reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 3: JUDICIAL DISSOLUTION › 13-C §1432. Receivership

§1432. Receivership
1.  Appoint receivers.
A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to manage and to wind up and liquidate the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver. The court appointing a receiver has jurisdiction over the corporation and all of its property wherever located.
[PL 2007, c. 289, §44 (AMD).]
2.  Post bond.
A court under subsection 1 may appoint an individual or a domestic or foreign corporation authorized to transact business in this State as a receiver. The court may require the receiver to post bond, with or without sureties, in an amount the court directs.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Powers; duties.
A court shall describe the powers and duties of the receiver in the court's appointing order under subsection 1, which may be amended from time to time. The receiver may, in addition to other specified powers:
A. Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Sue and defend in the receiver's own name as receiver of the corporation in all courts of this State; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.   [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.  Compensation; expenses.
A court from time to time during a receivership under this section may order compensation paid and expenses paid or reimbursed to the receiver and the receiver's counsel from the assets of the corporation or proceeds from the sale of the assets.
[PL 2007, c. 289, §45 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §§44, 45 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 14: DISSOLUTION › Subchapter 3: JUDICIAL DISSOLUTION › 13-C §1433. Decree of dissolution

§1433. Decree of dissolution
1.  Decree dissolving corporation.
If after a hearing a court determines that one or more grounds for judicial dissolution described in section 1430 exist, it may enter a decree dissolving a corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Liquidation of corporation.
After entering a decree of dissolution under subsection 1, the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with section 1406 and the notification of claimants in accordance with sections 1407 and 1408.
[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 4: MISCELLANEOUS › 13-C §1440. Deposit with Treasurer of State

§1440. Deposit with Treasurer of State
Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who can not be found or who is not competent to receive the assets must be reduced to cash and deposited with the Treasurer of State or other appropriate state official for safekeeping in accordance with Title 33, chapter 45. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Treasurer of State or other appropriate state official shall pay the creditor, claimant or shareholder or that person's representative that amount.   [PL 2019, c. 498, §9 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2019, c. 498, §9 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1502. Consequences of transacting business without authority

§1502. Consequences of transacting business without authority
1.  No court proceeding.
A foreign corporation transacting business in this State without authority may not maintain a proceeding in any court in this State until it files an application for authority and pays the applicable filing fee.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Successor; assignee of cause of action.
The successor to a foreign corporation that transacted business in this State without authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor files an application for authority.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Stay proceeding.
A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until the court determines whether the foreign corporation or its successor requires authorization. If the court so determines, the court may further stay the proceeding until the foreign corporation or its successor files an application for authority.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Civil penalty.
A foreign corporation is liable for a civil penalty of $500 for each year, or portion thereof, it transacts business in this State without authority. The Attorney General may collect all penalties due under this subsection.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
5.  Validity of corporate acts.
Notwithstanding subsections 1 and 2, the failure of a foreign corporation to file an application for authority does not impair the validity of its corporate acts, including contracts, or prevent it from defending any proceeding in this State.
[PL 2003, c. 344, Pt. B, §118 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B118 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1503. Application for authority

§1503. Application for authority
1.  Application for authority.
A foreign corporation may apply for authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth:
A. The name of the foreign corporation or, if its real name is unavailable for use in this State, a corporate name that satisfies the requirements of section 401;   [PL 2003, c. 344, Pt. B, §119 (AMD).]
B. The name of the state or country under whose law it is incorporated;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Its date of incorporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. The street address and mailing address, if different, of its principal office wherever located;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
E. The information required by Title 5, section 105, subsection 1; and   [PL 2007, c. 323, Pt. C, §28 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
F. The names and usual business addresses of its current directors and officers.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2007, c. 323, Pt. C, §28 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Certificate of existence.
A foreign corporation shall deliver with the application completed pursuant to subsection 1, 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 it 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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Signed acceptance.
[PL 2009, c. 56, §16 (RP).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B119,120 (AMD). PL 2007, c. 323, Pt. C, §28 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2009, c. 56, §16 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1504. Amended application for authority

