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PUBLIC LAWS OF MAINE
First Regular Session of the 121st

PART B

     Sec. B-1. 13 MRSA §723, sub-§8, as enacted by PL 2001, c. 640, Pt. B, §2 and affected by §7, is amended to read:

     8. Qualified person. "Qualified person" means an individual, general partnership, professional limited liability company, professional limited liability partnership, other professional corporation or other entity or trust that is eligible under this chapter to be issued shares by a professional corporation or any other entity that is authorized by statute to provide the same professional service provided by the professional corporation.

     Sec. B-2. 13 MRSA §732, sub-§3, as enacted by PL 2001, c. 640, Pt. B, §2 and affected by §7, is amended to read:

     3. Accountants. Nonlicensed individuals and qualified employee stock ownership plans or programs or other employee ownership programs and other entities may organize with individuals who are licensed under Title 32, chapter 113 and may become shareholders of a firm licensed to practice public accountancy under Title 32, section 12252, as long as all of the requirements for licensure under Title 32, section 12252, subsection 3 are met by the firm.

     Sec. B-3. 13 MRSA §736, sub-§2, as enacted by PL 2001, c. 640, Pt. B, §2 and affected by §7, is amended to read:

     2. Assumed or fictitious name. A domestic professional corporation or foreign professional corporation may render professional services and exercise its authorized powers under an assumed or fictitious name, as long as the corporation has first registered the name to be so used in the manner required by met the requirements for filing an assumed or fictitious name under Title 13-C, section 404.

     Sec. B-4. 13 MRSA §741, sub-§1, ¶¶C and D, as enacted by PL 2001, c. 640, Pt. B, §2 and affected by §7, are amended to read:

     Sec. B-5. 13 MRSA §741, sub-§1, ¶E is enacted to read:

     Sec. B-6. 13-B MRSA §101, as enacted by PL 1977, c. 525, §13, is amended to read:

§101. Short title

     This Act shall Title may be known and may be cited as the "Maine Nonprofit Corporation Act."

     Sec. B-7. 13-B MRSA §102, sub-§§5-B, 6-A and 9-A are enacted to read:

     5-B. Entity. "Entity" has the same meaning as set out in Title 13-C, section 102, subsection 11.

     6-A. Individual. "Individual" means a natural person.

     9-A. Person. "Person" includes an individual and an entity.

     Sec. B-8. 13-B MRSA §301, as amended by PL 1997, c. 633, §4, is repealed.

     Sec. B-9. 13-B MRSA §301-A is enacted to read:

§301-A. Corporate name

     1. Prohibition. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 201 and the corporation's articles of incorporation.

     2. Distinguishable name. Except as authorized by subsections 3 and 4, a corporate name must be distinguishable on the records of the Secretary of State from:

     3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:

     4. Authorization to use name. A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall authorize use of the name applied for if:

     5. Use of another corporation's name. A corporation may use the name, including the assumed or fictitious name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the corporation proposing to use the name:

     6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:

     7. Change of corporate name by foreign corporation. If a foreign corporation authorized to carry on activities in this State changes its corporate name to one that does not satisfy the requirements of this section, the foreign corporation may not carry on activities in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 1207 that is accompanied by a statement of use of a fictitious name under section 308-A.

     8. Violations of this section. If a corporation has in other respects complied with this Title and its articles of incorporation have been filed, or if a foreign corporation has in other respects satisfied this Title and has been authorized to carry on activities in this State, subsequent discovery of a violation of the foregoing provisions of this section does not invalidate its corporate existence or authority, but the courts of this State may, upon application of the State or of any interested or affected person, enjoin such violation and grant any other appropriate relief.

     Sec. B-10. 13-B MRSA §302, as amended by PL 1979, c. 127, §96, is repealed.

     Sec. B-11. 13-B MRSA §302-A is enacted to read:

§302-A. Reserved name

     1. Reserve use of name. A person may reserve the exclusive use of a corporate name, including an assumed or fictitious name, by executing and delivering for filing as provided in section 106 an application to the Secretary of State. The application must be executed by a duly authorized person and must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable period of 120 days.

     2. Transfer of reservation. The owner of a reserved corporate name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State as provided in section 106 a notice of the transfer, signed by the transferor, that states the name and address of the transferee.

     Sec. B-12. 13-B MRSA §303, as corrected by RR 2001, c. 2, Pt. B, §35 and affected by §58, is repealed.

     Sec. B-13. 13-B MRSA §303-A is enacted to read:

§303-A. Registered name of foreign corporation

     1. Register corporate name. A foreign corporation may register its corporate name if the name is distinguishable on the records of the Secretary of State pursuant to section 301-A.

     2. Application. To register its corporate name, a foreign corporation must execute and deliver to the Secretary of State for filing as provided in sections 104 and 106 an application that:

     3. Applicant's exclusive use. A corporate name is registered for a foreign corporation's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed.

     4. Renewal of registered name. A foreign corporation whose registration is effective may renew the registration for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year.

     5. Qualify as foreign corporation. A foreign corporation whose registration is effective may, after the registration is effective, qualify as a foreign corporation under the registered name or may consent in writing to the use of that name by a corporation incorporated under this Title or by another foreign corporation authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

     Sec. B-14. 13-B MRSA §308, as amended by PL 1995, c. 458, §7, is repealed.

     Sec. B-15. 13-B MRSA §308-A is enacted to read:

§308-A. Assumed or fictitious name of corporation

     1. Assumed name defined. As used in this section, "assumed name" means a trade name, the name of a division not separately incorporated and not used in conjunction with the real corporate name or any name other than the real name of a corporation except a fictitious name.

     2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign corporation authorized to carry on activities in this State because its real name is unavailable pursuant to section 301-A.

     3. Authorized to transact business. Upon complying with this section, a domestic or foreign corporation authorized to carry on activities in this State may carry on its activities in this State under one or more assumed or fictitious names.

     4. File statement indicating use of assumed or fictitious name. Prior to carrying on any activities in this State under an assumed or fictitious name, a corporation shall execute and deliver for filing, in accordance with sections 104 and 106, a statement setting forth:

A separate statement must be executed and delivered to the Secretary of State for filing with respect to each assumed or fictitious name that the corporation proposes to use.

     5. Compliance required. An assumed or fictitious name must comply with the requirements of section 301-A.

     6. Enjoin use of assumed or fictitious name. If a corporation uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name.

