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USA Statutes : maine
Title : Title 13-B. MAINE NONPROFIT CORPORATION ACT
Chapter : Chapter 12. FOREIGN CORPORATIONS
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Title 13-B - §1201. Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1201. Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs
1. Authorization needed. Except as provided in section 1215, no foreign corporation shall carry on activities in this State until it shall have been
authorized to do so as provided in this chapter, or as provided by some other public law of this State. A foreign corporation
shall not be denied authority to carry on activities in this State solely because the laws of the jurisdiction of its incorporation
differ from the laws of this State with respect to the organization and internal affairs of the corporation.
[1977, c. 525, § 13 (new).]
2. Activities not deemed carrying on affairs. Without excluding other activities which may not constitute carrying on activities in this State, a foreign corporation shall
not be deemed to be carrying on activities in this State, for purposes of this chapter, solely by reason of carrying on in
this State any one or more of the following activities:
A. Maintaining, defending or participating in any action or proceeding whether judicial, administrative, arbitrative or otherwise,
or effecting the settlement thereof or the settlements of claims or disputes;
[1977, c. 525, § 13 (new).]
B. Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;
[1977, c. 525, § 13 (new).]
C. Maintaining bank accounts;
[1977, c. 525, § 13 (new).]
D. Securing or collecting debts or enforcing any rights in property covering the same;
[1977, c. 525, § 13 (new).]
E. Effecting a transaction in interstate or foreign commerce;
[1977, c. 525, § 13 (new).]
F. Conducting within this State an isolated transaction which is completed within a period of 30 days and which is not in the
course of a series or number of repeated transactions;
[1977, c. 525, § 13 (new).]
G. Soliciting by mail contributions to the corporation; or
[1977, c. 525, § 13 (new).]
H. Owning real estate
[1977, c. 525, § 13 (new).]
[1977, c. 525, § 13 (new).]
3. Standard for activities not established. This section shall not be deemed to establish a standard for activities which may subject a foreign corporation to service
of process under this chapter or any other statute of this State.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1202. Application for authority
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1202. Application for authority
1. Application. A foreign corporation may apply for authority to carry on activities in this State by executing and delivering for filing,
as provided by sections 104 and 106, an application setting forth:
A. The name of the corporation;
[1977, c. 525, §13 (new).]
B. The jurisdiction of its incorporation;
[1977, c. 525, §13 (new).]
C. The date of incorporation;
[1999, c. 594, §11 (amd).]
D. A statement of the purpose or purposes which it is authorized to pursue under the laws of its jurisdiction of incorporation;
and a statement of the purpose or purposes which it seeks authority to pursue in this State if it does not ask authority to
pursue all of the purposes authorized under the laws of its jurisdiction of incorporation;
[1977, c. 525, §13 (new).]
E. The address of the registered or principal office of the corporation in the jurisdiction of its incorporation or the principal
office wherever located; and
[1997, c. 376, §26 (amd).]
F. The address of its proposed registered office in this State and the name of its proposed registered agent in this State
at such address.
[1977, c. 525, §13 (new).]
[1999, c. 594, §11 (amd).]
2. Certificate of existence. The application of the corporation for authority must be accompanied by a certificate of existence or 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. The certificate of existence must have been made not more
than 90 days prior to the delivery of the application for filing.
[2003, c. 344, Pt. B, §17 (amd).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
PL 1997,
Ch. 376,
§26
(AMD).
PL 1999,
Ch. 594,
§11
(AMD).
PL 2003,
Ch. 344,
§B17
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1203. Effect of authorization to carry on affairs in State
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1203. Effect of authorization to carry on affairs in State
1. Filing of application authorization to carry on activities. Upon filing by the Secretary of State of the application for authority, the foreign corporation shall be authorized to carry
on activities in this State, and may carry on any activities:
A. Which it is authorized to carry on in the jurisdiction of its incorporation; and
[1977, c. 525, § 13 (new).]
