1.  Authorization needed.
Except as provided in section 1215, no foreign corporation shall carry on activities in this State until it shall have been authorized to do so as provided in this chapter, or as provided by some other public law of this State. A foreign corporation shall not be denied authority to carry on activities in this State solely because the laws of the jurisdiction of its incorporation differ from the laws of this State with respect to the organization and internal affairs of the corporation.
[PL 1977, c. 525, §13 (NEW).]
2.  Activities not deemed carrying on affairs.
Without excluding other activities which may not constitute carrying on activities in this State, a foreign corporation shall not be deemed to be carrying on activities in this State, for purposes of this chapter, solely by reason of carrying on in this State any one or more of the following activities:
A. Maintaining, defending or participating in any action or proceeding whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlements of claims or disputes;   [PL 1977, c. 525, §13 (NEW).]
B. Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;   [PL 1977, c. 525, §13 (NEW).]
C. Maintaining bank accounts;   [PL 1977, c. 525, §13 (NEW).]
D. Securing or collecting debts or enforcing any rights in property covering the same;   [PL 1977, c. 525, §13 (NEW).]
E. Effecting a transaction in interstate or foreign commerce;   [PL 1977, c. 525, §13 (NEW).]
F. Conducting within this State an isolated transaction which is completed within a period of 30 days and which is not in the course of a series or number of repeated transactions;   [PL 1977, c. 525, §13 (NEW).]
G. Soliciting by mail contributions to the corporation; or   [PL 1977, c. 525, §13 (NEW).]
H. Owning real estate   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
3.  Standard for activities not established.
This section shall not be deemed to establish a standard for activities which may subject a foreign corporation to service of process under this chapter or any other statute of this State.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1202. Application for authority

§1202. Application for authority
1.  Application.
A foreign corporation may apply for authority to carry on activities in this State by executing and delivering for filing, as provided by sections 104 and 106, an application setting forth:
A. The name of the corporation;   [PL 1977, c. 525, §13 (NEW).]
B. The jurisdiction of its incorporation;   [PL 1977, c. 525, §13 (NEW).]
C. The date of incorporation;   [PL 1999, c. 594, §11 (AMD).]
D. A statement of the purpose or purposes which it is authorized to pursue under the laws of its jurisdiction of incorporation; and a statement of the purpose or purposes which it seeks authority to pursue in this State if it does not ask authority to pursue all of the purposes authorized under the laws of its jurisdiction of incorporation;   [PL 1977, c. 525, §13 (NEW).]
E. The address of the registered or principal office of the corporation in the jurisdiction of its incorporation or the principal office wherever located; and   [PL 1997, c. 376, §26 (AMD).]
F. The information required by Title 5, section 105, subsection 1.   [PL 2007, c. 323, Pt. B, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. B, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Certificate of existence.
The application of the corporation for authority must be 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, §17 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1997, c. 376, §26 (AMD). PL 1999, c. 594, §11 (AMD). PL 2003, c. 344, §B17 (AMD). PL 2007, c. 323, Pt. B, §15 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1203. Effect of authorization to carry on affairs in State

§1203. Effect of authorization to carry on affairs in State
1.  Filing of application authorization to carry on activities.
Upon filing by the Secretary of State of the application for authority, the foreign corporation shall be authorized to carry on activities in this State, and may carry on any activities:
A. Which it is authorized to carry on in the jurisdiction of its incorporation; and   [PL 1977, c. 525, §13 (NEW).]
B. Which may be carried on by a domestic corporation organized under this Act, unless in its application for authority, the corporation expressly limited itself to a lesser number or type of activities, in which case the corporation may carry on the affairs to which it so limited its application if such affairs qualify under this paragraph and paragraph A.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Continuation of authority.
Such authority shall continue so long as the corporation retains its authority to carry on such affairs in its jurisdiction of incorporation, and so long as its authority to carry on affairs in this State has not been revoked or otherwise terminated as provided in this chapter.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1204. Powers of foreign corporation

§1204. Powers of foreign corporation
A foreign corporation authorized to carry on activities in this State shall, until such authority is revoked or otherwise terminated, have the same, but no greater, powers, rights and privileges as a domestic corporation organized under this Act, and except as otherwise provided in this Act, shall be subject to the same duties, restrictions, liabilities and penalties now or hereafter imposed upon a domestic corporation of like character.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1205. Corporate name of foreign corporation

§1205. Corporate name of foreign corporation
1.  Name.
A foreign corporation is not authorized to carry on activities in this State unless the name of the corporation complies with the requirements of section 301-A.
[PL 2003, c. 344, Pt. B, §18 (AMD).]
2.  Change of name.
If a foreign corporation authorized to carry on activities in this State shall change its name in its jurisdiction of incorporation, it shall, within 30 days after the effective date thereof, amend its application for authority, as provided by section 1207.
[PL 1977, c. 525, §13 (NEW).]
3.  Unavailable name.
If the name to which the foreign corporation has changed would be unavailable to it on an original application for authority, the corporation shall not thereafter carry on any activities in this State until it has adopted or assumed a name which is available to it under the laws of this State.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2003, c. 344, §B18 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1206. Merger of foreign corporation authorized to carry on activities in State

