LD 1761
pg. 4
Page 3 of 6 An Act To Amend the Laws Relating to Nonprofit Corporations Page 5 of 6
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LR 2591
Item 1

 
Secretary of State or in any other place by the laws relating to
the dissolution of corporations organized with capital stock may be
filed or recorded with the Secretary of State or in such other
places by a corporation organized without capital stock or by any
appropriate officer thereof, with such changes therein as may be
appropriate or needful on account of such corporation not having
capital stock or stockholders. A fee of $5 shall be payable to the
Secretary of State on account of the filing of each such
certificate, article or other document. This section shall not
apply to corporations organized under or governed by Title 13-B.

 
Sec. 6. 13 MRSA §938, as amended by PL 1977, c. 592, §6, is further
amended to read:

 
§938. Distribution of assets

 
In case of the dissolution of a corporation organized without
capital stock pursuant to section 937 or any other provision of
law, the assets of the corporation remaining after the payment of
all of its debts shall must be distributed in the manner and to
the persons, firms, associations, corporations, trusts or other
legal entities provided in its certificate of organization or any
amendment thereto, provided that; however, the assets of a
charitable corporation which that is dissolved shall may not be
devoted to other than charitable purposes. In the case of the
dissolution of a corporation organized without capital stock
under this chapter other than a charitable corporation, unless
contrary provision is made in its certificate of organization or
any amendment thereto, the assets of the corporation remaining
after the payment of its debts shall must be distributed equally
to its members. No provision of law relating to the distribution
of assets of corporations organized with capital stock shall have
any application to the distribution of assets of corporations
organized without capital stock. This section shall not apply to
corporations organized under or governed by Title 13-B.

 
Sec. 7. 13 MRSA §961, as amended by PL 1977, c. 592, §8, is
repealed and the following enacted in its place:

 
§961. Procedure

 
Any 2 or more corporations organized under this chapter may
consolidate into a single corporation, which may be either one of
the corporations or a new corporation under the laws of this
State to be formed by means of the consolidation. The
consolidation may be effected by vote of the directors, trustees
or managing board, however designated, of each of those
corporations at a legal meeting thereof ratifying a proposed
agreement of consolidation. The resulting corporation shall


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