B. Which may be carried on by a domestic corporation organized under this Act, unless in its application for authority, the
corporation expressly limited itself to a lesser number or type of activities, in which case the corporation may carry on
the affairs to which it so limited its application if such affairs qualify under this paragraph and paragraph A.
[1977, c. 525, § 13 (new).]
[1977, c. 525, § 13 (new).]
2. Continuation of authority. Such authority shall continue so long as the corporation retains its authority to carry on such affairs in its jurisdiction
of incorporation, and so long as its authority to carry on affairs in this State has not been revoked or otherwise terminated
as provided in this chapter.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1204. Powers of foreign corporation
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1204. Powers of foreign corporation
A foreign corporation authorized to carry on activities in this State shall, until such authority is revoked or otherwise
terminated, have the same, but no greater, powers, rights and privileges as a domestic corporation organized under this Act,
and except as otherwise provided in this Act, shall be subject to the same duties, restrictions, liabilities and penalties
now or hereafter imposed upon a domestic corporation of like character.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1205. Corporate name of foreign corporation
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1205. Corporate name of foreign corporation
1. Name. A foreign corporation is not authorized to carry on activities in this State unless the name of the corporation complies
with the requirements of section 301-A.
[2003, c. 344, Pt. B, §18 (amd).]
2. Change of name. If a foreign corporation authorized to carry on activities in this State shall change its name in its jurisdiction of incorporation,
it shall, within 30 days after the effective date thereof, amend its application for authority, as provided by section 1207.
[1977, c. 525, §13 (new).]
3. Unavailable name. If the name to which the foreign corporation has changed would be unavailable to it on an original application for authority,
the corporation shall not thereafter carry on any activities in this State until it has adopted or assumed a name which is
available to it under the laws of this State.
[1977, c. 525, §13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
PL 2003,
Ch. 344,
§B18
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1206. Merger of foreign corporation authorized to carry on activities in State
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1206. Merger of foreign corporation authorized to carry on activities in State
Whenever a foreign corporation authorized to carry on activities in this State shall be the surviving corporation in a statutory
merger permitted by the laws of its jurisdiction of incorporation, it shall, within 30 days after the effective date of the
merger, deliver to the Secretary of State for filing, as provided by section 106, a copy of the articles of merger duly authenticated
by the proper officer of the jurisdiction of its incorporation. It shall not be necessary for such corporation to secure either
new or additional authority to carry on activities in this State unless the name of such corporation is changed, or unless
the corporation proposes to carry on other or additional activities than those which it is then authorized to carry on in
this State.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1207. Amended application for authority
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1207. Amended application for authority
1. Provisions for amendment. A foreign corporation authorized to carry on activities in this State shall amend its application for authority if it shall:
A. Change its corporate name, provided that such change has been effected under the laws of its jurisdiction of incorporation;
[1991, c. 465, §28 (amd).]
B. Enlarge, limit or otherwise change the kinds of activities which it seeks authority to engage in in this State; or
[1991, c. 465, §28 (amd).]
C. Change the address of its registered office or principal office.
[1997, c. 376, §27 (amd).]
[1997, c. 376, §27 (amd).]
2. Filing with Secretary of State. Such amendment shall be executed and delivered for filing to the Secretary of State, as provided by sections 104 and 106,
and shall set forth:
A. The name of the foreign corporation as it appears on the index of names of authorized foreign corporations in the office
of the Secretary of State;
[1977, c. 525, §13 (new).]
B. The jurisdiction under the laws of which it is incorporated;
[1977, c. 525, §13 (new).]
C. The date on which it was authorized to carry on activities in this State;
[1977, c. 525, §13 (new).]
D. The proposed amendment to its application of authority;
[1977, c. 525, §13 (new).]
E. If the name of the corporation is to be changed, a statement that the change of name has been effected under the laws of
its jurisdiction of incorporation, and the date the change was effected; and
[1977, c. 525, §13 (new).]
F. If the activities which it is to be authorized to engage in in this State are to be enlarged, limited or otherwise changed,
a statement that it is authorized to carry on those activities under the laws of its jurisdiction of incorporation.