§1206. Merger of foreign corporation authorized to carry on activities in State
Whenever a foreign corporation authorized to carry on activities in this State shall be the surviving corporation in a statutory merger permitted by the laws of its jurisdiction of incorporation, it shall, within 30 days after the effective date of the merger, deliver to the Secretary of State for filing, as provided by section 106, a copy of the articles of merger duly authenticated by the proper officer of the jurisdiction of its incorporation. It shall not be necessary for such corporation to secure either new or additional authority to carry on activities in this State unless the name of such corporation is changed, or unless the corporation proposes to carry on other or additional activities than those which it is then authorized to carry on in this State.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1207. Amended application for authority

§1207. Amended application for authority
1.  Provisions for amendment.
A foreign corporation authorized to carry on activities in this State shall amend its application for authority if it shall:
A. Change its corporate name, provided that such change has been effected under the laws of its jurisdiction of incorporation;   [PL 1991, c. 465, §28 (AMD).]
B. Enlarge, limit or otherwise change the kinds of activities which it seeks authority to engage in in this State; or   [PL 1991, c. 465, §28 (AMD).]
C. Change the address of its registered or principal office wherever located.   [PL 2007, c. 323, Pt. B, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. B, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Filing with Secretary of State.
Such amendment shall be executed and delivered for filing to the Secretary of State, as provided by sections 104 and 106, and shall set forth:
A. The name of the foreign corporation as it appears on the index of names of authorized foreign corporations in the office of the Secretary of State;   [PL 1977, c. 525, §13 (NEW).]
B. The jurisdiction under the laws of which it is incorporated;   [PL 1977, c. 525, §13 (NEW).]
C. The date on which it was authorized to carry on activities in this State;   [PL 1977, c. 525, §13 (NEW).]
D. The proposed amendment to its application of authority;   [PL 1977, c. 525, §13 (NEW).]
E. If the name of the corporation is to be changed, a statement that the change of name has been effected under the laws of its jurisdiction of incorporation, and the date the change was effected; and   [PL 1977, c. 525, §13 (NEW).]
F. If the activities which it is to be authorized to engage in in this State are to be enlarged, limited or otherwise changed, a statement that it is authorized to carry on those activities under the laws of its jurisdiction of incorporation.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1991, c. 465, §§28,29 (AMD). PL 1997, c. 376, §27 (AMD). PL 2007, c. 323, Pt. B, §16 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1208. Surrender of foreign corporation's authority to carry on activities in State

§1208. Surrender of foreign corporation's authority to carry on activities in State
1.  Surrender of authority.
A foreign corporation authorized to carry on activities in this State may surrender its authority by executing and delivering for filing, as provided in sections 104 and 106, an application for surrender of authority which shall set forth:
A. The name of the foreign corporation as it appears on the index of names of authorized foreign corporations in the office of Secretary of State;   [PL 1977, c. 525, §13 (NEW).]
B. The jurisdiction of its incorporation;   [PL 1977, c. 525, §13 (NEW).]
C. The date on which it was authorized to carry on activities in this State;   [PL 1977, c. 525, §13 (NEW).]
D. That the corporation is not as of the date of application carrying on activities in this State;   [PL 1977, c. 525, §13 (NEW).]
E. That it surrenders its authority to carry on activities in this State;   [PL 1977, c. 525, §13 (NEW).]
F. That it revokes the authority of its registered agent in this State to accept services of process and consents that process in any action, suit or proceeding based upon any cause of action arising in this State before the date of filing the application may be served on the Secretary of State after the filing by the Secretary of State of the application; and   [PL 1977, c. 525, §13 (NEW).]
G. A post office address to which the Secretary of State shall mail a copy of any process served upon him against the corporation.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Termination of authority.
The authority of the foreign corporation to carry on activities in this State shall terminate as of the date of filing by the Secretary of State of the application for surrender of authority.
[PL 1977, c. 525, §13 (NEW).]
3.  Cancellation of authority.
If a foreign nonprofit corporation files articles of domestication and conversion as set forth in Title 13‑C, chapter 9, its authority is cancelled automatically on the effective date of its domestication and conversion.
[PL 2003, c. 344, Pt. B, §19 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2003, c. 344, §B19 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1210. Revocation of foreign corporation's authority to carry on affairs in State (REPEALED)

§1210. Revocation of foreign corporation's authority to carry on affairs in State
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1977, c. 694, §289 (AMD). PL 1979, c. 127, §103 (AMD). PL 1979, c. 541, §A135 (AMD). PL 1989, c. 501, §L41 (AMD). PL 1993, c. 316, §42 (AMD). PL 1999, c. 547, §B36 (AMD). PL 1999, c. 547, §B80 (AFF). PL 2003, c. 344, §B20 (AMD). PL 2003, c. 631, §4 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1210-A. Grounds for revocation