     7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if:

The filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for purposes of determining priority of rights.

     8. Terminate use of assumed or fictitious name. A corporation may terminate an assumed or fictitious name by executing and delivering, in accordance with sections 104 and 106, a statement setting forth:

     Sec. B-16. 13-B MRSA §404, sub-§1, ¶C, as amended by PL 1989, c. 501, Pt. L, §40, is further amended to read:

     Sec. B-17. 13-B MRSA §1202, sub-§2, as enacted by PL 1977, c. 525, §13, is amended to read:

     2. Certificate of existence. The application of the corporation for authority shall must be accompanied by a certificate of good standing existence or its equivalent from the proper officer of its jurisdiction of incorporation a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. Such The certificate of good standing shall existence must have been made not more than 90 days prior to the delivery of the application for filing.

     Sec. B-18. 13-B MRSA §1205, sub-§1, as enacted by PL 1977, c. 525, §13, is amended to read:

     1. Name. No A foreign corporation shall be is not authorized to carry on activities in this State unless the name of the corporation complies with the requirements of section 301 301-A.

     Sec. B-19. 13-B MRSA §1208, sub-§3 is enacted to read:

     3. Cancellation of authority. If a foreign nonprofit corporation files articles of domestication and conversion as set forth in Title 13-C, chapter 9, its authority is cancelled automatically on the effective date of its domestication and conversion.

     Sec. B-20. 13-B MRSA §1210, sub-§§2 and 3, as amended by PL 1989, c. 501, Pt. L, §41, are further amended to read:

     2. Secretary of State to mail revocation of authority. The authority of a foreign corporation shall be is revoked only after the Secretary of State shall have has mailed to the corporation's last registered office in this State and to its last registered or principal office in its jurisdiction of incorporation at least 30 days' 60-days' notice of impending revocation of its authority to carry on activities in this State, including a specification of the default, and the corporation shall fail fails, prior to revocation, to cure the default specified in such the notice.

     3. Certificate revoked. After the expiration of the 30-day 60-day period, if the foreign corporation has not cured the default or, as to the ground for revocation specified in subsection 1, paragraph E, convinced the Secretary of State, by affidavit or otherwise, that there was no such misrepresentation, the Secretary of State shall issue and file a certificate revoking the foreign corporation's authority to carry on activities in this State, and shall mail copies thereof of the certificate to the corporation's last registered office in this State and to its last registered or principal office in its jurisdiction of incorporation.

     Sec. B-21. 13-B MRSA §1401, sub-§1, as enacted by PL 1977, c. 525, §13, is repealed.

     Sec. B-22. 13-B MRSA §1401, sub-§1-A is enacted to read:

     1-A. Application for indistinguishable name. Application for the use of an indistinguishable name as provided by section 301-A, subsection 4, $5;

     Sec. B-23. 13-B MRSA §1401, sub-§§2 to 5, as enacted by PL 1977, c. 525, §13, are amended to read:

     2. Application to reserve name. Application to reserve corporate name, as provided by section 302 302-A, $5;

     3. Notice of transfer of reserved corporate name. Notice of transfer of a reserved corporate name, as provided by section 302 302-A, $5;

     4. Application to register corporate name. Application to register corporate name, as provided by section 303 303-A, $5 per month for the number of months or fraction thereof of a month remaining in the calendar year when the application is first filed;

     5. Application to renew registered name. Application to renew the registration of a registered name, as provided by section 303 303-A, $50;

     Sec. B-24. 13-B MRSA §1401, sub-§5-A, as enacted by PL 1993, c. 316, §45, is repealed.

     Sec. B-25. 13-B MRSA §1401, sub-§10-A, as enacted by PL 1983, c. 86, §5, is amended to read:

     10-A. Assumed or fictitious name statement. Assumed or fictitious name statement, as provided by section 308 308-A, $5;

     Sec. B-26. 13-B MRSA §1401, sub-§10-B, as enacted by PL 1993, c. 316, §45, is amended to read:

     10-B. Termination of assumed or fictitious name. Termination of assumed or fictitious name, as provided by section 308 308-A, subsection 7 8, $5;

     Sec. B-27. 13-B MRSA §1401, sub-§30, as amended by PL 1991, c. 780, Pt. U, §21, is repealed.

     Sec. B-28. 13-C MRSA §101, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

§101. Short title

     This Act Title may be known and cited as the "Maine Business Corporation Act."

     Sec. B-29. 13-C MRSA §102, sub-§2-A is enacted to read:

     2-A. Close corporation. "Close corporation" means a corporation that, at any given time, has not more than 20 shareholders of all classes of shares, whether or not the shareholders are entitled to vote. For purposes of determining whether a corporation is a close corporation, 2 or more persons owning shares of record in their names as joint tenants are counted as a single shareholder.

     Sec. B-30. 13-C MRSA §102, sub-§§18 and 19, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     18. Individual. "Individual" means a natural person. "Individual" includes the estate of an incompetent or deceased individual.

     19. Interest. "Interests in an unincorporated entity Interest" means either or both of the following rights under the organic law of an unincorporated entity:

     Sec. B-31. 13-C MRSA §102, sub-§19-A is enacted to read:

     19-A. Interest holder. "Interest holder" means a person who holds of record an interest.

     Sec. B-32. 13-C MRSA §102, sub-§23, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     23. Nonprofit corporation; domestic nonprofit corporation. "Nonprofit corporation" or "domestic nonprofit corporation" means a corporation incorporated under the laws of this State and subject to the provisions of Title 13, chapter 81 or 93 or the Maine Nonprofit Corporation Act.

     Sec. B-33. 13-C MRSA §121, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

§121. Requirements for documents; extrinsic facts

     To be entitled to filing with the office of the Secretary of State, a document must satisfy the following requirements and the requirements of any other section of this Act.

     1. Filing in office of Secretary of State. Filing of the document in the office of the Secretary of State must be permitted or required by this Act.

     2. Information. The document must contain the information required by this Act.

     3. Form; format. The document must be legibly typewritten or printed in ink or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.

     4. English language. The document must be in the English language, except that:

     5. Executed. The document must be executed and dated:

     6. Signature; corporate seal. The person executing the document shall sign it and state beneath or opposite that signature the person's name and the capacity in which the person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

     7. Prescribed form. If the Secretary of State has prescribed a mandatory form for the document under section 122, the document must be in or on the prescribed form.