§1504. Amended application for authority
1.  Amended application for authority.
A foreign corporation authorized to transact business in this State must file an amended application for authority with the Secretary of State if the foreign corporation changes:
A. Its corporate name;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Its principal office wherever located; or   [PL 2003, c. 344, Pt. B, §121 (AMD).]
C. The state or country of its incorporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §121 (AMD).]
2.  Requirements.
A foreign corporation must deliver an amended application that sets forth:
A. The name of the corporation;   [PL 2003, c. 344, Pt. B, §122 (NEW).]
B. The jurisdiction of incorporation;   [PL 2003, c. 344, Pt. B, §122 (NEW).]
C. The date on which the foreign corporation was authorized to transact business in this State;   [PL 2003, c. 344, Pt. B, §122 (NEW).]
D. If the corporate name has changed, the new corporate name that meets the requirements of section 401;   [PL 2003, c. 344, Pt. B, §122 (NEW).]
E. If the address of the principal office has changed, the new address of the principal office wherever located, including the street and mailing address if different; and   [PL 2003, c. 344, Pt. B, §122 (NEW).]
F. If the state or country under whose law the foreign corporation was incorporated has changed, the new state or country under whose law it is now incorporated together with 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 it is now 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, §122 (NEW).]
[PL 2003, c. 344, Pt. B, §122 (RPR).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B121,122 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1505. Effect of authorization to transact business in this State

§1505. Effect of authorization to transact business in this State
1.  Authorization to transact business.
Upon filing by the Secretary of State of an application for authority, a foreign corporation is authorized to transact business in this State subject to the right of this State to revoke the foreign corporation's authority to transact business in this State as provided in this Act.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Same rights as domestic corporation.
A foreign corporation with valid authority has the same but no greater rights and has the same but no greater privileges as a domestic corporation of like character. Except as otherwise provided by this Act, a foreign corporation with a valid certificate of authority is subject to the same duties, restrictions, penalties and liabilities now or later imposed on a domestic corporation of like character.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  State may not regulate affairs of foreign corporation.
This Act does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1506. Corporate name of foreign corporation

§1506. Corporate name of foreign corporation
1.  Corporate name.
If the corporate name of a foreign corporation does not satisfy the requirements of section 401, the foreign corporation may use a fictitious name as set forth in section 404, subsection 2 to transact business in this State if its real name is unavailable.
[PL 2003, c. 344, Pt. B, §123 (AMD).]
2.  Name distinguishable.
[PL 2003, c. 344, Pt. B, §124 (RP).]
3.  Apply for authorization to use another corporation's name.
[PL 2003, c. 344, Pt. B, §124 (RP).]
4.  Use of another corporation's name.
[PL 2003, c. 344, Pt. B, §124 (RP).]
5.  Change of corporate name.
[PL 2003, c. 344, Pt. B, §124 (RP).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §§B123,124 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1507. Registered office and registered agent of foreign corporation (REPEALED)

§1507. Registered office and registered agent of foreign corporation
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B125 (RPR). PL 2007, c. 323, Pt. C, §29 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1507-A. Registered agent of foreign corporation

§1507-A. Registered agent of foreign corporation
Each foreign corporation authorized to transact business in this State 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, §5 (NEW).]
SECTION HISTORY
PL 2007, c. 535, Pt. B, §5 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1508. Change of registered office or registered agent of foreign corporation (REPEALED)

§1508. Change of registered office or registered agent of foreign corporation
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B126 (RP).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1509. Resignation of registered agent of foreign corporation (REPEALED)

§1509. Resignation of registered agent of foreign corporation
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B126 (RP).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1510. Service on foreign corporation (REPEALED)

§1510. Service on foreign corporation
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §28 (AMD). PL 2007, c. 323, Pt. C, §30 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 1: AUTHORIZATION OF FOREIGN CORPORATION TO TRANSACT BUSINESS IN THIS STATE › 13-C §1510-A. Service of process upon authorized foreign corporation

§1510-A. Service of process upon authorized foreign corporation
Service of process, notice or demand required or permitted by law on a foreign corporation authorized to transact business in this State is governed by Title 5, section 113.   [PL 2007, c. 323, Pt. C, §31 (NEW); PL 2007, c. 323, Pt. G, §4 (NEW).]
SECTION HISTORY
PL 2007, c. 323, Pt. C, §31 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 2: WITHDRAWAL OR TRANSFER OF AUTHORITY › 13-C §1521. Withdrawal of foreign corporation

§1521. Withdrawal of foreign corporation
1.  Application of withdrawal.
A foreign corporation authorized to transact business in this State may not withdraw from this State until it files an application of withdrawal with the Secretary of State.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Application of withdrawal; contents.
A foreign corporation authorized to transact business in this State may file an application of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
A. The name of the foreign corporation, the name of the state or country under whose law it is incorporated and the date on which the foreign corporation was authorized to transact business in this State;   [PL 2003, c. 344, Pt. B, §127 (AMD).]
B. That the foreign corporation is not transacting business in this State and that it surrenders its authority to transact business in this State;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. That the foreign corporation revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under paragraph C; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
E. A commitment to notify the Secretary of State in the future of any change in the foreign corporation's mailing address.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §127 (AMD).]
3.  Service of process on Secretary of State.
After the withdrawal of a foreign corporation under subsection 2 is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection 2.
[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, §B127 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 2: WITHDRAWAL OR TRANSFER OF AUTHORITY › 13-C §1522. Automatic withdrawal upon certain conversions

