Title 13, Title 13

No corporation created by special act of the Legislature, municipal corporations excepted, shall carry on any business whatsoever before filing in the office of the Secretary of State the certificate of organization provided by section 43. Whoever, whether named in the act of the…

It is unlawful for any firm or incorporated company, or any number of firms or incorporated companies, or any unincorporated company or association of persons or stockholders, organized for the purpose of manufacturing, producing, refining or mining any article or product that en…

No certificate of stock or other evidence of interest in any trust, combination or association, as named in section 171, shall have legal recognition in any court in this State, and any deed of real estate given by any person, firm or corporation for the purpose of becoming inter…

Any firm, incorporated or unincorporated company, or association of persons or stockholders, who shall enter into or become interested in such trust, combination or association, shall be punished by a fine of not less than $5,000 nor more than $10,000.

Corporations are bound by parol contracts made by an agent authorized by vote or by their bylaws. Contracts may be implied from corporate acts or from the acts of the general agent.

Title 23, chapter 605, subchapters IV and V, shall apply to and include all mortgages of franchises, lands or other hereditaments or of all of them heretofore or hereafter given by any corporation to trustees to secure scrip or bonds of said corporation. The holder of said scrip …

The property of any corporation, and the franchise of one having a right to receive a toll established by the State, with its privileges and immunities, are liable to attachment on mesne process and levy on execution for debts of the corporation in the manner prescribed by law.

An agent or person having charge of corporate property shall on request furnish to any officer having a writ or execution against the corporation for service the names of the directors and clerk and a schedule of all property, including debts known by the agent or person having c…

An officer, having an execution against a manufacturing corporation and unable to find property liable to seizure, or the creditor may elect to satisfy it in whole or in part by a debt due to the corporation not exceeding the amount due to the creditor. The person having custody …

Any officer or other person who unnecessarily neglects or refuses to comply with sections 334 and 335 forfeits not exceeding 4 times the amount due on such execution and may be imprisoned for less than one year.

When a suit or prosecution is pending for a violation, either of sections 334 to 336 or to enforce the liabilities created by Title 13‑C, section 833, the clerk or person having custody of the books of the corporation shall, upon reasonable written notice, produce them on trial; …

This chapter may be known and cited as the "Maine Professional Service Corporation Act."

The Maine Business Corporation Act applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this chapter.

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Disqualified person. "Disqualified person" means an individual or entity that for any reason …

1. Mandatory coverage. A qualified person performing any professional service described in section 723, subsection 7, paragraph A desiring to form a corporation shall incorporate as a professional corporation. 2. Optional coverage. A qualified person or persons performing any pro…

1. Single profession. Except to the extent authorized by subsections 2 and 3, a corporation may elect professional corporation status under section 731 solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single prof…

A professional corporation has the powers enumerated in Title 13-C, section 302.

1. License required. A domestic professional corporation or foreign professional corporation may render professional services in this State only through individuals licensed or otherwise authorized in this State to render the services. 2. Scope. Nothing in subsection 1 may be con…

1. Limited activities. A professional corporation may not render any professional service or engage in any business or service other than the professional service and business authorized by its articles of incorporation and services or businesses reasonably related thereto. 2. In…

1. Words required. The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of Title 13‑C, sections 401 and 1506: A. Must contain the words "chartered," "prof…

1. Qualified shareholders. A professional corporation may issue shares, fractional shares and rights or options to purchase shares only to: A. Individuals who are authorized by law in this State or another state to render a professional service described in the corporation's arti…

1. Limit to transfers. A shareholder of a professional corporation may transfer or pledge shares, fractional shares and rights or options to purchase shares of the corporation only to qualified persons. 2. Other transfers void. A transfer of shares made in violation of subsection…

1. Triggering events. A professional corporation must acquire or cause to be acquired by a qualified person the shares of its shareholder if: A. The shareholder dies; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The shareholder becomes a disqualified p…