     8. Delivery. The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of State.

     9. Fee. At the time of delivery, the correct filing fee and any reinstatement fee or penalty must be paid or provision for payment made in a manner permitted by the Secretary of State.

     10. Extrinsic facts. This subsection applies whenever a provision of this Title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document.

     Sec. B-34. 13-C MRSA §123, sub-§1, ¶¶H and I, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-35. 13-C MRSA §123, sub-§1, ¶¶DD, GG and LL, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-36. 13-C MRSA §123, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Service of process fee. The Secretary of State shall collect a fee of $20 each time process is served on the Secretary of State under this Act Title. The party to a proceeding causing service of process is entitled to recover this fee as costs if that party prevails in the proceeding.

     Sec. B-37. 13-C MRSA §126, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Method of correcting documents. A domestic or foreign corporation may correct a document by preparing articles of correction that:

The domestic or foreign corporation shall deliver the articles of correction to the Secretary of State for filing.

     Sec. B-38. 13-C MRSA §130, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

§130.   Certificate of existence; certificate of authority; certificate of fact

     1. Application. Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation.

     2. Contents. A certificate of existence or certificate of authority sets forth:

     3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State.

     Sec. B-39. 13-C MRSA §130, sub-§4 is enacted to read:

     4. Certificate of fact. In addition to a certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.

     Sec. B-40. 13-C MRSA §§142 and 143 are enacted to read:

§142. Access to Secretary of State's database

     The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt rules to establish a fee schedule and governing procedures. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.

§143. Publications

     1. Informational publications. The Secretary of State may establish by rule a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.

     2. Funds; fees deposited. All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications.

     Sec. B-41. 13-C MRSA §202, sub-§1, ¶¶B to D, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-42. 13-C MRSA §202, sub-§1, ¶E, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed.

     Sec. B-43. 13-C MRSA §202, sub-§6 is enacted to read:

     6. Extrinsic facts. Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 121, subsection 10.

     Sec. B-44. 13-C MRSA §301, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Purpose of engaging in lawful business. A corporation incorporated under subject to this Act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

     Sec. B-45. 13-C MRSA §401, sub-§2, ¶¶A and C, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-46. 13-C MRSA §401, sub-§6, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     6. Determining distinguishability. In determining whether names are "distinguishable on the records," the Secretary of State shall disregard the following:

     Sec. B-47. 13-C MRSA §401, sub-§7 is enacted to read:

     7. Change of corporate name by foreign corporation. If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of this section, the foreign corporation may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 1504 that is accompanied by a statement of use of a fictitious name under section 404.

     Sec. B-48. 13-C MRSA §403, sub-§2, ¶B, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-49. 13-C MRSA §403, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     5. Qualify as foreign corporation. A foreign corporation whose registration is effective may, after the registration is effective, qualify as a foreign corporation under the registered name or may consent in writing to the use of that name by a corporation incorporated under subject to this Act or by another foreign corporation authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

     Sec. B-50. 13-C MRSA §404, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Assumed name; defined. As used in this section, "assumed name" includes a trade name, the name of a division not separately incorporated and not used in conjunction with the true real corporate name and any name other than the true real name of a corporation, except a fictitious name.

     Sec. B-51. 13-C MRSA §404, sub-§4, ¶¶A, C and D, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-52. 13-C MRSA §404, sub-§4, ¶E is enacted to read:

     Sec. B-53. 13-C MRSA §404, sub-§8, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-54. 13-C MRSA §501, sub-§§1 and 2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     1. 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 registered office 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.

     2. Registered office. The clerk shall maintain a registered office at some fixed place within this State, which may be, but need not be, the corporation's place of business. The clerk shall perform those duties required of the clerk elsewhere in this Act.

     Sec. B-55. 13-C MRSA §501, sub-§§5, 7 and 10, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     5. Resignation of clerk. The clerk of a corporation may resign upon filing a written notice of the resignation with the Secretary of State and by mailing a copy of the notice to the president or treasurer any officer of the corporation or, if both of those offices are vacant there are no officers, to any of the corporation's directors or, if there are no directors, to any of the corporation's shareholders. The notice filed with the Secretary of State must recite that a copy of the notice has been mailed to the corporate officer individual designated in this subsection and must specify the corporate officer's name and, the corporate office held and the address to which the notice was mailed. The resignation takes effect upon the filing of the resignation by the Secretary of State.

     7. Name or address change. If the name of the current clerk or address of the registered office of the clerk of one or more corporations changes from the name of the current clerk or address of the registered office appearing on the record in the office of the Secretary of State, the clerk shall execute and deliver for filing, in accordance with section 121, a statement setting forth:

In lieu of the bulk filing, the clerk may file for each such corporation a separate statement containing the information.

     10. Document filed to change clerk. Any document to be filed by the Secretary of State, the effect of which is to change the clerk, must be signed by the person designated in the document as the new clerk or in accordance with subsection 3 and section 121, subsection 5, paragraph A, B or C.

     Sec. B-56. 13-C MRSA §§601 and 602, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§601. Authorized shares

     1. Classes and number of shares authorized. A corporation's articles of incorporation must prescribe the set forth any classes of shares and series of shares within a class, and the number of shares of each class and series that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights and limitations and relative rights of that class must be described in the articles of incorporation or series. All Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations and relative rights that are identical with those of other shares of the same class, except to the extent otherwise permitted by section 602 or series.

     2. Voting rights authorized. A corporation's articles of incorporation must authorize one or more classes or series of shares that together have unlimited voting rights and one or more classes or series of shares, which may be the same class or classes or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

     3. Designations, preferences, limitations and relative rights. A corporation's articles of incorporation may authorize one or more classes or series of shares that:

The description of the designations, preferences, limitations, and relative rights of share classes in this subsection is not exhaustive.

     4. Rules of construction for preferred shares. Unless otherwise provided by this Act or by a corporation's articles of incorporation or by resolution of the board of directors in the case of shares whose terms may be fixed as provided by section 602:

This subsection does not apply to shares already issued or authorized on December 31, 1971.

     5. Extrinsic facts. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 121, subsection 10.

     6. Variations among holders. Any of the terms of shares may vary among holders of the same class or series of shares as long as the variations are expressly set forth in the articles of incorporation.

