Maine Revised Statutes

§1301. Annual report of domestic and foreign corporations; excuse

1. Annual report.  Each domestic corporation, unless excused as provided in subsection 5, and each foreign corporation authorized to carry on activities in this State shall deliver for filing, within the time prescribed by this Act, an annual report to the Secretary of State setting forth:
A. The name of the domestic or foreign corporation and the jurisdiction of its incorporation; [2007, c. 323, Pt. B, §27 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]
B. The information required by Title 5, section 105, subsection 1; [2007, c. 323, Pt. B, §27 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]
C. The names and business or residence addresses, of the president, the treasurer, the registered agent, the secretary or clerk, and directors of the corporation, including the street or rural route number, town or city and state; [2007, c. 323, Pt. B, §27 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]
D. A brief statement of the character of the activities in which the domestic or foreign corporation is actually engaged in this State, if any; and [2007, c. 323, Pt. B, §27 (NEW); 2007, c. 323, Pt. G, §4 (AFF).]
E. The address of its principal office, wherever located. [2007, c. 323, Pt. B, §27 (NEW); 2007, c. 323, Pt. G, §4 (AFF).]
[ 2007, c. 323, Pt. B, §27 (AMD); 2007, c. 323, Pt. G, §4 (AFF) .]
2. Information contained in annual report.  The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in subsection 4. The information contained in the annual report must be current as of the date the report is signed.
[ 1993, c. 680, Pt. A, §23 (RPR) .]
2-A. Information contained in annual report.
[ 1993, c. 680, Pt. A, §23 (RP) .]
3. Execution.  The annual report must be executed as provided by section 104, except that signing by the president, a vice-president, the secretary, the treasurer, an assistant secretary or any other duly authorized individual without a 2nd signature is deemed valid under section 104, subsection 1, paragraph B, subparagraph (2).
[ 1993, c. 680, Pt. A, §23 (RPR) .]
4. Filing.  Subject to rules adopted under section 1302-A, subsection 4, the annual report must be delivered for filing to the Secretary of State or a designee. The annual reports may be delivered to the Secretary of State on a staggered basis as defined by the Secretary of State by rule in accordance with the Maine Administrative Procedure Act. The report must apply to the 12-month period specified by the Secretary of State. Proof to the satisfaction of the Secretary of State that the report was deposited in the United States mail in a sealed envelope, properly addressed and with postage prepaid, before the date that penalties become effective for late delivery of annual reports, as established by the Secretary of State by rule, is considered compliance with this subsection. One copy of the report, together with the filing fee required by this Act, must be delivered for filing to the Secretary of State, who shall file the report if the Secretary of State finds that it conforms to the requirements of this Act. If the Secretary of State finds that the report does not conform, the Secretary of State shall promptly mail or otherwise return the report to the corporation for necessary corrections, in which event the penalties prescribed by this Act for failure to file the report within the time provided in this section do not apply if the report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days from the date on which it was mailed or otherwise returned to the corporation by the Secretary of State.
[ 1993, c. 680, Pt. A, §23 (RPR) .]
5. Certificate of excuse.  The Secretary of State, upon application by a corporation and satisfactory proof that it has ceased to carry on activities, shall file a certificate of that fact and shall give a duplicate certificate to the corporation. The corporation is then excused from filing annual reports with the Secretary of State as long as the corporation carries on no activities.  The name of a corporation remains in the Secretary of State's record of corporate names and is protected for a period of 5 years following the filing of the certificate under this subsection.
[ 2007, c. 535, Pt. A, §2 (AMD); 2007, c. 535, Pt. A, §7 (AFF) .]
6. Vote to carry on activities.  The members entitled to vote or, if none, the directors of a corporation that has been excused pursuant to subsection 5 may vote to resume carrying on activities at a meeting duly called and held for that purpose. A certificate executed and filed as provided in sections 104 and 106, setting forth that a members' or directors' meeting was held, the date and location of the meeting and that a majority of the members or directors voted to resume carrying on activities, authorizes that corporation to carry on activities; after that certificate is filed, the corporation is required to file annual reports beginning with the next reporting deadline following resumption as established by subsection 4.
[ 1993, c. 680, Pt. A, §23 (RPR) .]
SECTION HISTORY
1977, c. 525, §13 (NEW). 1977, c. 696, §161 (AMD). 1987, c. 402, §C4 (AMD). 1989, c. 501, §L43 (AMD). 1989, c. 875, §E11 (AMD). RR 1991, c. 2, §48 (COR). 1991, c. 465, §30 (AMD). 1991, c. 780, §U16 (AMD). 1991, c. 837, §A37 (AMD). 1993, c. 316, §44 (RPR). 1993, c. 349, §35 (RPR). 1993, c. 680, §A23 (RPR). 1995, c. 458, §10 (AMD). 1997, c. 376, §30 (AMD). 2007, c. 323, Pt. B, §27 (AMD). 2007, c. 323, Pt. G, §4 (AFF). 2007, c. 535, Pt. A, §2 (AMD). 2007, c. 535, Pt. A, §7 (AFF).

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