§1522. Automatic withdrawal upon certain conversions
A foreign business corporation authorized to transact business in this State that converts to a domestic nonprofit corporation or any form of domestic filing entity is deemed to have withdrawn on the effective date of the conversion.   [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 15: FOREIGN CORPORATIONS › Subchapter 2: WITHDRAWAL OR TRANSFER OF AUTHORITY › 13-C §1523. Withdrawal upon conversion to a nonfiling entity

§1523. Withdrawal upon conversion to a nonfiling entity
1.  Withdrawal upon conversion.
A foreign business corporation authorized to transact business in this State that converts to a domestic or foreign nonfiling entity shall file an application of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
A. The name of the foreign business corporation, the name of the state or country under whose law it was incorporated before the conversion and the date on which the foreign corporation was authorized to transact business in this State;   [PL 2003, c. 344, Pt. B, §128 (AMD).]
B. That the foreign business corporation surrenders its authority to transact business in this State as a foreign business corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. The type of other entity to which the foreign business corporation has been converted and the jurisdiction whose laws govern its internal affairs; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. If the foreign business corporation has been converted to a foreign other entity, the following information:
(1) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State;
(2) A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under subparagraph (1); and
(3) A commitment to notify the Secretary of State in the future of any change in its mailing address.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §128 (AMD).]
2.  Conversion to foreign other entity; service of process.
After the withdrawal under this section of a corporation that has converted to a foreign other entity is effective, service of process on the Secretary of State is service on the foreign other entity. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign other entity at the mailing address set forth under subsection 1, paragraph D.
[RR 2013, c. 2, §24 (COR).]
3.  Conversion to domestic other entity, service of process.
After the withdrawal under this section of a corporation that has converted to a domestic other entity is effective, service of process must be made on the other entity in accordance with the regular procedures for service of process on the form of other entity to which the corporation was converted.
[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, §B128 (AMD). RR 2013, c. 2, §24 (COR).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 2: WITHDRAWAL OR TRANSFER OF AUTHORITY › 13-C §1524. Transfer of authority

§1524. Transfer of authority
1.  Application for transfer of authority; contents.
A foreign business corporation authorized to transact business in this State that converts to a foreign nonprofit corporation or to any form of foreign other entity that is required to file an application for authority or make a similar type of filing with the Secretary of State if it transacts business in this State shall file with the Secretary of State an application for transfer of authority signed by any officer or other duly authorized representative. The application must set forth:
A. The name of the foreign corporation, the current state or country under whose laws it is incorporated as it appears on the records of the Secretary of State and the date on which the corporation was authorized to transact business in this State;   [PL 2003, c. 344, Pt. B, §129 (AMD).]
B. The type of entity to which it has been converted and the jurisdiction whose laws govern its internal affairs; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Any other information that would be required in a filing under the laws of this State by an entity of the type the corporation has become seeking authority to transact business in this State.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2011, c. 274, §73 (AMD).]
2.  Delivery.
The application for transfer of authority must be delivered to the Secretary of State for filing and takes effect at the effective time provided in section 125.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Authority to transact business uninterrupted.
When the application for transfer of authority takes effect, the authority of the corporation under this chapter to transact business in this State is transferred without interruption to the converted entity, which thereafter holds that authority subject to the provisions of the laws of this State applicable to that type of entity.
[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, §B129 (AMD). PL 2011, c. 274, §73 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 3: REVOCATION OF AUTHORITY › 13-C §1531. Grounds for revocation (REPEALED)

§1531. Grounds for revocation
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B130 (AMD). PL 2003, c. 631, §29 (RP).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 3: REVOCATION OF AUTHORITY › 13-C §1531-A. Grounds for revocation