[1977, c. 525, §13 (new).]
[1977, c. 525, §13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
PL 1991,
Ch. 465,
§28,29
(AMD).
PL 1997,
Ch. 376,
§27
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1208. Surrender of foreign corporation's authority to carry on activities in State
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1208. Surrender of foreign corporation's authority to carry on activities in State
1. Surrender of authority. A foreign corporation authorized to carry on activities in this State may surrender its authority by executing and delivering
for filing, as provided in sections 104 and 106, an application for surrender of authority which shall set forth:
A. The name of the foreign corporation as it appears on the index of names of authorized foreign corporations in the office
of Secretary of State;
[1977, c. 525, §13 (new).]
B. The jurisdiction of its incorporation;
[1977, c. 525, §13 (new).]
C. The date on which it was authorized to carry on activities in this State;
[1977, c. 525, §13 (new).]
D. That the corporation is not as of the date of application carrying on activities in this State;
[1977, c. 525, §13 (new).]
E. That it surrenders its authority to carry on activities in this State;
[1977, c. 525, §13 (new).]
F. That it revokes the authority of its registered agent in this State to accept services of process and consents that process
in any action, suit or proceeding based upon any cause of action arising in this State before the date of filing the application
may be served on the Secretary of State after the filing by the Secretary of State of the application; and
[1977, c. 525, §13 (new).]
G. A post office address to which the Secretary of State shall mail a copy of any process served upon him against the corporation.
[1977, c. 525, §13 (new).]
[1977, c. 525, §13 (new).]
2. Termination of authority. The authority of the foreign corporation to carry on activities in this State shall terminate as of the date of filing by
the Secretary of State of the application for surrender of authority.
[1977, c. 525, §13 (new).]
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.
[2003, c. 344, Pt. B, §19 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
PL 2003,
Ch. 344,
§B19
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1209. Foreign corporation's termination of existence in jurisdiction of its incorporation; effect upon authority in this State
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1209. Foreign corporation's termination of existence in jurisdiction of its incorporation; effect upon authority in this State
1. Termination of existence. When a foreign corporation authorized to carry on activities in this State shall be dissolved, or its authority or existence
otherwise cancelled or terminated in its jurisdiction of incorporation, or when the corporation is merged or consolidated
into another foreign corporation which is not authorized to carry on activities in this State, the corporation or its successor
or trustee shall deliver for filing with the Secretary of State a certificate of the appropriate official of its jurisdiction
of incorporation attesting to, or a certified copy of an order or decree of a court of its jurisdiction of incorporation directing
the dissolution of such foreign corporation, the termination of existence, the cancellation or revocation of its authority,
or its merger into or consolidation with another foreign corporation.
[1977, c. 525, § 13 (new).]
2. Effect on authority. The authority of the foreign corporation to carry on activities in this State shall terminate on the effective date of its
dissolution, or of the cancellation of its existence or authority in its jurisdiction of incorporation, or of its merger or
consolidation into another foreign corporation not authorized to carry on activities in this State, as the case may be. If
those persons in charge of the foreign corporation's affairs in this State continue to function in this State under the name
of the foreign corporation after such effective date, the effect shall be the same as that provided for in this Act for foreign
corporations carrying on activities in this State without authority; and the persons in charge of its business in this State
shall, if they know of such cause for termination of authority, be personally liable for the penalties against the corporation
provided for in section 1214. Termination of authority for such cause shall not affect the accrual of or enforcement of any
cause of action against the foreign corporation, its assets in this State, or its successors in interest, nor the usual means
of serving summons upon it, until the certificate or other document required by subsection 1 to be filed is delivered for
filing to the Secretary of State; and thereafter summons may only be served in the manner and in those cases mentioned in
subsection 3.
[1977, c. 525, § 13 (new).]
3. Agent. The Secretary of State shall be the agent of the foreign corporation for service of process in any action, suit, or proceeding
based upon any case of action arising in this State before the date of filing the certificate, order or decree. Service of
summons and proof of service shall be as provided in section 1217.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1210-A. Grounds for revocation
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1210-A. Grounds for revocation
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section
1210-B to revoke the authority of a foreign corporation authorized to carry on activities in this State if:
[2003, c. 631, §5 (new).]