§602.   Terms of class or series determined by board of directors

     1. Determination by board of directors. If a corporation's articles of incorporation provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights within the limits set forth in section 601 of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares of that series. is authorized without shareholder approval to:

     2. Series must have distinguishing designation. Each series of a class must be given a distinguishing designation.

     2-A. Terms fixed before issuance. If the board of directors acts pursuant to subsection 1, the board shall determine the terms including the preferences, rights and limitations to the same extent permitted under section 601, of:

     3. Identical terms. A share of a series must have preferences, limitations and relative rights identical with those of all other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

     3-A. Filing articles of amendment. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the Secretary of State for filing articles of amendment setting forth the terms authorized under subsection 1.

     4. Filing articles of amendment. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:

     Sec. B-57. 13-C MRSA §625, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed and the following enacted in its place:

§625. Share options

     1. Board authority to issue options. A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The corporation's board of directors shall determine:

The authorization by the board of directors for the corporation to issue these rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.

     2. Limitations based on holdings. The terms and conditions of these rights, options or warrants, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that:

     Sec. B-58. 13-C MRSA §641, sub-§4 is enacted to read:

     4. Preemptive rights. Nothing in this section detracts from or takes away the preemptive rights that pertained to any shares of a corporation that were issued and outstanding on June 30, 2003. The rights may be altered by an amendment adopted pursuant to chapter 10.

     Sec. B-59. 13-C MRSA §703, sub-§1, ¶B, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-60. 13-C MRSA §723, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     5. Death or incapacity of shareholder. The death or incapacity of a shareholder who appointed a proxy does not affect the right of a corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary clerk or other an officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

     Sec. B-61. 13-C MRSA §727, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the corporation's articles of incorporation or this Act provides otherwise for a greater or lesser quorum, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. A quorum may not consist of less than 1/3 of the shares of a voting group entitled to vote on a matter.

     Sec. B-62. 13-C MRSA §731, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     3. Clerk; officer; employee. An inspector may be the clerk or an officer or employee of the corporation.

     Sec. B-63. 13-C MRSA §743, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Requirements for shareholder agreement. An agreement authorized by this section must comply with each of the following paragraphs.

An agreement authorized by this section is valid for an unlimited term unless the agreement provides otherwise.

     Sec. B-64. 13-C MRSA §808, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Votes needed to remove. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against the removal of that director's removal director. If cumulative voting is not authorized, a director may be removed only by the affirmative vote of at least 2/3 of the shares entitled to vote on the removal. The corporation's articles of incorporation may require a greater or lesser vote in order to remove directors but not less than a majority of votes cast, including, but not limited to, the necessity of a unanimous vote of shareholders or relevant voting group.

     Sec. B-65. 13-C MRSA §824, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     3. Waiver by absent director. If a meeting otherwise valid of the corporation's board of directors is held without call or notice when a notice is required, any action taken at the meeting is deemed ratified any defects of notice are deemed waived by a director who did not attend unless, after learning of the action taken and of the impropriety of the meeting, the director makes prompt objection to the action taken within 10 days after learning of the meeting and actions taken at the meeting the director delivers to the corporation written objection to the transacting of business at the meeting.

     Sec. B-66. 13-C MRSA §825, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Lower quorum permitted. The corporation's articles of incorporation or bylaws may authorize a quorum of a corporation's board of directors to consist of no fewer not less than 1/3 of the fixed or prescribed number of directors determined under subsection 1.

     Sec. B-67. 13-C MRSA §846, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed.

     Sec. B-68. 13-C MRSA §§852, 854 to 857 and 859, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§852. Permissible indemnification

     1. Standards of conduct. Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because that individual is a director of the corporation against liability incurred in the proceeding if:

     2. Employee benefit plan. The conduct of a director with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection 1, paragraph A, subparagraph (2), division (b).

     3. Termination of proceeding. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not of itself determinative that the director did not meet the relevant standard of conduct described in this section.

     4. Limits. Unless ordered by a court under section 855, subsection 1, paragraph C, a corporation may not indemnify one of its the corporation's directors:

§854. Advance for expenses

     1. Conditions. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director of that corporation if the director delivers to the corporation:

     2. Repayment obligation. The undertaking required by subsection 1, paragraph B must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

     3. Authorization process. Authorizations under this section must may be made:

§855.   Court-ordered indemnification; advance for expenses

     1. Application and order. A director who is a party to a proceeding because that the director is a director of the corporation may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court shall:

     2. Entitlement to expenses. If the court determines that the director is entitled to indemnification under subsection 1, paragraph A or to indemnification or an advance for expenses under subsection 1, paragraph B, the court shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or an advance for expenses under subsection 1, paragraph C, the court may also order the corporation to pay the director's reasonable expenses to obtain incurred in connection with obtaining the court-ordered indemnification or advance for expenses.

§856.   Determination and authorization of indemnification

     1. Prerequisites to indemnity. A corporation may not indemnify a director under section 852, subsection 1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 852.

     2. Determination process. A determination under subsection 1 that indemnification is permissible must be made:

     3. Authorization process. Authorization of indemnification must be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than 2 disinterested directors or if the determination is made by special legal counsel, authorization of indemnification must be made by those entitled under subsection 2, paragraph B, subparagraph (2) to select special legal counsel.

§857. Indemnification of officers

     1. Permissible scope. A corporation may indemnify and advance expenses under this subchapter to an officer of the corporation who is a party to a proceeding because that the officer is an officer of the corporation:

     2. Dual capacity. Subsection 1, paragraph B applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

     3. Mandatory indemnification. An officer who is not a director is entitled to mandatory indemnification under section 853 and may apply to a court under section 855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.

§859.  Variation by corporate action; application of subchapter

     1. Undertakings to indemnify. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 852 or advance funds to pay for or reimburse expenses in accordance with section 854. Any such Such an obligatory provision is deemed to satisfy the requirements for authorization referred to in sections 854, subsection 3 and 856, subsection 3. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law is deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 854 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

     2. Predecessors. Any A provision pursuant to subsection 1 may not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor unless otherwise specifically provided. Any A provision for indemnification or an advance for expenses in the corporation's articles of incorporation or bylaws or a resolution of the corporation's board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by section 1107, subsection 1, paragraph D.

     3. Limits. A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or an advance for expenses created by or pursuant to this subchapter.

