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Maine Statutes, Title 13-B

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Maine/Statutes

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Title 13-B, Title 13-B

13 chapters · 125 sections in this title.

All chapters in Title 13-B125 Ch 7, Chapter 722 Ch 11, Chapter 1120 Ch 12, Chapter 1219 Ch 1, Chapter 111 Ch 13, Chapter 139 Ch 3, Chapter 37 Ch 4, Chapter 47 Ch 9, Chapter 97 Ch 14, Chapter 147 Ch 6, Chapter 66 Ch 8, Chapter 86 Ch 2, Chapter 23 Ch 10, Chapter 101

125 sections·Filtered byTitle 13-B✕

13-B M.R.S. § 715 Books and records
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1. Books; records of accounts. Each corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors and shall keep at its re…
13-B M.R.S. § 717 General standards for directors
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1. Discharge duties. A director shall discharge the director's duties: A. In good faith; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and [PL 20…
13-B M.R.S. § 718 Director or officer conflict of interest
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1. Conflict-of-interest transaction. A conflict-of-interest transaction is a transaction in which a director or officer of a corporation has a direct or indirect financial interest. For the purposes of this section, a director or officer has an indirect interest in a transaction …
13-B M.R.S. § 719 Duties and authority of officers
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Each officer is authorized to and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board of directors of the corporation. The boa…

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13-B M.R.S. § 720 General standards for officers

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1. Discretionary authority. An officer of a corporation with discretionary authority shall discharge that officer's duties under that authority: A. In good faith; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. With the care an ordinarily prudent person…

13-B M.R.S. § 721 Misapplication of funds or assets of public benefit corporation

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1. Prohibited transaction. The funds or assets of a public benefit corporation may not be transferred or applied and a director or officer of a public benefit corporation may not authorize the transfer or application of funds or assets of the public benefit corporation if: A. The…

13-B M.R.S. § 801 Right to amend articles of incorporation

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A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might lawfully be contained in original articles of incorporation on the ef…

13-B M.R.S. § 801-A Amendment before organizational meeting

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The articles of incorporation may be amended before the organizational meeting by the following procedures. [PL 1995, c. 458, §8 (NEW).] 1. Timing. The articles of incorporation may be amended: A. If the initial directors were not named in the articles of incorporation, before th…

13-B M.R.S. § 802 Procedure to amend articles of incorporation

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1. Amendments. Amendments to the articles of incorporation shall be made in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at…

13-B M.R.S. § 803 Articles of amendment

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1. Executed by corporation. The articles of amendment shall be executed by the corporation and shall set forth: A. The name of the corporation; [PL 1977, c. 525, §13 (NEW).] B. The amendment so adopted; [PL 1977, c. 525, §13 (NEW).] C. The date of adoption of the amendment; [PL 1…

13-B M.R.S. § 804 Effect of amendment

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1. Effective date. An amendment takes effect on the date of filing the articles of amendment by the Secretary of State as provided by section 106. 2. Prejudice of claims of creditors; corporation liability. No amendment shall prejudice any claims of creditors or relieve the corpo…

13-B M.R.S. § 805 Restated articles of incorporation

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1. Restatement of articles adopted. A corporation may at any time adopt a restatement of its articles of incorporation which shall integrate into a single document the text of its original articles of incorporation, merger or consolidation, together with all amendments theretofor…

13-B M.R.S. § 901 Procedure for merger

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1. Domestic corporations may merge. Any 2 or more domestic corporations organized under this Act or under Title 13, chapter 81 may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this Act. 2. Plan of merger. Each corporation sha…

13-B M.R.S. § 902 Procedure for consolidation

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1. Domestic corporations may consolidate. Any 2 or more domestic corporations organized under this Act or under Title 13, chapter 81 may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this Act. 2. Consolidation plan. Each…

13-B M.R.S. § 903 Approval of merger or consolidation

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1. Plan of merger. A plan of merger or consolidation shall be adopted in the following manner. A. If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed pl…

13-B M.R.S. § 904 Articles of merger or consolidation

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1. Form of articles of merger or consolidation. Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation and shall be delivered for filing pursuant to sections 104 and 106. The articles of merger or consolidation shall set forth: A…

13-B M.R.S. § 905 Effect of merger or consolidation

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1. Effect. Any merger or consolidation under this section shall take effect when the articles of merger or consolidation are filed with the Secretary of State, or on the date specified in the articles of merger or consolidation, not to exceed 60 days after the filing date, if the…

