Title 13-C, Title 13-C

1. Determination of need to revive corporation. If the Secretary of State finds that a corporation has dissolved in any manner under this chapter and that the corporation should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State…

1. Application to reinstate corporation. A business corporation that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the corporation and the effective date of its adminis…

A corporation may be dissolved by a judicial dissolution in a proceeding by: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Attorney General. The Attorney General if it is established that: A. The corporation obtained its articles of incorporation throug…

1. Venue. Venue for a proceeding by the Attorney General to dissolve a corporation lies in Kennebec County. Venue for a proceeding brought by any other party named in section 1430 lies in the county where a corporation's principal office is or was last located or, if none in this…

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 procee…

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 cou…

1. Intervention by shareholder. Any shareholder of a corporation may intervene in an action brought by another shareholder under section 1430, subsection 2 to dissolve the corporation in order to seek relief other than dissolution. 2. Motion of court. On the application of a plai…

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 o…

1. Application for authority. A foreign corporation may not transact business in this State until the foreign corporation files an application for authority to transact business with the Secretary of State. 2. Transacting business. Activities that do not constitute transacting bu…

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. 2. Successor; assignee of cause of action. T…

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 unavail…

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 20…

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 busine…

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. 2. N…

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.

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.

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. 2. Application of withdrawal; contents. A foreign corporation authorized to …

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.

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 appli…

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…

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 …

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1531-A for the revocation of authority, the Secretary of State shall serve the foreign corporation with written notice of the Secretary of State's determination as requir…

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 ap…

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 …

1. Shareholder defined. For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf. 2. Inspect; copy records. A shareholder of a corporation is entitled to inspect and copy during reg…

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. 2. Right to copy. The right to copy records under section 1602 includes, if reasonable, the right to receive copies made by p…

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…

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 dir…

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 cons…

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…

1. Filing of annual report. Each domestic corporation, unless excused as provided in subsection 4 or excluded by subsection 6, and each foreign corporation authorized to do business in this State, shall deliver to the Secretary of State for filing, within the time prescribed by t…

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 …

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 f…

1. Application. Except as provided in subsection 2, this Act applies to all domestic corporations in existence on the effective date of this Act that were incorporated under any general statute of this State providing for incorporation of corporations for profit or with shares or…

A foreign corporation authorized to transact business in this State on the effective date of this Act is subject to this Act but is not required to obtain a new certificate of authority to transact business under this Act.

1. Application of chapter. This chapter applies to all benefit corporations. 2. Application of corporation law generally. This chapter does not create an implication that a contrary or different rule of law applies to a corporation that is not a benefit corporation. This chapter …

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2019, c. 328, §1 (NEW).] 1. Benefit corporation. "Benefit corporation" means a corporation: A. That has elected to become subject to this chapter pursuant to sect…

A benefit corporation must be incorporated in accordance with chapter 2, and its articles of incorporation must state that it is a benefit corporation.

1. Existing corporation. An existing corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of section 202, a statement that the corporation is a benefit corporation. In order…

1. Termination. A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by section 1803 or 1804 to be stated in the articles of a benefit corporation. In order to be …

1. General public benefit purpose. A benefit corporation must have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 301. 2. Optional specific public benefit purpose. The articles of incorporation of a benefit corporation may i…

1. Consideration of interests. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consider the effects of…

1. General rule. The board of directors of a benefit corporation that is a public corporation shall, and the board of any other benefit corporation may, include a director, who: A. Is designated the benefit director; and [PL 2019, c. 328, §1 (NEW).] B. Has, in addition to the pow…

1. General rule. An officer of a benefit corporation shall consider the interests and factors described in section 1821, subsection 1 in the manner provided in section 1821, subsection 1 if: A. The officer has discretion to act with respect to a matter; and [PL 2019, c. 328, §1 (…

1. Designation. A benefit corporation may have an officer designated the benefit officer. 2. Functions. A benefit officer has: A. The powers and duties relating to the purpose of the corporation to create general public benefit or a specific public benefit provided by the bylaws …

1. General rule. Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: A. Failure to pursue or create general public benefit or a specific public benefit set forth…