Chapter 323
H.P. 1292 - L.D. 1853
PART B
Sec. B-1. 13-B MRSA §104, sub-§1, ¶A, as amended by PL 1997, c. 376, §17, is further amended to read:
A. In the case of articles of incorporation, by the incorporator or incorporators and by the registered agent as required by section 304, subsection 3;
Sec. B-2. 13-B MRSA §104, sub-§1, ¶D, as amended by PL 1999, c. 594, §9, is further amended to read:
D. In the case of an application for authority to carry on activities, by any duly authorized individual and by the registered agent as required by section 1212, subsection 1-A. All other documents filed on behalf of foreign corporations may be signed by any duly authorized individual except as provided by section 1212, subsection 1-A or 2-A;
Sec. B-3. 13-B MRSA §304, as enacted by PL 1977, c. 525, §13 and as amended by PL 1993, c. 316, §38 and as amended by PL 1997, c. 376, §20, is repealed.
Sec. B-4. 13-B MRSA §305, as amended by PL 2003, c. 631, §2, is repealed.
Sec. B-5. 13-B MRSA §306, as enacted by PL 1977, c. 525, §13, is repealed.
Sec. B-6. 13-B MRSA §306-A is enacted to read:
Service of process, notice or demand required or permitted by law on a nonprofit corporation is governed by Title 5, section 113.
Sec. B-7. 13-B MRSA §403, sub-§1, ¶D, as enacted by PL 1977, c. 525, §13, is amended to read:
D. The address of its initial registered office and the name of its initial registered agent at such address information required by Title 5, section 105, subsection 1;
Sec. B-8. 13-B MRSA §1112, sub-§4, as enacted by PL 2003, c. 631, §3, is amended to read:
4. Failure to maintain registered agent.
The corporation fails to appoint or maintain is without a registered agent or registered office in this State as required by section 304 Title 5, section 105, subsection 1;
Sec. B-9. 13-B MRSA §1112, sub-§5, as enacted by PL 2003, c. 631, §3, is amended to read:
5. Failure to notify of change of registered agent or address.
The corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or registered office 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 section 305 Title 5, section 111; or
Sec. B-10. 13-B MRSA §1113, sub-§1, as enacted by PL 2003, c. 631, §3, is amended to read:
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 issue a serve the corporation with written notice of that determination to the corporation's last registered office address as required by subsection 7.
Sec. B-11. 13-B MRSA §1113, sub-§2, as enacted by PL 2003, c. 631, §3, is amended to read:
2. Administrative dissolution.
The corporation is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the corporation has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the corporation at its last registered office address as required by subsection 7 that recites the ground or grounds for dissolution and the effective date of dissolution.
Sec. B-12. 13-B MRSA §1113, sub-§7 is enacted to read:
7. Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the corporation.
Sec. B-13. 13-B MRSA §1114, sub-§2, as enacted by PL 2003, c. 631, §3, is amended to read:
2. Reinstatement after administrative dissolution.
If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 1401, subsection 35, and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall send notice to the corporation at its last registered office address use the procedures set forth in section 1113, subsection 7 to deliver the notice to the corporation.
Sec. B-14. 13-B MRSA §1115, sub-§1, as enacted by PL 2003, c. 631, §3, is amended to read:
1. Denial of reinstatement.
If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall mail serve the corporation as required under section 1113, subsection 7 with a written notice that explains the reason or reasons for denial to the corporation at its last registered office address.
Sec. B-15. 13-B MRSA §1202, sub-§1, ¶F, as enacted by PL 1977, c. 525, §13, is amended to read:
F. The address of its proposed registered office in this State and the name of its proposed registered agent in this State at such address information required by Title 5, section 105, subsection 1.
Sec. B-16. 13-B MRSA §1207, sub-§1, ¶C, as amended by PL 1997, c. 376, §27, is further amended to read:
C. Change the address of its registered office or principal office wherever located.
Sec. B-17. 13-B MRSA §1209, sub-§3, as enacted by PL 1977, c. 525, §13, is amended to read:
3. Agent.
The Secretary of State shall be the agent of the foreign corporation for service of process in any action, suit , or proceeding based upon any case of action arising in this State before the date of filing the certificate, order or decree. Service of summons and proof of service shall must be as provided in section 1217 Title 5, section 113.