13-B M.R.S. § 906 Merger or consolidation of domestic and foreign corporations

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1. Manner of merger. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. A. Each…

13-B M.R.S. § 907 Limitations on merger or consolidation by public benefit corporation

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1. Compliance with nonprofit conversion law required. In addition to complying with provisions of this Title, a public benefit corporation shall comply with all applicable provisions of Title 5, sections 194‑B to 194‑K. 2. Bequests, devises and gifts. Any bequest, devise, gift, g…

13-B M.R.S. § 1001 Sale of assets other than in regular course of activities

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1. Terms and conditions. Sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or pr…

13-B M.R.S. § 1101 Voluntary dissolution

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1. Manner of dissolution. A corporation may dissolve and wind up its activities in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the questi…

13-B M.R.S. § 1101-A Voluntary dissolution by incorporators

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A corporation that has not carried on activities may be voluntarily dissolved by its incorporator or incorporators at any time after the filing date of its articles of incorporation in the following manner. [PL 1995, c. 458, §9 (NEW).] 1. Articles of dissolution. Articles of diss…

13-B M.R.S. § 1102 Revocation of voluntary dissolution proceedings

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A corporation may, at any time prior to the filing of the articles of dissolution by the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner. [PL 1977, c. 525, §13 (NEW).] 1. Notice. If there are members entitled to vote th…

13-B M.R.S. § 1103 Effect of statement of revocation of voluntary dissolution proceedings

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Upon the filing by the Secretary of State of a statement of revocation of voluntary dissolution proceedings, whether by resolution of the board approved by the members or by action of the board in the absence of any members, or any members entitled to vote thereon, the revocation…

13-B M.R.S. § 1104 Articles of dissolution

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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 cor…

13-B M.R.S. § 1104-A Bylaws; disposal of assets

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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.

13-B M.R.S. § 1105 Dissolution pursuant to court order

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Courts of equity have full power to decree the dissolution of, and to liquidate the assets and affairs of, a corporation: [PL 2001, c. 550, Pt. C, §24 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] 1. Action by member or director. In an action by a member or director when it is made …

13-B M.R.S. § 1106 Procedure in liquidation of corporation by court

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1. Court's power. In proceedings to liquidate the assets and activities of a corporation, the court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take su…

13-B M.R.S. § 1107 Filing of claims in liquidation proceedings

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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 un…

13-B M.R.S. § 1108 Discontinuance of liquidation proceedings

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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 r…

13-B M.R.S. § 1109 Decree of dissolution

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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 i…

13-B M.R.S. § 1110 Deposit with Treasurer of State of undistributed assets

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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 …

13-B M.R.S. § 1111 Survival of remedy after dissolution; liquidating trustees

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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 fo…

13-B M.R.S. § 1112 Grounds for administrative dissolution

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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 …

13-B M.R.S. § 1113 Procedure for and effect of administrative dissolution

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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 a…

13-B M.R.S. § 1114 Reinstatement following administrative dissolution

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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…

13-B M.R.S. § 1115 Appeal from denial of reinstatement

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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…

13-B M.R.S. § 1116 Reinstatement of suspended corporate charter

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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 informat…

13-B M.R.S. § 1117 Revival of nonprofit corporation after dissolution

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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, th…

13-B M.R.S. § 1118 Late reinstatement of nonprofit corporation after administrative dissolution

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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 …

13-B M.R.S. § 1201 Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs

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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…

13-B M.R.S. § 1202 Application for authority

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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 juris…

13-B M.R.S. § 1203 Effect of authorization to carry on affairs in State

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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 c…

13-B M.R.S. § 1204 Powers of foreign corporation

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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 …

13-B M.R.S. § 1205 Corporate name of foreign corporation

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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. 2. Change of name. If a foreign corporation authorized to carry on activities in this State shall change its n…

13-B M.R.S. § 1206 Merger of foreign corporation authorized to carry on activities in State

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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 Secr…

13-B M.R.S. § 1207 Amended application for authority

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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;…

13-B M.R.S. § 1208 Surrender of foreign corporation's authority to carry on activities in State

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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 o…

13-B M.R.S. § 1209 Foreign corporation's termination of existence in jurisdiction of its incorporation; effect upon authority in this State

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1. Termination of existence. When a foreign corporation authorized to carry on activities in this State shall be dissolved, or its authority or existence otherwise cancelled or terminated in its jurisdiction of incorporation, or when the corporation is merged or consolidated into…

13-B M.R.S. § 1210-A Grounds for revocation

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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 fe…