1. Nonpayment of fees or penalties. The foreign corporation does not pay when they are due any fees or penalties imposed by this Act or other law;
[2003, c. 631, §5 (new).]
2. Failure to file annual report. The foreign corporation does not deliver its annual report to the Secretary of State as required by section 1301;
[2003, c. 631, §5 (new).]
3. Failure to pay late filing penalty. The foreign corporation does not pay the annual report late filing penalty as required by section 1302;
[2003, c. 631, §5 (new).]
4. Failure to maintain registered agent or registered office. The foreign corporation fails to appoint or maintain a registered agent or registered office in this State as required by
section 1212;
[2003, c. 631, §5 (new).]
5. Failure to notify of change of registered agent or registered office. The foreign corporation does not notify the Secretary of State that its registered agent or registered office has been changed
or that its registered agent has resigned as required by section 1212;
[2003, c. 631, §5 (new).]
6. Filing of false information. An incorporator, director, officer or agent of the foreign corporation signed a document with the knowledge that the document
was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing; or
[2003, c. 631, §5 (new).]
7. Authenticated certificate of dissolution or merger. The Secretary of State receives a duly authenticated certificate from 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 stating that the foreign
corporation has been dissolved or has disappeared as the result of a merger.
[2003, c. 631, §5 (new).]
Section History:
PL 2003,
Ch. 631,
§5
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1210-B. Procedure for and effect of revocation
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1210-B. Procedure for and effect of revocation
1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1210-A for the revocation of authority,
the Secretary of State shall issue a written notice of that determination to the foreign corporation's last registered office
in this State and to its last registered or principal office in its jurisdiction of incorporation.
[2003, c. 631, §5 (new).]
2. Revocation. The foreign corporation's authority is revoked if within 60 days after the notice under subsection 1 was issued the Secretary
of State determines that the foreign corporation has failed to correct the ground or grounds for revocation. The Secretary
of State shall send notice to the foreign corporation, at its last registered office address in this State and to its last
registered or principal office address in its jurisdiction of incorporation, that recites the ground or grounds for revocation
and the effective date of revocation.
[2003, c. 631, §5 (new).]
3. Authority to carry on activities ceases. The authority of a foreign corporation to carry on activities in this State ceases on the date of revocation of its authority.
[2003, c. 631, §5 (new).]
4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a foreign corporation's authority appoints the Secretary of State as the foreign
corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign
corporation was authorized to carry on activities in this State. Service of process on the Secretary of State under this subsection
is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to
the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication
received from the corporation stating the current mailing address of its principal office or, if no other address is on file,
in its application for authority.
[2003, c. 631, §5 (new).]
5. Registered agent; not terminated. Revocation of a foreign corporation's authority to carry on activities in this State does not terminate the authority of
the registered agent of the corporation.
[2003, c. 631, §5 (new).]
6. Authorization after revocation. A foreign corporation whose authority to carry on activities in this State has been revoked under this section and that
wishes to carry on activities again in this State must be authorized as provided in this chapter.
[2003, c. 631, §5 (new).]
Section History:
PL 2003,
Ch. 631,
§5
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1210-C. Appeal from revocation
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1210-C. Appeal from revocation
1. Petition to appeal revocation. A foreign corporation may appeal the Secretary of State's revocation of its authority to the Kennebec County Superior Court
within 30 days after the notice of revocation. The foreign corporation may appeal by petitioning the court to set aside the
revocation and attaching to the petition copies of its application for authority and the Secretary of State's notice of revocation.
[2003, c. 631, §5 (new).]
2. Court order. The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers
appropriate.
[2003, c. 631, §5 (new).]
3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings.
[2003, c. 631, §5 (new).]