     4. Witness expenses. This subchapter does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with the director's or officer's appearance as a witness in a proceeding at a time when the director or officer is not a party to the proceeding.

     5. Insurance. This subchapter does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.

     Sec. B-69. 13-C MRSA §872, sub-§2, ¶¶A and B, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-70. 13-C MRSA §873, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Action respecting transaction. A directors' Directors' action respecting a transaction is effective for purposes of section 872, subsection 2, paragraph A if the transaction received the affirmative vote of a majority, but no fewer than 2, of those qualified directors on the corporation's board of directors or on a duly empowered committee of the board of directors who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection 2, except that action by a committee is effective under this section only if:

     Sec. B-71. 13-C MRSA §873, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     3. Quorum. A majority, but no fewer than 2, of all the qualified directors on the corporation's board of directors or on a committee of the corporation's board of directors, constitutes a quorum for purposes of action that complies with this section. The directors' Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

     Sec. B-72. 13-C MRSA §874, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Qualified shares. For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting-interest transaction except shares that, to the knowledge, before the vote, of the clerk, the secretary or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned or the voting of which is controlled by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

     Sec. B-73. 13-C MRSA §874, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     4. Identification of holdings. For purposes of compliance with subsection 1, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes of the number of all shares and the identity of persons holding or controlling the vote of all shares that the director knows are beneficially owned or the voting of which is controlled by the director or by a related person of the director, or both.

     Sec. B-74. 13-C MRSA §921, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     5. Transitional rule. If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind issued, incurred or executed by a domestic business corporation before July 1, 2003 contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until such time after that date as the provision is amended.

     Sec. B-75. 13-C MRSA §921, sub-§6 is enacted to read:

     6. Extrinsic facts. Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 121, subsection 10.

     Sec. B-76. 13-C MRSA §922, sub-§7, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     7. Transitional rule. If any provision of the corporation's articles of incorporation or bylaws or of an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2003, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until such time after that date as the provision is amended.

     Sec. B-77. 13-C MRSA §922, sub-§8 is enacted to read:

     8. Consent of shareholders. A plan of domestication may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in section 704. If the plan of domestication is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of domestication is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of domestication.

     Sec. B-78. 13-C MRSA §926, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Abandonment of domestication by domestic business corporation. Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subchapter and at any time before the domestication has become effective, it may be abandoned by the corporation's board of directors without action by the shareholders.

If a domestication is abandoned under this subsection after articles of charter surrender have been filed with the Secretary of State but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other duly authorized representative or of the corporation, must be delivered to the Secretary of State for filing prior to the effective date of the domestication. The statement takes effect upon filing, and the domestication is considered abandoned and does not become effective.

     Sec. B-79. 13-C MRSA §931, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     5. Transitional rule. If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind issued, incurred or executed by a domestic business corporation before July 1, 2003 contains a provision applying to a merger of the domestic business corporation and the document does not refer to a nonprofit conversion of the domestic business corporation, the provision is deemed to apply to a nonprofit conversion of the domestic business corporation until such time after that date as the provision is amended.

     Sec. B-80. 13-C MRSA §931, sub-§6 is enacted to read:

     6. Extrinsic facts. Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 121, subsection 10.

     Sec. B-81. 13-C MRSA §932, sub-§§5 and 7, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     5. Majority approval. Unless the corporation's articles of incorporation or its board of directors acting pursuant to subsection 3 requires a greater vote, approval of the plan of nonprofit conversion requires the approval of the shareholders by a majority of all the votes entitled to be cast on the plan by the shareholders and, if any class or series is entitled to vote as a separate voting group on the plan, the approval of each such separate voting group by a majority of all the votes entitled to be cast on the plan by that voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each voting group entitled to vote on the plan but in no case less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote on the plan;

     7. Transitional rule. If any provision of the corporation's articles of incorporation or bylaws or of an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2003, applies to a merger of the domestic business corporation and the document does not refer to a nonprofit conversion of the domestic business corporation, the provision is deemed to apply to a nonprofit conversion of the domestic business corporation until such time after that date as the provision is amended.

     Sec. B-82. 13-C MRSA §932, sub-§8 is enacted to read:

     8. Consent of shareholders. A plan of nonprofit conversion may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in section 704. If the plan of nonprofit conversion is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of nonprofit conversion is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of nonprofit conversion.

     Sec. B-83. 13-C MRSA §933, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Provisions of articles of nonprofit conversion. The articles of nonprofit conversion must either contain all the provisions that the Maine Nonprofit Corporation Act requires to be set forth in articles of incorporation of a domestic nonprofit corporation with any other desired provisions permitted by the Maine Nonprofit Corporation Act or have attached articles of incorporation that satisfy the requirements of the Maine Nonprofit Corporation Act. In either case, provisions that would not be required by chapter 10 the Maine Nonprofit Corporation Act to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted.

     Sec. B-84. 13-C MRSA §935, sub-§2, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-85. 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-86. 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:

     5. Transitional rule. If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind issued, incurred or executed by a domestic business corporation before July 1, 2003, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time after that date as the provision is amended.

     Sec. B-87. 13-C MRSA §953, sub-§3 is enacted to read:

     3. Extrinsic facts. Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 121, subsection 10.

     Sec. B-88. 13-C MRSA §954, sub-§§5 to 8, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     5. Majority approval. Unless the corporation's articles of incorporation or its board of directors acting pursuant to subsection 3 requires a greater vote, approval of the plan of entity conversion requires the approval of the shareholders at a meeting by a majority of all the votes entitled to be cast on the plan by that the shareholders, voting as a single voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each voting group entitled to vote on the plan but in no case less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote on the plan;

     6. Voting groups. In addition to the vote required under subsection 5, separate voting by voting groups is also required by each class or series of shares. Unless the corporation's articles of incorporation or the board of directors acting pursuant to subsection 3 requires a greater vote or a greater number of votes to be present, if the corporation has more than one class or series of shares outstanding, approval of the plan of entity conversion requires the approval of each such separate voting group by a majority of the votes entitled to be cast on the conversion by that voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each class or series of shares as provided in subsection 5;

     7. Transitional rule. If any provision of the corporation's articles of incorporation or bylaws or of an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2003, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time after that date as the provision is amended; and

     8. Written consent. If as a result of an entity conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations or liabilities of any other person or entity, approval of the plan of conversion requires the execution by each such shareholder of a separate written consent to become subject to such owner liability.; and

     Sec. B-89. 13-C MRSA §954, sub-§9 is enacted to read:

     9. Consent of shareholders. A plan of entity conversion may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in section 704. If the plan of entity conversion is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of entity conversion is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of nonprofit conversion.

