CHAPTER 594
H.P. 1664 - L.D. 2333
An Act to Clarify the Laws Relating to Corporate and Other Entities
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 13-A MRSA §104, sub-§1, ¶D, as enacted by PL 1997, c. 376, §7, is amended to read:
D. In the case of an application for authority to do business, as provided by paragraph B any duly authorized individual and by the registered agent as required by section 1212, subsection 1-A. All other documents filed on behalf of foreign corporations may be signed by any duly authorized individual except as provided by section 1212, subsection 1-A or 2-A.
Sec. 2. 13-A MRSA §304, sub-§2, as amended by PL 1971, c. 565, §10, is further amended to read:
2. 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, and shall perform those duties required of him the clerk by section 714 and elsewhere in this Act. The "clerk's office" of corporations existing on December 31, 1971 shall be deemed the "registered office" of those corporations, for purposes of this Act, until such office is changed pursuant to this section.
Sec. 3. 13-A MRSA §304, sub-§6, ¶A-1, as enacted by PL 1977, c. 130, §1, is amended to read:
A-1. If the name of the current clerk has changed had a name change, the new name of the clerk;
Sec. 4. 13-A MRSA §1202, sub-§1, ¶C, as enacted by PL 1971, c. 439, §1, is amended to read:
C. The date of incorporation and the period of duration of the corporation;
Sec. 5. 13-A MRSA §1212, sub-§2, ¶G, as enacted by PL 1971, c. 439, §1, is amended to read:
G. If its registered agent is to be changed, the The name of its successor registered agent;
Sec. 6. 13-A MRSA §1212, sub-§2-A, ¶A, as enacted by PL 1973, c. 483, §20, is amended to read:
A. The name of the registered agent appearing on the record in the office of the Secretary of State;
Sec. 7. 13-A MRSA §1212, sub-§2-A, ¶A-1 is enacted to read:
A-1. If the current registered agent has had a name change, the new name of the registered agent;
Sec. 8. 13-A MRSA §1212, sub-§3, as amended by PL 1993, c. 316, §21, is further amended to read:
3. Any registered agent of a foreign corporation may resign as such registered agent by filing a written notice of resignation with the Secretary of State, and by mailing a copy thereof of the notice to the corporation at its last registered or principal office in its jurisdiction of incorporation wherever located, as filed with the Secretary of State. The appointment of such registered agent terminates upon the date of the filing of such the notice by the Secretary of State.
Sec. 9. 13-B MRSA §104, sub-§1, ¶D, as enacted by PL 1997, c. 376, §17, is amended to read:
D. In the case of an application for authority to carry on activities, as provided by paragraph B by any duly authorized individual and by the registered agent as required by section 1212, subsection 1-A;. All other documents filed on behalf of foreign corporations may be signed by any duly authorized individual except as provided by section 1212, subsection 1-A or 2-A;
Sec. 10. 13-B MRSA §305, sub-§1, ¶E, as enacted by PL 1977, c. 525, §13, is amended to read:
E. If its registered agent is changed, the The name of its successor registered agent;
Sec. 11. 13-B MRSA §1202, sub-§1, ¶C, as enacted by PL 1977, c. 525, §13, is amended to read:
C. The date of incorporation and the period of duration of the corporation;
Sec. 12. 13-B MRSA §1212, sub-§2, as amended by PL 1997, c. 376, §29, is further amended to read:
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;
B. Its jurisdiction of incorporation;
C. The date of its authorization to carry on activities in this State;
D. The address of its then registered office;
E. If its registered office is to be changed, the address to which the registered office is to be changed;
F. The name of its then registered agent;
G. If its registered agent is to be changed, the The name of its successor registered agent;
H. That the registered agent has a business office at the registered office, after giving effect to the changes stated; and
I. That each change therein stated was authorized by the board of directors.
In the alternative, if the registered agent for one or more foreign corporations changes the address of his or its office from the registered office appearing on the record in the office of the Secretary of State, the registered agent may change the registered office of such corporation by filing, in accordance with section 106, a statement executed by the registered agent and setting forth, for each foreign corporation for which he or it is such registered agent, the information required by paragraphs A, B, D, E and H and reciting that notice of such change has been sent to each of such foreign corporations.