Section History:
PL 2003,
Ch. 631,
§5
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1210. Revocation of foreign corporation's authority to carry on affairs in State (REPEALED)
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1210. Revocation of foreign corporation's authority to carry on affairs in State (REPEALED)
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
PL 1977,
Ch. 694,
§289
(AMD).
PL 1979,
Ch. 127,
§103
(AMD).
PL 1979,
Ch. 541,
§A135
(AMD).
PL 1989,
Ch. 501,
§L41
(AMD).
PL 1993,
Ch. 316,
§42
(AMD).
PL 1999,
Ch. 547,
§B36
(AMD).
PL 1999,
Ch. 547,
§B80
(AFF).
PL 2003,
Ch. 344,
§B20
(AMD).
PL 2003,
Ch. 631,
§4
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1211. Suits by Attorney General against foreign corporations
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1211. Suits by Attorney General against foreign corporations
The Attorney General may bring an action to restrain a foreign corporation from carrying on in this State without authority
any activity for which authority is required by this chapter; any activity which it is not authorized to carry on in its jurisdiction
of incorporation, or which it is not authorized to do under this Act, or which it is engaging in without securing any license
or other authority required under the laws of this State; any activity, authority for which was obtained through fraud, misrepresentation
or concealment of a material fact. A certified copy of any order or judgment restraining or enjoining any such corporation
from carrying on activities or a particular activity in this State shall be filed with the Secretary of State.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1212. Service of process on authorized foreign corporations; registered office and registered agent
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1212. Service of process on authorized foreign corporations; registered office and registered agent
1. Procedures in selecting agent and office. Every foreign corporation authorized to carry on activities in this State shall have and continuously maintain in this State:
A. A registered office which may be, but need not be, the same as its principal office in this State; and
[1977, c. 525, §13 (new).]
B. A registered agent who may be either:
(1) An individual resident in this State whose business office or residential address is identical with the corporation's
registered office; or
(2) A domestic or foreign corporation authorized to do business or carry on activities in this State whose registered office
also serves as the registered office of the corporation.
[1993, c. 316, §43 (rpr).]
[1993, c. 316, §43 (amd).]
1-A. Acceptance of designation of agent. 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 agent delivers a written statement to the Secretary
of State accepting the appointment.
[1997, c. 376, §28 (new).]
2. Registered agent, registered office and changes. A foreign corporation may change its registered agent and registered office or its registered agent by executing and filing,
in accordance with sections 104 and 106, a statement setting forth:
A. The name of the corporation;
[1977, c. 525, §13 (new).]
B. Its jurisdiction of incorporation;
[1977, c. 525, §13 (new).]
C. The date of its authorization to carry on activities in this State;
[1977, c. 525, §13 (new).]
D. The address of its then registered office;
[1977, c. 525, §13 (new).]
E. If its registered office is to be changed, the address to which the registered office is to be changed;
[1977, c. 525, §13 (new).]
F. The name of its then registered agent;
[1977, c. 525, §13 (new).]
G. The name of its successor registered agent;
[1999, c. 594, §12 (amd).]
H. That the registered agent has a business office at the registered office, after giving effect to the changes stated; and
[1977, c. 525, §13 (new).]
I. That each change therein stated was authorized by the board of directors.
[1977, c. 525, §13 (new).]
[1999, c. 594, §12 (amd).]
2-A. Change in name of current registered agent or registered office. If the registered agent of one or more foreign corporations changes its name or registered office from that appearing on
the record in the office of the Secretary of State, the registered agent shall execute and deliver for filing in accordance
with sections 104 and 106 a statement setting forth:
A. The name of the current registered agent;
[1999, c. 594, §13 (new).]
B. If the current registered agent has had a name change, the new name of the registered agent;
[1999, c. 594, §13 (new).]
C. If the address of the registered office has changed, the address of the former registered office;
[1999, c. 594, §13 (new).]
D. The name and jurisdiction of incorporation of each foreign corporation for which the registered agent is the registered
agent;
[1999, c. 594, §13 (new).]
E. The address of the new registered office; and
[1999, c. 594, §13 (new).]