§1210-A. Grounds for revocation
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1210‑B to revoke the authority of a foreign corporation authorized to carry on activities in this State if:   [PL 2003, c. 631, §5 (NEW).]
1.  Nonpayment of fees or penalties.
The foreign corporation does not pay when they are due any fees or penalties imposed by this Act or other law;
[PL 2003, c. 631, §5 (NEW).]
2.  Failure to file annual report.
The foreign corporation does not deliver its annual report to the Secretary of State as required by section 1301;
[PL 2003, c. 631, §5 (NEW).]
3.  Failure to pay late filing penalty.
The foreign corporation does not pay the annual report late filing penalty as required by section 1302;
[PL 2003, c. 631, §5 (NEW).]
4.  Failure to maintain registered agent.
The foreign corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1;
[PL 2007, c. 323, Pt. B, §18 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
5.  Failure to notify of change of registered agent or address.
The foreign corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111;
[PL 2007, c. 323, Pt. B, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
6.  Filing of false information.
An incorporator, director, officer or agent of the foreign 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; or
[PL 2003, c. 631, §5 (NEW).]
7.  Authenticated certificate of dissolution or merger.
The Secretary of State receives a duly authenticated certificate from 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 stating that the foreign corporation has been dissolved or has disappeared as the result of a merger.
[PL 2003, c. 631, §5 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §5 (NEW). PL 2007, c. 323, Pt. B, §§18, 19 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1210-C. Appeal from revocation

§1210-C. Appeal from revocation
1.  Petition to appeal revocation.
A foreign corporation may appeal the Secretary of State's revocation of its authority to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign corporation may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its application for authority and the Secretary of State's notice of revocation.
[PL 2003, c. 631, §5 (NEW).]
2.  Court order.
The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers appropriate.
[PL 2003, c. 631, §5 (NEW).]
3.  Appeal of court's decision.
The court's final decision may be appealed as in other civil proceedings.
[PL 2003, c. 631, §5 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §5 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1211. Suits by Attorney General against foreign corporations

§1211. Suits by Attorney General against foreign corporations
The Attorney General may bring an action to restrain a foreign corporation from carrying on in this State without authority any activity for which authority is required by this chapter; any activity which it is not authorized to carry on in its jurisdiction of incorporation, or which it is not authorized to do under this Act, or which it is engaging in without securing any license or other authority required under the laws of this State; any activity, authority for which was obtained through fraud, misrepresentation or concealment of a material fact. A certified copy of any order or judgment restraining or enjoining any such corporation from carrying on activities or a particular activity in this State shall be filed with the Secretary of State.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1212. Service of process on authorized foreign corporations; registered office and registered agent (REPEALED)

§1212. Service of process on authorized foreign corporations; registered office and registered agent
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 663, §73 (AMD). PL 1989, c. 501, §L42 (AMD). PL 1993, c. 316, §43 (AMD). PL 1997, c. 376, §28 (AMD). PL 1997, c. 376, §29 (AMD). PL 1999, c. 594, §§12-14 (AMD). PL 2007, c. 323, Pt. B, §23 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1212-A. Service of process upon authorized foreign nonprofit corporation

§1212-A. Service of process upon authorized foreign nonprofit corporation
Service of process, notice or demand required or permitted by law on a foreign nonprofit corporation qualified to carry on activities in this State is governed by Title 5, section 113.   [PL 2007, c. 323, Pt. B, §24 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2007, c. 323, Pt. B, §24 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1212-B. Registered agent of foreign nonprofit corporation

§1212-B. Registered agent of foreign nonprofit corporation
Each foreign nonprofit corporation must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A.   [PL 2007, c. 535, Pt. B, §3 (NEW).]
SECTION HISTORY
PL 2007, c. 535, Pt. B, §3 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 12: FOREIGN CORPORATIONS › 13-B §1213. Service of process on foreign corporation not authorized to carry on activities in State

§1213. Service of process on foreign corporation not authorized to carry on activities in State
1.  Limited jurisdiction.
Every foreign corporation that carries on any activities in this State without having been authorized to carry on activities in this State thereby submits itself to the jurisdiction of the courts of this State, with respect to any action arising out of or in connection with activities actually carried on in this State, and also thereby designates the Secretary of State as its agent upon whom any process, notice or demand upon it may be served in any action or proceeding arising out of or in connection with the carrying on of any activities in this State.
[RR 1991, c. 2, §47 (COR).]
2.  Other methods of service.
In addition to other methods of service that may be authorized by statute or by rule, service of such process may be made as provided in Title 5, section 113.
[PL 2007, c. 323, Pt. B, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). RR 1991, c. 2, §47 (COR). PL 2007, c. 323, Pt. B, §25 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).