Sec. 13. 13-B MRSA §1212, sub-§2-A is enacted to read:
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;
B. If the current registered agent has had a name change, the new name of the registered agent;
C. If the address of the registered office has changed, the address of the former registered office;
D. The name and jurisdiction of incorporation of each foreign corporation for which the registered agent is the registered agent;
E. The address of the new registered office; and
F. A recitation that notice of the change has been sent to each corporation.
In lieu of bulk filing, the registered agent may file for each foreign corporation a separate statement containing the information.
Sec. 14. 13-B MRSA §1212, sub-§3, as amended by PL 1989, c. 501, Pt. L, §42, is further amended to read:
3. Written notice of resignation. Any registered agent of a foreign corporation may resign as an 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 in its jurisdiction of incorporation wherever located, as filed with the Secretary of State. The appointment of an the registered agent shall terminate terminates upon the date of the filing of the notice by the Secretary of State.
Sec. 15. 13-B MRSA §1401, sub-§6, as amended by PL 1979, c. 127, §104, is further amended to read:
6. Statement of change in registered agent or registered agent and registered office. Statement changing the of change in registered agent or a statement of change of address of registered agent and registered office, as provided by section 305, subsection 1, $5;
Sec. 16. 13-B MRSA §1401, sub-§8, as enacted by PL 1977, c. 525, §13, is amended to read:
8. Statement of change in registered office. Statement of change of in registered office, as provided by section 305, subsection 3, $5 for each corporation listed; or when separate statements are filed at one time, $5 for each separate statement up to but not exceeding 100 statements, $2 for each separate statement over 100 but not exceeding 200 statements, and $1 for each separate statement over 200 statements;
Sec. 17. 13-B MRSA §1401, sub-§27, as amended by PL 1979, c. 127, §110, is further amended to read:
27. Statement of change in registered agent or registered agent and registered office. Statement of change of in registered office agent or registered agent, or both, and registered office as provided by section 1212, subsection 2, $5;
Sec. 18. 13-B MRSA §1401, sub-§29, as corrected by RR 1991, c. 2, §49, is amended to read:
29. Statement of change in registered office. Statement of change in registered office or agent, as provided in section 1212, subsection 2 2-A, $5 for each foreign corporation listed; or when separate statements are filed at one time, $5 for each separate statement up to but not exceeding 100 statements, $2 for each separate statement over 100 but not exceeding 200 statements, $1 for each statement over 200 statements;
Sec. 19. 31 MRSA §407, sub-§3, ¶B, as amended by PL 1993, c. 316, §51, is repealed and the following enacted in its place:
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited partnerships; and
(3) An affidavit, signed by the registered agent, setting forth the following information:
(a) The date on which the notice of resignation was sent by certified or registered mail to a general partner of each limited partnership from which the registered agent is resigning as registered agent; and
(b) The name, capacity and address of the general partner for each limited partnership to which the notice of resignation was sent.
A resignation takes effect under this paragraph upon filing the certificate with the Secretary of State.
Sec. 20. 31 MRSA §422, sub-§3, ¶¶B and C, as enacted by PL 1991, c. 552, §2 and affected by §4, are amended to read:
B. The withdrawal of a general partner; or
C. A change in the name of the limited partnership, or, except as provided in section 407, subsections 2 and 3, a change in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.;
Sec. 21. 31 MRSA §422, sub-§3, ¶¶D and E are enacted to read:
D. A change in the registered agent and registered office as provided in section 407, subsection 2, paragraph A or a change in the registered office or a change in the name of any person acting as the registered agent as provided in section 407, subsection 2, paragraph B; or