F. A recitation that notice of the change has been sent to each corporation.
[1999, c. 594, §13 (new).]
In lieu of bulk filing, the registered agent may file for each foreign corporation a separate statement containing the information.
[1999, c. 594, §13 (new).]
3. Written notice of resignation. Any registered agent of a foreign corporation may resign as registered agent by filing a written notice of resignation with
the Secretary of State, and by mailing a copy of the notice to the corporation at its last registered or principal office
wherever located, as filed with the Secretary of State. The appointment of the registered agent terminates upon the date of
the filing of the notice by the Secretary of State.
[1999, c. 594, §14 (amd).]
4. Death of registered agent. If any registered agent dies, becomes incapacitated, resigns or is otherwise unable to perform his duties, the foreign corporation
shall promptly appoint another registered agent, and shall execute and file a statement thereof as provided in subsection
2. For whatever reason filed, the statement provided for in subsection 2 is effective, from the time it is filed by the Secretary
of State, to appoint the new agent named therein and to terminate the appointment of the former agent, if any.
[1977, c. 525, §13 (new).]
5. Registered agent served process. The registered agent appointed by a foreign corporation authorized to carry on activities in this State shall be an agent
of such corporation for service of any process, notice or demand required or permitted by law to be served, and such service
shall be binding upon the corporation.
[1977, c. 525, §13 (new).]
6. Service of process. Whenever a foreign corporation authorized to carry on activities in this State shall fail to appoint or maintain a registered
agent in this State, or whenever any such registered agent cannot with reasonable diligence be found at the registered office,
or whenever the certificate of authority of a foreign corporation shall be revoked, then the Secretary of State shall be an
agent of such corporation upon whom any such process, notice or demand may be served. Service on the Secretary of State of
any such process, notice or demand shall be made as provided in section 1217.
[1977, c. 525, §13 (new).]
7. Right to serve process not limited. Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by
law to be served upon a corporation in any other manner now or hereafter permitted by statute or rule of court.
[1977, c. 525, §13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
PL 1979,
Ch. 663,
§73
(AMD).
PL 1989,
Ch. 501,
§L42
(AMD).
PL 1993,
Ch. 316,
§43
(AMD).
PL 1997,
Ch. 376,
§28
(AMD).
PL 1997,
Ch. 376,
§29
(AMD).
PL 1999,
Ch. 594,
§12-14
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1213. Service of process on foreign corporation not authorized to carry on activities in State
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1213. Service of process on foreign corporation not authorized to carry on activities in State
1. Limited jurisdiction. Every foreign corporation that carries on any activities in this State without having been authorized to carry on activities
in this State thereby submits itself to the jurisdiction of the courts of this State, with respect to any action arising out
of or in connection with activities actually carried on in this State, and also thereby designates the Secretary of State
as its agent upon whom any process, notice or demand upon it may be served in any action or proceeding arising out of or in
connection with the carrying on of any activities in this State.
[RR 1991, c. 2, §47 (cor).]
2. Other methods of service. In addition to other methods of service which may be authorized by statute or by rule, service of such process may be made
as provided in section 1217.
[1977, c. 525, §13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
RR 1991,
Ch. 2,
§47
(COR).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1214. Effect of foreign corporation carrying on activities in State without authority
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1214. Effect of foreign corporation carrying on activities in State without authority
1. Corporation liable. A foreign corporation which carries on activities in this State without authority, when such authority is required by this
Act, shall be liable to this State for all fees and penalties which would have been imposed under this Act upon such corporation
had it duly applied for and received authority under this chapter, for the years or parts thereof during which it carried
on activities in this State without authority. In addition, such corporation shall be liable to the State in the sum of $25
per day for each day it fails to pay such fees and penalties. The Attorney General shall bring proceedings to recover all
such amounts due under this section.
[1977, c. 525, § 13 (new).]
