LD 1539
pg. 40
Page 39 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 41 of 101
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LR 1942
Item 1

 
Sec. B-80. 13-C MRSA §935, sub-§2, ķA, as enacted by PL 2001, c. 640,
Pt. A, §2 and affected by Pt. B, §7, is amended to read:

 
A. Appoint the Secretary of State as its agent for service
of process in a proceeding to enforce the rights of
shareholders who exercise appraisal rights in connection
with the conversion and that domestic business corporation
shall provide a mailing address to which the Secretary of
State may mail a copy of any process served on the Secretary
of State; and

 
Sec. B-81. 13-C MRSA §942, sub-§4, as enacted by PL 2001, c. 640, Pt.
A, §2 and affected by Pt. B, §7, is amended to read:

 
4. Certificate of authority. If the foreign nonprofit
corporation is authorized to transact business carry on
activities in this State under the provisions of the Maine
Nonprofit Corporation Act, its certificate of authority is
cancelled automatically on the effective date of its
domestication and conversion.

 
Sec. B-82. 13-C MRSA §952, sub-§§3 and 5, as enacted by PL 2001, c. 640,
Pt. A, §2 and affected by Pt. B, §7, are amended to read:

 
3. Entity conversion. A domestic unincorporated entity may
become a domestic business corporation. Section 957 governs the
effect of converting to a domestic business corporation. If the
organic law of a domestic unincorporated entity does not provide
procedures for the approval of an entity conversion, the
conversion must be adopted and approved, and the entity
conversion effectuated, in the same manner as a merger of the
unincorporated entity, and its interest holders are entitled to
appraisal rights if appraisal rights are available upon any type
of merger under the organic law of the unincorporated entity. If
the organic law of a domestic unincorporated entity does not
provide procedures for the approval of either an entity
conversion or a merger, a plan of entity conversion must be
adopted and approved, the entity conversion effectuated and
appraisal rights exercised in accordance with the procedures in
this subchapter and chapter 13. Without limiting the provisions
of this subsection, a domestic unincorporated entity whose
organic law does not provide procedures for the approval of an
entity conversion is subject to subsection 5 and section 954,
subsection 7 8. For purposes of applying this subchapter and
chapter 13:

 
A. The unincorporated entity and its interest holders, interests
and organic documents taken together are deemed to


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