§1531-A. Grounds for revocation
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1532 to revoke the authority of a foreign corporation authorized to transact business in this State if:   [PL 2003, c. 631, §30 (NEW).]
1.  Nonpayment of fees or penalties.
The foreign corporation does not pay when they are due any fees or penalties imposed by this Title or other law;
[PL 2003, c. 631, §30 (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 1621;
[PL 2003, c. 631, §30 (NEW).]
3.  Failure to pay late filing penalty.
The foreign corporation does not pay the annual report late filing penalty as required by section 1622;
[PL 2003, c. 631, §30 (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. C, §32 (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. C, §33 (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, §30 (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 in its jurisdiction of incorporation.
[PL 2003, c. 631, §30 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §30 (NEW). PL 2007, c. 323, Pt. C, §§32, 33 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 15: FOREIGN CORPORATIONS › Subchapter 3: REVOCATION OF AUTHORITY › 13-C §1533. Appeal from revocation

§1533. 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 service of the notice of revocation is perfected under section 1510‑A. 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.
[RR 2021, c. 2, Pt. A, §27 (COR).]
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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Appeal of court's decision.
The court's final decision may be appealed as in other civil proceedings.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). RR 2021, c. 2, Pt. A, §27 (COR).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 1: RECORDS › 13-C §1601. Corporate records

§1601. Corporate records
1.  Minutes of meetings.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Accounting records.
A corporation shall maintain appropriate accounting records.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Record of shareholders.
A corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares held by each.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Records; written, electronic.
A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.
[PL 2011, c. 274, §74 (AMD).]
5.  Copy of records.
A corporation shall keep a copy of the following records at its principal office or its registered office:
A. Its articles or restated articles of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in section 121, subsection 10, paragraph E regarding facts on which a filed document is dependent;   [PL 2003, c. 344, Pt. B, §131 (AMD).]
B. Its bylaws or restated bylaws and all amendments to them currently in effect;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past 3 years;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
E. All written communications to shareholders generally within the past 3 years, including any financial statements furnished for the past 3 years under section 1620;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
F. A list of the names and business addresses of its current directors and officers; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
G. Its most recent annual report delivered to the Secretary of State under section 1621.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §131 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B131 (AMD). PL 2011, c. 274, §74 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 1: RECORDS › 13-C §1603. Scope of inspection right

§1603. Scope of inspection right
1.  Agent; attorney.
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder that the agent or attorney represents.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Right to copy.
The right to copy records under section 1602 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Charge for copies.
The corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Comply with demand.
The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 1602, subsection 3, paragraph C by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
[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 16: RECORDS AND REPORTS › Subchapter 1: RECORDS › 13-C §1604. Court-ordered inspection

§1604. Court-ordered inspection
1.  Order inspection.
If a corporation does not allow a shareholder who complies with section 1602, subsection 2 to inspect and copy any records required by that subsection to be available for inspection, the Superior Court of the county where the corporation's principal office is located or, if none in this State, of Kennebec County may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
[PL 2007, c. 323, Pt. C, §37 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Court order.
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record pursuant to this Act, the shareholder who complies with section 1602, subsections 3 and 4 may apply to the Superior Court in the county where the corporation's principal office is located or, if none in this State, in Kennebec County for an order to permit inspection and copying of the records demanded. An application under this subsection may be advanced on the docket and receive priority over other cases when the court determines that the interests of justice so require.
[PL 2011, c. 559, Pt. A, §11 (AMD).]
3.  Refuse inspection; good faith.
If the court orders inspection and copying of the records demanded under subsection 1 or 2, the court shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
[PL 2007, c. 289, §46 (AMD).]
4.  Restrictions.
If the court orders inspection and copying of the records demanded under subsection 1 or 2, the court may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
[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, §46 (AMD). PL 2007, c. 323, Pt. C, §§37, 38 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2011, c. 559, Pt. A, §11 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 1: RECORDS › 13-C §1605. Inspection of records by directors

§1605. Inspection of records by directors
1.  Inspect; copy records.
A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent that the inspection or copying is reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Court order.
The Superior Court of the county where the corporation's principal office is located or, if there is no principal office in this State, of Kennebec County may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused inspection rights under subsection 1, unless the corporation establishes that the director is not entitled to such inspection rights. An application under this subsection may be advanced on the docket and receive priority over other cases when the court determines that the interests of justice so require.
[PL 2011, c. 559, Pt. A, §12 (AMD).]
3.  Provisions to protect corporation.
If an order is issued under subsection 2, the court may include provisions protecting the corporation from undue burden or expense and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
[PL 2007, c. 289, §47 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §47 (AMD). PL 2007, c. 323, Pt. C, §39 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF). PL 2011, c. 559, Pt. A, §12 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 1: RECORDS › 13-C §1606. Exception to notice requirement