E. A resignation of a registered agent as provided in section 407, subsection 3.
Sec. 22. 31 MRSA §526, sub-§5, as amended by PL 1993, c. 316, §67, is further amended to read:
5. Change of registered agent and registered office or registered office for domestic limited partnerships. For filing of a certificate by a registered agent under section 407, subsection 2, paragraph B to change the registered office or to change the name of the current registered agent or for filing of a certificate of amendment under section 422, changing to change the registered agent or address of the and registered office or resigning for filing a notice of resignation of a registered agent under section 407, subsection 3, a fee in the amount of $20;
Sec. 23. 31 MRSA §526, sub-§9, as amended by PL 1993, c. 316, §71, is further amended to read:
9. Change of registered agent and registered office or registered office for foreign limited partnerships. For filing of a certificate by a registered agent under section 494, subsection 3, paragraph B to change the registered office or to change the name of the current registered agent or for filing of a certificate of amendment under section 495, changing to change the registered agent or address of the and registered office or resigning for filing a notice of resignation of a registered agent under section 494, subsection 4, a fee in the amount of $30;
Sec. 24. 31 MRSA §607, sub-§5, ¶B, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed and the following enacted in its place:
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited liability companies; and
(3) An affidavit, signed by the registered agent, setting forth the following information:
(a) The date on which the notice of resignation was sent by certified or registered mail to a manager or, if there is no manager, to a member of each limited liability company from which the registered agent is resigning as registered agent; and
(b) The name, capacity and address of a manager or, if there is no manager, a member for each limited liability company to which the notice of resignation was sent.
A resignation takes effect under this paragraph upon filing a certificate with the Secretary of State.
Sec. 25. 31 MRSA §714, sub-§4, ¶B, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed and the following enacted in its place:
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited liability companies; and
(3) An affidavit, signed by the registered agent, setting forth the date on which the notice of resignation was sent by certified or registered mail to the registered or principal office of each limited liability company, wherever located, from which the registered agent is resigning as registered agent.
A resignation takes effect under this paragraph upon filing the certificate with the Secretary of State.
Sec. 26. 31 MRSA §751, sub-§§6 and 14, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:
6. Change of registered agent and registered office or registered office for domestic limited liability companies. For filing of a certificate by a registered agent under section 607, subsection 3, paragraph B to change the registered office or to change the name of the current registered agent or for filing of a certificate of amendment under section 623 changing to change the registered agent or address of the and registered office or the for filing a notice of resignation of the registered agent under section 607, subsection 5, a fee of $20;
14. Change of registered agent and registered office or registered office for foreign limited liability companies. For filing of a certificate by a registered agent under section 714, subsection 3, paragraph B to change the registered office or to change the name of the current registered agent or for filing of a certificate of amendment under section 715 changing to change the registered agent or address of the and registered office or the for filing a notice of resignation of the registered agent under section 714, subsection 4, a fee of $30;
Sec. 27. 31 MRSA §807, sub-§5, ¶B, as enacted by PL 1995, c. 633, Pt. B, §1, is repealed and the following enacted in its place:
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited liability partnerships; and
(3) An affidavit, signed by the registered agent, setting forth the following information:
(a) The date on which the notice of resignation was sent by certified or registered mail to a partner of each registered limited liability partnership from which the registered agent is resigning as registered agent; and
(b) The name, capacity and address of a partner for each registered limited liability partnership to which the notice of resignation was sent.
Sec. 28. 31 MRSA §823, sub-§3, ¶B, as enacted by PL 1995, c. 633, Pt. B, §1, is repealed and the following enacted in its place:
B. Except as provided in the following:
(1) A change in the registered agent and registered office as provided in section 807, subsection 3, paragraph A or a change in the registered office or a change in the name of any person acting as the registered agent as provided in section 807, subsection 3, paragraph B; or
(2) A resignation of a registered agent as provided in section 807, subsection 5;
Sec. 29. 31 MRSA §871, sub-§§6 and 12, as enacted by PL 1995, c. 633, Pt. B, §1, are amended to read:
6. Change of registered agent and registered office or registered office for registered limited liability partnerships. For filing a certificate by a registered agent under section 807, subsection 3, paragraph B to change the registered office or to change the name of the current registered agent or for filing a certificate of amendment under section 823 changing to change the registered agent or address of the and registered office or containing the for filing a notice of resignation of the registered agent under section 807, subsection 5, a fee of $20;
12. Change of registered agent and registered office or registered office for foreign limited liability partnerships. For filing a certificate by a registered agent under section 854, subsection 3, paragraph B to change the registered office or to change the name of the current registered agent or for filing a certificate of amendment under section 855 changing to change the registered agent or address of the and registered office or containing the for filing a
notice of resignation of the registered agent under section 854, subsection 4, a fee of $30;
Effective August 11, 2000, unless otherwise indicated.
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