     Sec. B-90. 13-C MRSA §955, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Conversion to domestic business corporation. After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion must be executed on behalf of the unincorporated entity by an officer or other duly authorized representative of the corporation unincorporated entity. The articles must:

     Sec. B-91. 13-C MRSA §955, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7 and affected by RR 2001, c. 2, Pt. A, §23, is amended to read:

     3. Conversion by law of foreign jurisdiction. After the conversion of a foreign unincorporated entity to a domestic business corporation is authorized as required by the laws of the foreign jurisdiction, articles of entity conversion must be executed on behalf of the foreign unincorporated entity by an officer or other duly authorized representative of the corporation unincorporated entity. The articles must:

     Sec. B-92. 13-C MRSA §1003, sub-§§5 and 6, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     5. Approval by majority. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3, requires a greater vote, approval of the amendment requires the approval of the shareholders by a majority of all the votes entitled to be cast on the amendment by the shareholders. If and, if any class or series is entitled to vote as a separate voting group on the amendment, except as provided in section 1004, subsection 3, the amendment requires the approval of each separate voting group by a majority of all the votes entitled to be cast on the amendment by that voting group. The articles of incorporation may provide that an amendment may be approved by a lesser vote of each voting group entitled to vote on the amendment, but in no case less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the amendment by each voting group entitled to vote on the amendment.

     6. Consent of shareholders. The articles of incorporation may be amended An amendment to the articles of incorporation may be approved by written consent of all shareholders entitled to vote on the amendment, as provided by in section 704, subsection 1; if a unanimous written consent is given. If the amendment is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors proposing the amendment is not necessary.

     Sec. B-93. 13-C MRSA §1005, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     3. Initial registered clerk or registered office. To delete the name and address of the initial registered agent clerk or registered office, if a statement of change is on file with the Secretary of State;

     Sec. B-94. 13-C MRSA §1005, sub-§8, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     8. Make approved changes. To make any change expressly permitted by section 602, subsection 4 subsections 1 and 2-A to be made without shareholder approval.

     Sec. B-95. 13-C MRSA §1006, sub-§1, ¶¶B, C and F, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-96. 13-C MRSA §1007, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Consolidation into single document. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. The restatement may omit statements as to the incorporator or incorporators and the initial directors.

     Sec. B-97. 13-C MRSA §§1102 and 1103, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§1102. Merger

     1. General authority of domestic corporations. One or more domestic business corporations may merge with one or more domestic or foreign business or nonprofit corporations or unincorporated eligible entities pursuant to a plan of merger under this section.

     2. Merger with foreign entities. A foreign business or nonprofit corporation or a foreign unincorporated eligible entity may be a party to a merger with a domestic business corporation or may be created by the terms of a plan of merger under this section only if the merger is permitted by the laws under which the foreign business or nonprofit corporation or unincorporated eligible entity is organized or by which it is governed; and

     3. Merger not contemplated in organic law. If the organic law of a domestic unincorporated eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13. For the purposes of applying this chapter and chapter 13:

     4. Plan of merger. A plan of merger must include:

     5. Extrinsic facts. The terms Terms of the a plan of merger referred to in subsection 4, paragraphs B and C may be made dependent on upon facts ascertainable outside the plan of merger, as long as those facts are objectively ascertainable. For the purposes of this subsection, "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. outside the plan in accordance with section 121, subsection 10.

     6. Amend plan prior to filing articles of merger. The plan of merger may also include a provision that the plan may be amended prior to filing the articles of merger with the Secretary of State under section 1106, subsection 2. If the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by the shareholders the plan may not be amended to:

§1103. Share exchange

     1. Share exchange. Through a share exchange:

     2. Party to share exchange. A foreign corporation or a foreign unincorporated an eligible entity may be a party to a share exchange under this section only if the share exchange is permitted by the laws under which the corporation or other eligible entity is organized or governed.

     3. Share exchange not contemplated in organic law. If the organic law of a domestic unincorporated eligible entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved and the share exchange effectuated in accordance with the procedures, if any, for a merger. If the organic law of a domestic unincorporated eligible entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13. For the purposes of applying this chapter and chapter 13:

     4. Plan of share exchange. A plan of share exchange must include:

     5. Extrinsic facts. The provisions Terms of the a plan of share exchange referred to in subsection 4, paragraphs B and C may be made dependent on facts objectively ascertainable outside the plan of share exchange, as long as those facts are objectively ascertainable. For purposes of this subsection, "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. in accordance with section 121, subsection 10.

     6. Amend plan prior to filing articles of share exchange. The plan of share exchange also may include a provision that the plan may be amended prior to filing the articles of share exchange with the Secretary of State under section 1106, subsection 2. If the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by the shareholders the plan may not be amended to:

     This section does not limit the power of a domestic corporation to acquire shares of another corporation or eligible interests in an other eligible entity in a transaction other than a share exchange.

     Sec. B-98. 13-C MRSA §1104, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     4. Notice of meeting. If the plan of merger or share exchange under this chapter is required by the corporation's articles of incorporation to be approved by the shareholders and if the approval is to be given at a meeting of shareholders, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must state that the purpose or one of the purposes of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other eligible entity, the notice also must include or be accompanied by a copy or summary of the articles of incorporation or organizational documents of that corporation or other eligible entity. If the corporation is to be merged into a corporation or other eligible entity that is to be created pursuant to the merger, the notice also must include or be accompanied by a copy or a summary of the articles of incorporation or organizational documents of the new corporation or other eligible entity;

     Sec. B-99. 13-C MRSA §1104, sub-§6, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-100. 13-C MRSA §1104, sub-§10, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     10. Consent of shareholders. A plan of merger or share exchange may be approved for a participating corporation by written consent of all shareholders of a participating corporation, whether or not entitled to vote by the corporation's articles of incorporation, as provided in section 704, subsection 1. If the unanimous written consent is given plan of merger or share exchange is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of merger or share exchange is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of merger or share exchange.