§1606. Exception to notice requirement
1.  Notice.
Whenever notice would otherwise be required to be given under any provision of this Act to a shareholder, that notice need not be given if:
A. Notices to the shareholders of 2 consecutive annual meetings and all notices of meetings during the period between such 2 consecutive annual meetings have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or   [PL 2011, c. 274, §78 (AMD).]
B. All, but not less than 2, payments of dividends on securities during a 12-month period, or 2 consecutive payments of dividends on securities during a period of more than 12 months, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.   [PL 2011, c. 274, §78 (AMD).]
[PL 2011, c. 274, §78 (AMD).]
2.  Shareholder's address.
If a shareholder to whom notice is not required pursuant to subsection 1 delivers to the corporation a written notice setting forth that shareholder's current address, the requirement that notice be given to that shareholder is reinstated.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2011, c. 274, §78 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 2: REPORTS › 13-C §1620. Financial statements for shareholders

§1620. Financial statements for shareholders
1.  Financial statements.
No later than 5 months after the close of each fiscal year, each corporation that is not a close corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements or otherwise making them available in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
[PL 2011, c. 274, §79 (AMD).]
2.  Written demand for copy of financial statement.
Upon written demand of any shareholder of a corporation, the corporation shall deliver to that shareholder a copy of the most recent annual financial statement prepared in accordance with subsection 1. If the annual financial statement is reported upon by a public accountant, the accountant's report must accompany it. If the annual financial statement is not reported upon by a public accountant, the statement must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
A. Stating the reporter's reasonable belief whether the statement was prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Describing any respects in which the statement was not prepared on a basis of accounting consistent with the statement prepared for the preceding year.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2011, c. 274, §80 (AMD).]
3.  Restrictions on disclosure of financial statement.
The articles of incorporation or bylaws of a corporation may impose reasonable restrictions regarding the disclosure of financial information as a condition to delivery of an annual financial statement to a shareholder in accordance with this section.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2011, c. 274, §§79, 80 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 2: REPORTS › 13-C §1622. Failure to file annual report; incorrect report; penalties

§1622. Failure to file annual report; incorrect report; penalties
1.  Penalty.
A domestic or foreign corporation required to deliver an annual report for filing as provided by section 1621 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty described in section 123, subsection 1, paragraph EE, as long as the report is received by the Secretary of State prior to administrative dissolution or revocation. Upon a corporation's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375, shall revoke a foreign corporation's authority to do business in this State and administratively dissolve a domestic corporation. The Secretary of State shall use the procedures set forth in section 1421 to administratively dissolve a corporation and the procedures set forth in section 1532 to revoke a foreign corporation's authority to do business in this State. A domestic corporation that has been administratively dissolved under section 1421 must follow the procedures set forth in section 1422 to reinstate.
[PL 2003, c. 631, §34 (AMD).]
2.  Excusable neglect.
If the annual report of a domestic or foreign corporation is not delivered for filing within the time specified in section 1621, the corporation is excused from the liability provided in this section and from any other penalty for failure to timely file the report if it establishes, to the satisfaction of the Secretary of State, that its failure to file was the result of excusable neglect and it furnishes the Secretary of State with a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report.
[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, §34 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 16: RECORDS AND REPORTS › Subchapter 2: REPORTS › 13-C §1623. Amended annual report of domestic or foreign corporations

§1623. Amended annual report of domestic or foreign corporations
1.  Amended annual report.
If the information contained in an annual report filed under section 1621 has changed, a domestic or foreign corporation may, if it determines necessary, deliver to the Secretary of State for filing an amended annual report to change the information on file. The amended annual report must be executed as provided by section 121, subsection 5.
[PL 2003, c. 344, Pt. B, §135 (NEW).]
2.  Contents.
The amended annual report under subsection 1 must set forth:
A. The name of the domestic corporation or foreign corporation and the jurisdiction of its incorporation;   [PL 2003, c. 344, Pt. B, §135 (NEW).]
B. The date on which the original annual report was filed; and   [PL 2003, c. 344, Pt. B, §135 (NEW).]
C. The information that has changed and the date on which it changed.   [PL 2003, c. 344, Pt. B, §135 (NEW).]
[PL 2003, c. 344, Pt. B, §135 (NEW).]
3.  Period for filing.
An amended annual report under subsection 1 may be filed by the domestic corporation or foreign corporation from the date of the original filing until December 31st of that filing year.
[PL 2003, c. 344, Pt. B, §135 (NEW).]
SECTION HISTORY
PL 2003, c. 344, §B135 (NEW).