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

 
deliver for filing with the Secretary of State a certificate of
consolidation signed and dated by the clerk or secretary of the
corporation. When the certificate of consolidation is filed, the
separate existence of all of the constituent corporations, or of
all of the constituent corporations except the one into which the
constituent corporations have been consolidated, ceases and the
constituent corporations, whether consolidated into a new
corporation or merged into one of the constituent corporations, as
the case may be, become the consolidated corporation by the name
provided in the agreement, possessing all the rights, privileges,
powers, franchises and immunities of a public and private nature
and being subject to all the liabilities, restrictions and duties
of each of those corporations so consolidated, and all the rights,
privileges, powers, franchises and immunities of each of those
constituent corporations, and all real, personal and mixed property
of those constituent corporations, all debts due to any of those
constituent corporations on whatever account and all other things
in action of or belonging to each of those constituent corporations
are vested in the consolidated corporation. All property, rights,
privileges, powers, franchises, immunities and all other interests
are thereafter the property of the consolidated corporation in the
same manner as they were of the several and respective constituent
corporations, and the title to any real estate, whether by deed or
otherwise vested under the laws of this State in any of those
constituent corporations, may not revert or in any way be impaired
by reason of the consolidation.__All rights of creditors and all
liens upon the property of any of those constituent corporations
are preserved unimpaired, limited to the property affected by such
liens at the time of the consolidation, and all debts, liabilities
and duties of the respective constituent corporations henceforth
attach to the consolidated corporation and may be enforced against
it to the same extent as if those debts, liabilities and duties had
been incurred or contracted by it.

 
Sec. 8. 13 MRSA §981-A, as amended by PL 1993, c. 316, §9, is
repealed and the following enacted in its place:

 
§981-A.__Acknowledgement of previously unrecognized

 
corporations

 
An existing nonprofit corporation that is not currently
recognized by the Secretary of State may prepare, sign, date and
deliver for filing with the Secretary of State a certificate of
organization setting forth the original name, the date, place and
purpose of the incorporation, any subsequent changes to the
corporate name and the current name, location and officers of the
corporation.__If the Secretary of State by examination of the
corporate records or other substantial evidence finds that the


Page 4 of 6 Top of Page Page 6 of 6