Chapter 323
H.P. 1292 - L.D. 1853
PART C
Sec. C-1. 13-C MRSA §103, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed.
Sec. C-2. 13-C MRSA §103, sub-§4-A is enacted to read:
4-A. Written notice to corporation.
Written notice to a domestic or foreign corporation authorized to transact business in this State is governed by Title 5, section 113.
Sec. C-3. 13-C MRSA §123, sub-§1, ¶G, as amended by PL 2003, c. 673, Pt. WWW, §11 and affected by §37, is repealed.
Sec. C-4. 13-C MRSA §123, sub-§1, ¶H, as amended by PL 2003, c. 673, Pt. WWW, §12 and affected by §37, is repealed.
Sec. C-5. 13-C MRSA §123, sub-§1, ¶I, as amended by PL 2003, c. 673, Pt. WWW, §12 and affected by §37, is repealed.
Sec. C-6. 13-C MRSA §123, sub-§1, ¶J, as amended by PL 2005, c. 12, Pt. FF, §3, is repealed.
Sec. C-7. 13-C MRSA §123, sub-§1, ¶W, as amended by PL 2005, c. 12, Pt. FF, §4, is further amended to read:
W. For an application for reinstatement following administrative dissolution for failure to appoint or maintain a clerk or registered office, the fee is $150.
Sec. C-8. 13-C MRSA §123, sub-§1, ¶X, as amended by PL 2005, c. 12, Pt. FF, §4, is further amended to read:
X. For an application for reinstatement following administrative dissolution for failure to notify the Secretary of State that its clerk or registered office the address of its clerk has been changed , or that its clerk has resigned or that its registered office has been discontinued, the fee is $150.
Sec. C-9. 13-C MRSA §202, sub-§1, ¶C, as amended by PL 2003, c. 344, Pt. B, §41, is further amended to read:
C. The street address and a mailing address, if different, of the corporation's initial registered office and the name of its initial clerk at that office. For the address, a post office box alone is not sufficient to meet the requirements of this paragraph information required by Title 5, section 105, subsection 1; and
Sec. C-10. 13-C MRSA c. 5, as amended, is repealed.
Sec. C-11. 13-C MRSA c. 5-A is enacted to read:
CHAPTER 5-A
CLERK
Each domestic corporation to which this Act applies shall maintain in this State a clerk, who is a natural person resident in this State. The clerk may be, but is not required to be, one of the directors or officers of the corporation, or the clerk may be a person holding no other position with the corporation. The clerk must be appointed by the corporation's board of directors unless the articles of incorporation reserve appointment of the clerk to the shareholders. The clerk of a corporation is not an officer but performs the functions provided in this Act. The duties of the clerk are ministerial only, and the clerk is not liable in that capacity for any liabilities of the corporation, including, but not limited to, debts, claims, taxes, fines or penalties. Unless otherwise provided by the bylaws, the clerk shall keep on file a list of all shareholders of the corporation and keep, in a book kept for that purpose, the records of all shareholders' meetings, including all records of all votes and minutes of the meetings. These records may be kept by the clerk at the clerk's address or another office of the corporation to which the clerk has ready access. The clerk may certify all votes, resolutions and actions of the shareholders and may certify all votes, resolutions and actions of the corporation's board of directors and its committees.
The articles of incorporation or bylaws may provide that changes in the clerk and election of a new clerk must be by vote of the shareholders. Unless the articles or bylaws expressly so provide, changes in the clerk and election of a new clerk must be by resolution of the board of directors.
Service of process, notice or demand required or permitted by law on a domestic corporation is governed by Title 5, section 113.
Sec. C-12. 13-C MRSA §703, sub-§1, as amended by PL 2003, c. 344, Pt. B, §59, is further amended to read:
1. Shareholder application.
The Superior Court of the county in which a corporation's principal office is located, or, if the principal office is not located in this State, in which its registered office is located of Kennebec County, may summarily order a meeting to be held:A. On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or
B.
On application of a shareholder who signed a demand for a special meeting valid under section 702 if:
(1) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation clerk; or
(2) The special meeting was not held in accordance with the notice required by section 705, subsection 3.
Sec. C-13. 13-C MRSA §721, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
4. Refusal by corporation.
If the corporation refuses to allow a shareholder or the shareholder's agent or attorney to inspect the shareholders list before or at the meeting or copy the list as permitted by subsection 2, the Superior Court of the county where a corporation's principal office is located, or, if there is no principal office located in this State, where the corporation's registered office is located of Kennebec County, on application of the shareholder may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
Sec. C-14. 13-C MRSA §809, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
1. Removal by Superior Court.
The Superior Court of the county where a corporation's principal office or, if there is no principal office in this State, its registered office is located of Kennebec County may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:A. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation; and
B. Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
Sec. C-15. 13-C MRSA §1005, sub-§3, as amended by PL 2003, c. 344, Pt. B, §93, is repealed.
Sec. C-16. 13-C MRSA §1107, sub-§4, ¶A, as amended by PL 2003, c. 344, Pt. B, §103, is further amended to read:
A. Appoint the Secretary of State as its agent for Agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights and shall provide a mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State may be made in the manner provided in Title 5, section 113; and
Sec. C-17. 13-C MRSA §1331, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
2. Appropriate court.
A corporation shall commence the proceeding under subsection 1 in the appropriate court of the county where the corporation's principal office or, if there is no principal office, its registered office in this State is located of Kennebec County. If the corporation is a foreign corporation without a registered office in this State, the corporation shall commence the proceeding in the county in this State where the principal office or registered office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this State at the time of the transaction , of Kennebec County.