2. Corporation may be sued. A foreign corporation carrying on activities in this State without authority, when such authority is required by this Act,
shall not maintain any action, suit or proceeding in this State unless and until such corporation shall have been authorized
to carry on activities in this State and shall have paid to the State all fees and penalties due under subsection 1. This
prohibition shall apply to any assignee except a subrogee; and shall apply to a successor in interest, whether by merger,
consolidation or otherwise, and to a purchaser of all or substantially all of the assets of such corporation. If it appears
in any pending action that the plaintiff is such a foreign corporation carrying on activities in this State without authority,
or is such an assignee, successor or purchaser, the action shall abate until such foreign corporation becomes authorized to
carry on activities in this State, or shall be dismissed without prejudice to the right to bring the same after the foreign
corporation becomes so authorized.
[1977, c. 525, § 13 (new).]
3. Failure to obtain authority to carry on activities. The failure of a foreign corporation to obtain authority to carry on activities in this State shall not impair the validity
of any contract or act of such corporation or the right of any other party to the contract to maintain an action or other
proceeding thereon, and shall not prevent such corporation from defending any action, suit or proceeding in this State.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1215. Application of chapter to corporations previously authorized to carry on activities in State
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1215. Application of chapter to corporations previously authorized to carry on activities in State
1. Continuation of activities. Every foreign corporation which, on the effective date of this Act, is authorized to carry on activities in this State shall
continue to have such authority for any purpose or purposes for which a corporation might secure authority under this chapter.
Such foreign corporation shall have the same rights and privileges, and shall be subject to the same duties, limitations,
restrictions, liabilities and penalties as a foreign corporation authorized under this chapter.
[1977, c. 525, § 13 (new).]
2. Qualified to carry on activities. Every foreign corporation which, on the effective date of this Act, was lawfully carrying on activities in this State, even
though not theretofore qualified as a foreign corporation or otherwise expressly authorized to do so, may continue to carry
on such activities, and in every other respect such foreign corporation shall be treated as though it were a foreign corporation
authorized to carry on activities in this State.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1216. Members' inspection of records of foreign corporations
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1216. Members' inspection of records of foreign corporations
1. Right to inspect corporate records. Every foreign corporation, authorized to carry on activities in this State and actually keeping or maintaining within this
State any books or records, shall afford to its members the same right to inspect books and records kept or maintained in
this State, including, but not limited to, records of members as is provided in this Act in the case of domestic corporations.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007Title 13-B - §1217. Service of process on Secretary of State for foreign corporation
Title 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 12: FOREIGN CORPORATIONS
§1217. Service of process on Secretary of State for foreign corporation
Whenever any process, notice or demand is to be served on the Secretary of State as the agent of a foreign corporation pursuant
to a provision of this chapter:
[1977, c. 525, § 13 (new).]
1. Process; how served. The process, notice or demand shall be served by delivering it to the Secretary of State or to any person designated by him
to receive such service;
[1977, c. 525, § 13 (new).]
2. Plaintiff to send duplicate copy to foreign corporation. The plaintiff shall promptly send a duplicate copy of the process, notice or demand via registered or certified mail, return
receipt requested, marked "deliver to addressee only," to the foreign corporation at:
A. Its last registered office in this State on file in the office of the Secretary of State, if any; and
[1977, c. 525, § 13 (new).]
B. Its last registered or principal office in the jurisdiction of its incorporation on file in the office of the Secretary
of State, if any; or, if no such office has been listed in the office of the Secretary of State, at the last address of the
corporation known to the plaintiff; and
[1977, c. 525, § 13 (new).]
[1977, c. 525, § 13 (new).]
3. Proof of service. Proof of service shall be by return of service on the Secretary of State, and by an affidavit of the plaintiff or his attorney
setting forth his compliance with subsection 2, to which affidavit shall be appended the return receipt signed by such foreign
corporation or other official proof of delivery or, if acceptance was refused or the addressee was not found at the address
given, the original envelope bearing the notation of the postal authorities showing the reason for nondelivery. Service is
complete when subsections 1 and 2 have been complied with.
[1977, c. 525, § 13 (new).]
Section History:
PL 1977,
Ch. 525,
§13
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
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