     Sec. B-101. 13-C MRSA §1106, sub-§1, ¶¶A and E, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-102. 13-C MRSA §1106, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. File articles with Secretary of State. Articles of merger or share exchange must be delivered to the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange and take effect at the effective time provided in section 125. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the organic law.

     Sec. B-103. 13-C MRSA §§1107 and 1108, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§1107. Effect of merger or share exchange

     1. Merger. When a merger becomes effective:

     2. Share exchange. When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or, other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under chapter 13.

     3. Shareholder's liabilities and obligations. A person who becomes subject to owner liability for some or all of the debts, liabilities or obligations of any entity as a result of a merger or share exchange has owner liability only to the extent provided in the organic law of the entity and only for those debts, liabilities and obligations that arise after the effective time of the articles of merger or share exchange.

     4. Foreign corporation. When a merger becomes effective, a foreign corporation or a foreign other eligible entity that is the survivor of the merger is deemed to:

     5. Effect of merger or share exchange on liability. The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or share exchange is as follows.

§1108. Abandonment of merger or share exchange

     1. Abandoned merger or share exchange prior to becoming effective. Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign other eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned by any a domestic business corporation that is a party to the merger or share exchange without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if procedures are not set forth in the plan, in the manner determined by the corporation's board of directors or the managers of an other entity, subject to any contractual rights of other parties to the merger or share exchange.

     2. Abandoned merger or share exchange after articles of merger or share exchange are filed. If a merger or share exchange is abandoned under subsection 1 after articles of merger or share exchange have been filed with the Secretary of State under section 1106, subsection 2 but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, must be delivered to the Secretary of State for filing prior to the effective date of the merger or share exchange. The statement must also include the names, types of entity and the jurisdictions of the parties to the merger or share exchange. Upon filing, the statement takes effect and the merger or share exchange is considered abandoned and does not become effective.

     Sec. B-104. 13-C MRSA §1109, sub-§1, ¶E, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-105. 13-C MRSA §1202, sub-§§5 and 9, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     5. Majority approval of disposition. Unless the articles of incorporation or the corporation's board of directors, acting pursuant to subsection 3, requires a greater vote, approval of a disposition requires the approval of the shareholders by a majority of all the votes entitled to be cast on the plan by the shareholders and, if any class or series is entitled to vote as a separate voting group on the disposition, the approval of each separate voting group by a majority of all the votes entitled to be cast on the disposition by that voting group. The articles of incorporation may provide that a disposition may be approved by a lesser vote of each voting group entitled to vote on the disposition, but in no case may a disposition be approved by less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the disposition by each voting group entitled to vote on the disposition.

     9. Consent of shareholders. A disposition that requires approval of the corporation's shareholders under subsection 1 may be authorized by written consent of all the shareholders of the corporation, whether or not the shareholders are entitled to vote by the articles of incorporation, as provided by in section 704, subsection 1. If a unanimous written consent is given the disposition is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the corporation's board of directors approving, proposing, submitting, recommending or otherwise respecting the disposition is not necessary, and the shareholders of the corporation are not entitled to notice of or to dissent from the disposition.

     Sec. B-106. 13-C MRSA §1302, sub-§§7 and 8, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     7. Conversion to nonprofit status. Consummation of a conversion of the corporation to nonprofit status pursuant to chapter 9, subchapter III 2; or

     8. Conversion to unincorporated entity. Consummation of a conversion of the corporation to a form of other an unincorporated entity pursuant to chapter 9, subchapter IV 4.

     Sec. B-107. 13-C MRSA §1305, first ¶, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     A shareholder entitled to appraisal rights under this subchapter may not challenge a completed corporate action requiring appraisal rights described in section 1302, other than those described in section 1303, subsection 3, unless the corporate action:

     Sec. B-108. 13-C MRSA §1401, sub-§§4, 5 and 6, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     4. Debt. That no debt of the corporation remains unpaid, including the filing of the annual report as required by section 1621;

     5. Net assets. That, if shares were issued, the net assets of the corporation remaining after winding up have been distributed to the shareholders; and

     6. Authorization of dissolution. That a majority of the incorporators or initial directors authorized the dissolution.;

     Sec. B-109. 13-C MRSA §1401, sub-§§7 and 8 are enacted to read:

     7. Date authorized. The date dissolution was authorized; and

     8. Effective date. The effective date of the dissolution. A corporation is dissolved upon the effective date of its articles of dissolution.

     Sec. B-110. 13-C MRSA §1402, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed and the following enacted in its place:

     5. Adoption of dissolution by majority. Unless the corporation's articles of incorporation or the corporation's board of directors acting pursuant to subsection 3 requires a greater vote, approval of the proposal to dissolve requires the approval of the shareholders by a majority of all the votes entitled to be cast on the proposal by that voting group and, if any class or series is entitled to vote as a separate voting group on the proposal, the approval of each separate voting group by a majority of all the votes entitled to be cast on the proposal by that voting group. The corporation's articles of incorporation may provide that a proposal to dissolve may be approved by a lesser vote of each voting group entitled to vote on the proposal, but in no case by less than a majority of the votes cast by that voting group at a meeting at which there exists for each such voting group a quorum consisting of at least a majority of the votes entitled to be cast on the proposal by each voting group entitled to vote on the proposal.

     Sec. B-111. 13-C MRSA §1403, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

§1403.   Dissolution by written consent of all shareholders

     A corporation may be voluntarily dissolved by unanimous written consent of its shareholders, whether or not entitled to vote by the corporation's articles of incorporation proposal to dissolve may be approved by written consent of shareholders entitled to vote as provided in section 704. If a unanimous written consent is given the dissolution is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the corporation's board of directors proposing the dissolution is not necessary.

     Sec. B-112. 13-C MRSA §1404, sub-§1, ¶B, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-113. 13-C MRSA §1405, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     3. Articles of revocation of dissolution. After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

     Sec. B-114. 13-C MRSA §1407, sub-§2, ¶C, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-115. 13-C MRSA §1422, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, 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 123, subsection 1, paragraph V 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 to deliver the notice to the corporation.

     Sec. B-116. 13-C MRSA §1424 is enacted to read:

§1424.   Reinstatement of suspended corporate charter

     1. Reinstatement after charter suspension. A corporation whose charter was suspended before July 1, 2003 may apply for reinstatement with the Secretary of State if:

     2. Effect on corporation failing to reinstate by June 30, 2009. A corporation that fails to meet the requirements of subsection 1 is administratively dissolved and may not reinstate.