Sec. B-18. 13-B MRSA §1210-A, sub-§4, as enacted by PL 2003, c. 631, §5, is amended to read:
4. Failure to maintain registered agent.
The foreign corporation fails to appoint or maintain is without a registered agent or registered office in this State as required by section 1212 Title 5, section 105, subsection 1;
Sec. B-19. 13-B MRSA §1210-A, sub-§5, as enacted by PL 2003, c. 631, §5, is amended to read:
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 registered office 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 section 1212 Title 5, section 111;
Sec. B-20. 13-B MRSA §1210-B, sub-§1, as enacted by PL 2003, c. 631, §5, is amended to read:
1. Notice of determination.
If the Secretary of State determines that one or more grounds exist under section 1210-A for the revocation of authority, the Secretary of State shall issue a written notice of that determination to the foreign corporation's last registered office in this State and to its last registered or principal office in its jurisdiction of incorporation serve the foreign corporation with written notice of the Secretary of State's determination as required by subsection 7.
Sec. B-21. 13-B MRSA §1210-B, sub-§2, as enacted by PL 2003, c. 631, §5, is amended to read:
2. Revocation.
The foreign corporation's authority is revoked if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the foreign corporation has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the foreign corporation, at its last registered office address in this State and to its last registered or principal office address in its jurisdiction of incorporation as required by subsection 7, that recites the ground or grounds for revocation and the effective date of revocation.
Sec. B-22. 13-B MRSA §1210-B, sub-§7 is enacted to read:
7. Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, of the corporation.
Sec. B-23. 13-B MRSA §1212, as amended by PL 1999, c. 594, §§12 to 14, is repealed.
Sec. B-24. 13-B MRSA §1212-A is enacted to read:
Service of process, notice or demand required or permitted by law on a foreign nonprofit corporation qualified to carry on activities in this State is governed by Title 5, section 113.
Sec. B-25. 13-B MRSA §1213, sub-§2, as enacted by PL 1977, c. 525, §13, is amended to read:
2. Other methods of service.
In addition to other methods of service which that may be authorized by statute or by rule, service of such process may be made as provided in section 1217 Title 5, section 113.
Sec. B-26. 13-B MRSA §1217, as enacted by PL 1977, c. 525, §13, is repealed.
Sec. B-27. 13-B MRSA §1301, sub-§1, as amended by PL 1997, c. 376, §30, is further amended to read:
1. Annual report.
Each domestic corporation, unless excused as provided in subsection 5, and each foreign corporation authorized to carry on activities in this State shall deliver for filing, within the time prescribed by this Act, an annual report to the Secretary of State setting forth:A. The name of the domestic or foreign corporation and the jurisdiction of its incorporation;
B. The address of the registered office of the corporation in this State and the name of its agent for service of process if a domestic corporation, or its registered agent if a foreign corporation in this State, at that address, including the street or rural route number, town or city and state and, if a foreign corporation, the address of its registered or principal office information required by Title 5, section 105, subsection 1; and
C. The names and business or residence addresses, of the president, the treasurer, the registered agent, the secretary or clerk, and directors of the corporation, including the street or rural route number, town or city and state . ;
D. A brief statement of the character of the activities in which the domestic or foreign corporation is actually engaged in this State, if any; and
E. The address of its principal office, wherever located.
Sec. B-28. 13-B MRSA §1401, sub-§6, as amended by PL 2003, c. 673, Pt. WWW, §3 and affected by §37, is repealed.
Sec. B-29. 13-B MRSA §1401, sub-§7, as amended by PL 1979, c. 127, §105, is repealed.
Sec. B-30. 13-B MRSA §1401, sub-§8, as amended by PL 2005, c. 529, §1, is repealed.
Sec. B-31. 13-B MRSA §1401, sub-§9, as enacted by PL 1977, c. 525, §13, is amended to read:
9. Process on Secretary of State as agent.
Accompanying service of process upon the Secretary of State as agent of a domestic corporation, as provided by section 306, or accompanying service of process upon the Secretary of State as agent of nonresident director of a domestic corporation, as provided by section 307, or accompanying service of process upon the Secretary of State as agent of a foreign corporation pursuant to section 1217, $5 for each such process;
Sec. B-32. 13-B MRSA §1401, sub-§27, as amended by PL 1999, c. 594, §17, is repealed.
Sec. B-33. 13-B MRSA §1401, sub-§29, as amended by PL 1999, c. 594, §18, is repealed.
Sec. B-34. 13-B MRSA §1401, sub-§35, as amended by PL 2005, c. 12, Pt. FF, §2, is further amended to read:
35. Reinstatement fee after administrative dissolution of domestic or foreign corporation.
For failure to file an annual report, $25 for each period of delinquency; for failure to pay the annual report late filing penalty, $25; for failure to appoint or maintain a registered agent or registered office, $25; for failure to notify the Secretary of State that its registered agent or registered office the address of the registered agent has been changed , or that its registered agent has resigned or that its registered office has been discontinued, $25; and for filing false information, $25.