1. Written notice. In the absence of an article provision, bylaw provision or private agreement described in section 743, subsection 2, if shares must be acquired under section 743, a professional corporation shall deliver a written notice to the executor or administrator of the …

1. Demand for proceeding. If a disqualified person does not accept a professional corporation's offer under section 744, subsection 2 within the 30-day period, the disqualified person at any time during the 60-day period following the effective date of the notice may deliver a wr…

1. Assessment of costs. The court in an appraisal proceeding commenced under section 745 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corpo…

If the shares of a disqualified person are not acquired pursuant to section 743 within 10 months after the death of the shareholder or within 5 months after the disqualification or transfer, the professional corporation shall immediately cancel the shares on its books and the dis…

Not less than a majority of the directors of a professional corporation and all of its officers, except the clerk, secretary and treasurer, if any, must be qualified persons with respect to the corporation.

1. Right to vote. Except as otherwise provided in this section, only a qualified person may vote the shares of a professional corporation. 2. Proxies. Only a qualified person may be appointed a proxy to vote shares of a professional corporation. 3. Voting trusts. A voting trust w…

1. Relationship between professional and recipient of services. This chapter does not modify the liability of a person rendering a professional service with respect to that service. 2. Shareholder liability for debts and claims. Except as provided in subsection 3, the liability o…

1. Merger allowed. A professional corporation may merge with another domestic professional corporation or foreign professional corporation or with a domestic or foreign business entity as defined in Title 13-C if all the interest holders of the constituent entities are qualified …

If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of Title 13-C, section 401. After the amendment becomes …

The Attorney General may commence a proceeding under Title 13‑C, sections 1430 to 1433 to dissolve a professional corporation if: [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Service of notice of violation. The Secretary of State serves written notice …

1. Prohibition. Except as provided in subsection 3, a foreign professional corporation may not transact business in this State until it obtains authority from the Secretary of State. 2. Preconditions. A foreign professional corporation may not obtain authority to transact busines…

The application of a foreign professional corporation for authority to render professional services in this State must contain the information set forth in Title 13-C, section 1503 and in addition include a statement that all of its shareholders, not less than a majority of its d…

When 3 or more persons desire to be incorporated for any literary, scientific, musical, charitable, educational, social, agricultural, environmental, moral, religious, civic or other lawful and similarly benevolent or nonprofit purpose or for the purpose of fostering, encouraging…

The incorporators shall prepare, sign, date and deliver for filing with the Secretary of State a certificate of organization setting forth the name, location, officers and directors, trustees or managing board, contact person and the contact person's mailing and physical address,…

The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may promul…

1. Informational publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. …

If a certificate delivered for filing with the Secretary of State satisfies the requirements of this chapter, the Secretary of State shall file the certificate. The date of filing is the date of receipt by the Secretary of State. After filing any certificate under this chapter, t…

A fee of $5 must be submitted with any certificate required or permitted to be filed with the Secretary of State under this chapter.

1. Application. A person may apply to the Secretary of State for a certificate of existence for a corporation formed under this subchapter. 2. Contents. A certificate of existence sets forth: A. The corporation's name used in this State; [PL 2009, c. 56, §7 (NEW).] B. That the co…

1. Corporation to keep name of contact person on file with Secretary of State. A corporation to which this chapter applies must continually keep and maintain the name of a contact person, who is a natural person resident in this State, on file with the Secretary of State. 2. Chan…

1. Prohibition. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted under this chapter and the corporation's articles of incorporation. 2. Distinguishable name. Except as authorized by subsections…

The incorporators shall adopt a corporate name, and they, their associates and successors may have continual succession; have a common seal; elect all necessary officers; adopt bylaws not inconsistent with law and enforce the same by suitable penalties; have the same rights and b…

The bylaws of a corporation organized under this chapter after the effective date of this section must provide for the disposal of the corporation's assets.