     3. Protecting corporate name after suspension. The name of a corporation whose charter is suspended remains in the Secretary of State's records of corporate names and is protected for a period of 3 years following its suspension.

     Sec. B-117. 13-C MRSA §1501, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Application for authority. A foreign corporation may not transact business in this State until it the foreign corporation files an application for authority to transact business with the Secretary of State.

     Sec. B-118. 13-C MRSA §1502, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     5. Validity of corporate acts. Notwithstanding subsections 1 and 2, the failure of a foreign corporation to file an application for authority does not impair the validity of its corporate acts, including contracts, or prevent it from defending any proceeding in this State.

     Sec. B-119. 13-C MRSA §1503, sub-§1, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-120. 13-C MRSA §1503, sub-§1, ¶E, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-121. 13-C MRSA §1504, sub-§1, ¶B, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-122. 13-C MRSA §1504, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed and the following enacted in its place:

     2. Requirements. A foreign corporation must deliver an amended application that sets forth:

     Sec. B-123. 13-C MRSA §1506, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Corporate name. If the corporate name of a foreign corporation does not satisfy the requirements of section 401, the foreign corporation may use a fictitious name as set forth in section 404, subsection 2 to transact business in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

     Sec. B-124. 13-C MRSA §1506, sub-§§2 to 5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are repealed.

     Sec. B-125. 13-C MRSA §1507, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed and the following enacted in its place:

§1507.   Registered office and registered agent of foreign corporation

     1. Registered office and agent. A foreign corporation authorized to transact business in this State must continuously maintain in this State:

     2. Acceptance of appointment. Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the registered agent delivers a written statement to the Secretary of State accepting the appointment.

     3. Change of registered agent. A foreign corporation may change its registered agent by executing and delivering for filing as provided by section 121 a statement setting forth:

     4. Resignation of registered agent. The registered agent of a foreign corporation may resign upon filing a written notice of the resignation with the Secretary of State and by mailing a copy of the notice to the foreign corporation at its last principal office, wherever located, as filed with the Secretary of State. The notice filed with the Secretary of State must recite that a copy of the notice has been mailed to the last principal office as designated in this subsection, specify the address to which the notice was mailed and provide the jurisdiction of incorporation and the date on which the foreign corporation was authorized to transact business in this State. The appointment of such registered agent terminates upon the date of the filing of the notice by the Secretary of State.

     5. Appointment of new registered agent. If a registered agent dies, becomes incapacitated, resigns or otherwise is unable to perform the registered agent's duties, the foreign corporation shall promptly appoint another registered agent and shall execute and file with the Secretary of State a written statement of the appointment of the new registered agent as provided in subsection 4.

     6. Name or address change. If the name of the current registered agent or address of the registered office of one or more foreign corporations changes from the name of the current registered agent or address of the registered office appearing on the record in the office of the Secretary of State, the registered agent shall execute and deliver for filing a statement setting forth:

In lieu of bulk filing, the registered agent may file for each such foreign corporation a separate statement containing the information.

     7. Statement of change. Filing by a foreign corporation of a statement of a change of its registered agent, as provided in subsection 4, constitutes both an appointment of the new registered agent named in the statement of change and a termination of the appointment of its former registered agent.

     8. Registered agent named in application for authority. The initial registered agent of a foreign corporation must be named in the application for authority for that foreign corporation. A registered agent continues in office until a successor is chosen and qualifies and the statement required by subsection 4 is filed or until the resignation notice required by subsection 5 is filed.

     9. Document filed to change registered agent. The document to be filed by the Secretary of State, the effect of which is to change the registered agent, must be signed by the person designated in the document as the new registered agent or in accordance with subsection 3 and section 121, subsection 5, paragraph A, B or C.

     Sec. B-126. 13-C MRSA §§1508 and 1509, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are repealed.

     Sec. B-127. 13-C MRSA §1521, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     2. Application of withdrawal; contents. A foreign corporation authorized to transact business in this State may file an application of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:

     Sec. B-128. 13-C MRSA §1523, sub-§1, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-129. 13-C MRSA §1524, sub-§1, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-130. 13-C MRSA §1531, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     4. Notice of change of registered agent or office. The foreign corporation does not inform the Secretary of State under section 1508 or 1509 1507 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued within 60 days of the change, resignation or discontinuance;

     Sec. B-131. 13-C MRSA §1601, sub-§5, ¶A, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     Sec. B-132. 13-C MRSA §1602, sub-§5, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     5. Right of inspection. The right of inspection granted by this section may not be abolished or limited, except as provided in subsections 2 and 4, by a corporation's articles of incorporation or bylaws.

     Sec. B-133. 13-C MRSA §1621, sub-§1, ¶¶B and D, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

     Sec. B-134. 13-C MRSA §1621, 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 excuse. The Secretary of State, upon application by any domestic corporation and satisfactory proof that it has ceased to transact business and that it is not indebted to this State for failure to file an annual report and to pay any fees or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate to the domestic corporation, after which the corporation is excused from filing annual reports with the Secretary of State, so as long as the domestic corporation in fact transacts no business. The name of a corporation remains in the Secretary of State's records of corporate names and is protected for a period of 5 years following excuse.

     Sec. B-135. 13-C MRSA §1623 is enacted to read:

§1623.   Amended annual report of domestic or foreign corporations

     1. Amended annual report. If the information contained in an annual report filed under section 1621 has changed, a domestic or foreign corporation may, if it determines necessary, deliver to the Secretary of State for filing an amended annual report to change the information on file. The amended annual report must be executed as provided by section 121, subsection 5.

     2. Contents. The amended annual report under subsection 1 must set forth:

     3. Period for filing. An amended annual report under subsection 1 may be filed by the domestic corporation or foreign corporation from the date of the original filing until December 31st of that filing year.

     Sec. B-136. 13-C MRSA §1701, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

     1. Application. Except as provided in subsection 2, this Act applies to all domestic corporations in existence on the effective date of this Act that were incorporated under any general statute of this State providing for incorporation of corporations for profit or with shares or under any act providing for the creation of special classes of corporations and any corporation created by special act of the Legislature, if power to amend or repeal the law under which the corporation was incorporated was reserved. Nothing contained in this Act is intended to alter or codify the business judgment rule as developed by the courts of this State or to limit its further development.

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