Sec. C-18. 13-C MRSA §1408, sub-§2, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
A. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if there is no principal office in this State, its registered office is or was last located or, if none in this State, in Kennebec County;
Sec. C-19. 13-C MRSA §1409, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
1. Security provided for payment of claim.
A dissolved corporation that has published a notice under section 1408 may file an application with the Superior Court of the county where the dissolved corporation's principal office or, if there is no principal office in this State, its registered office is located or, if not in this State, of Kennebec County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 1408, subsection 3.
Sec. C-20. 13-C MRSA §1420, sub-§4, as amended by PL 2003, c. 631, §24, is further amended to read:
4. Failure to maintain clerk.
The corporation fails to appoint or maintain is without a clerk or registered office in this State as required by section 501 Title 5, section 105, subsection 1;
Sec. C-21. 13-C MRSA §1420, sub-§5, as amended by PL 2003, c. 631, §24, is further amended to read:
5. Failure to notify of change of clerk or change of clerk's address.
The corporation does not notify the Secretary of State that its clerk has changed as required by Title 5, section 108, subsection 1 or registered office the address of its clerk has been changed as required by Title 5, section 109 or 110 or that its clerk has resigned as required by section 501 Title 5, section 111; or
Sec. C-22. 13-C MRSA §1421, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, 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 1420 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 502 as required by subsection 8.
Sec. C-23. 13-C MRSA §1421, sub-§2, as amended by PL 2003, c. 631, §25, is further 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 section 502 subsection 8 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 8 that recites the ground or grounds for dissolution and the effective date of dissolution. The Secretary of State shall use the procedures set forth in section 502 to send notice to the corporation.
Sec. C-24. 13-C MRSA §1421, sub-§8 is enacted to read:
8. 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 clerk of the corporation.
Sec. C-25. 13-C MRSA §1422, sub-§2, as amended by PL 2003, c. 344, Pt. B, §115, is further 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 123, subsection 1 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 use the procedures set forth in section 502 1421, subsection 8 to deliver the notice to the corporation.
Sec. C-26. 13-C MRSA §1423, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, 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 serve the corporation under as required by section 502 1421, subsection 8 with a written notice that explains the reason or reasons for denial.
Sec. C-27. 13-C MRSA §1431, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
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 or, if there is no principal office in this State, its registered office is or was last located or, if none in this State, in Kennebec County.
Sec. C-28. 13-C MRSA §1503, sub-§1, ¶E, as amended by PL 2003, c. 344, Pt. B, §120, is further amended to read:
E. The address of its registered office in this State and the name of its registered agent at that office, including the street address and a mailing address, if different. For the address, a post office box alone is not sufficient to meet the requirements of this paragraph information required by Title 5, section 105, subsection 1; and
Sec. C-29. 13-C MRSA §1507, as repealed and replaced by PL 2003, c. 344, Pt. B, §125, is repealed.
Sec. C-30. 13-C MRSA §1510, as amended by PL 2003, c. 631, §28, is repealed.
Sec. C-31. 13-C MRSA §1510-A is enacted to read:
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.
Sec. C-32. 13-C MRSA §1531-A, sub-§4, as enacted by PL 2003, c. 631, §30, 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 1507 Title 5, section 105, subsection 1;
Sec. C-33. 13-C MRSA §1531-A, sub-§5, as enacted by PL 2003, c. 631, §30, 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 1507 Title 5, section 111;
Sec. C-34. 13-C MRSA §1532, sub-§1, as amended by PL 2003, c. 631, §31, is further amended to read:
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 under section 1510 as required by subsection 7.
Sec. C-35. 13-C MRSA §1532, sub-§2, as amended by PL 2003, c. 631, §31, is further 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 section 1510 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. The Secretary of State shall follow the procedures set forth in section 1510 when issuing the notice of revocation.
Sec. C-36. 13-C MRSA §1532, 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 foreign corporation.
Sec. C-37. 13-C MRSA §1604, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
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 or registered 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.
Sec. C-38. 13-C MRSA §1604, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
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 or registered office is located or, if none in this State, in Kennebec County for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
Sec. C-39. 13-C MRSA §1605, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
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, registered office is located 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. The court shall dispose of an application under this subsection on an expedited basis.
Sec. C-40. 13-C MRSA §1621, sub-§1, as amended by PL 2003, c. 344, Pt. B, §133, is further amended to read:
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 this section, an annual report 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 domestic or foreign corporation in this State; the name of its clerk, if a domestic corporation, or its registered agent in this State, if a foreign corporation; and, if a foreign corporation, the address of its principal office, wherever located. The address of a registered office must include the street or rural route number, town or city and state information required by Title 5, section 105, subsection 1;
C. A brief statement of the character of the business in which the domestic or foreign corporation is actually engaged in this State, if any; and
D. The name and business or residence address of the president or chief executive officer, the treasurer or chief financial officer and directors or, if no directors, shareholders of the domestic or foreign corporation, including the street or rural route number, town or city and state.
E. The address of its principal office, wherever located;
F. The names of its principal officers; and
G. The names of its directors, except that in the case of a corporation that has eliminated its board of directors pursuant to section 743 the annual report must set forth the names of the shareholders instead.