Corporate Dissolution Package

Statutory Reference:

Maine Revised Statutes: Title 13-C; Chapter 14: Dissolution. §1401-§1410

http://janus.state.me.us/legis/statutes/13-C/title13-Cch14sec0.html

(1) §1401. Dissolution by incorporators or initial directors [Use FORM 1, below]

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:

1. Name. The name of the corporation;
2. Date. The date of incorporation;
3. Shares. That none of the corporation's shares have been issued or that the corporation has not commenced business;
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;
6. Authorization of dissolution. That a majority of the incorporators or initial directors authorized the dissolution;
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.

(2) §1402. Dissolution by board of directors and shareholders [Use FORM 2, below]

1. Dissolution proposal. A corporation's board of directors may propose dissolution for submission to the shareholders.

2. Adoption of proposal of dissolution. For a proposal to dissolve to be adopted:

A. A corporation's board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation and communicates the basis for its determination to the shareholders; and

B. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5.

3. Condition submission of proposal. A corporation's board of directors may condition the board of directors' submission of the proposal for dissolution on any basis.

4. Notice of meeting to dissolve. A corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.

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.

(3) §1403. Dissolution by written consent of all shareholders [Use FORM 2, below]

A proposal to dissolve may be approved by written consent of shareholders entitled to vote as provided in section 704. If 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.

§1404. Articles of dissolution

1. File articles of dissolution with Secretary of State. At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:

A. The name of the corporation;

B. The date dissolution was authorized and the effective date of the dissolution; &

C. If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this Act and by the corporation's articles of incorporation.

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

3. Dissolved corporation. For purposes of this subchapter, "dissolved corporation" means a corporation whose articles of dissolution have become effective. "Dissolved corporation" includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.

§1406. Effect of dissolution

1. Extension of corporate existence. A dissolved corporation continues corporate existence for a period not exceeding 3 years from the effective date of the articles of dissolution, except that the 3-year period may be extended if the extension is approved by 2/3 vote of the shareholders of the dissolved corporation and notice of the extension is filed with the Secretary of State prior to the expiration of the 3-year period. A dissolved corporation may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including:

A. Collecting the corporation's assets;

B. Disposing of properties that will not be distributed in kind to shareholders;

C. Discharging or making provision for discharging its liabilities;

D. Distributing remaining property among shareholders according to their interests; and

E. Doing every other act necessary to wind up and liquidate its business and affairs.

2. Dissolution; exclusions. Dissolution of a corporation does not:

A. Transfer title to the corporation's property;

B. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

C. Subject the corporation's directors or officers to standards of conduct different from those prescribed in chapter 8;

D. Change quorum or voting requirements for the board of directors or shareholders; change provisions for selection, resignation or removal of the directors or officers or both; or change provisions for amending its bylaws

E. Prevent commencement of a proceeding by or against the corporation in its corporate name;

F. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

G. Terminate the authority of the clerk of the corporation.

3. Abatement of action. With respect to any action, suit or proceeding begun by or against the corporation prior to the commencement of or during the 3-year period after the date of its dissolution, the action does not abate by reason of the dissolution of the corporation; the corporate existence of the dissolved corporation, solely for purposes of the action, suit or proceeding, continues beyond that period and until any judgments, orders or decrees are fully executed.

§1407. Known claims against dissolved corporation

1. Disposition of known claims. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution.

2. Written notice. The written notice required by subsection 1 must: [See FORM 3, below]

A. Describe information that must be included in a claim against the corporation;

B. Provide a mailing address where a claim may be sent;

C. State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

D. State that the claim may be barred if not received by the deadline.

3. Claim barred. A claim against the dissolved corporation, other than a liquidated claim that is known to the corporation, has fully matured and is not disputed in good faith by the corporation, is barred:

A. If a claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline; or

B. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.

4. Claim. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

§1408. Other claims against dissolved corporation

1. Publish notice of dissolution. In addition to the written notice under section 1407, a dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.

2. Content of notice. The notice under section 1 must:

A. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if there is no principal office in this State, its registered office is or was last located;

B. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

C. State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.

3. Claim barred. If the dissolved corporation publishes a newspaper notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice:

A. A claimant who was not given written notice under section 1407;

B. A claimant whose claim was timely sent to the dissolved corporation but not acted on;

C. A claimant whose claim is contingent on or is based on an event occurring after the effective date of dissolution.

4. Enforcement of claim. A claim that is not barred by subsection 3 or section 1407, subsection 2 may be enforced:

A. Against the dissolved corporation to the extent of its undistributed assets; or

B. Except as provided in section 1409, subsection 4, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.

FORM 1

USE THIS FORM ONLY IF YOU ARE DISSOLVING YOUR CORPORATION USING METHOD (1)

ARTICLES OF DISSOLUTION
Dissolution by Incorporators or Initial Directors

Download the form by clicking the link below, or copying the link into the address window
of your web browser.

http://www.uslegalforms.com/dissolution/ME/ME-Diss-initial.pdf

The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In
the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you
can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The
download is quick and easy.

Fill out this form, and mail it in as directed.
Don't forget to enclose the filing fee.

FORM 2

USE THIS FORM ONLY IF YOU ARE DISSOLVING YOUR CORPORATION USING METHOD (2) or (3)

ARTICLES OF DISSOLUTION
Dissolution by Board of Directors and Shareholders, or
Dissolution by Written Consent of All Shareholders

Download the form by clicking the link below, or copying the link into the address window
of your web browser.

http://www.uslegalforms.com/dissolution/ME/ME-Diss.pdf

The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In
the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you
can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The
download is quick and easy.

Fill out this form, and mail it in as directed.
Don't forget to enclose the filing fee.

FORM 3

NOTICE TO KNOWN CLAIMANTS
(§1407, above)

NOTICE TO KNOWN CLAIMANTS

You are hereby notified that on the day of , , a Maine corporation, filed Articles of Dissolution with the Secretary of State.

You may be able to assert a claim against the corporation. If you have a claim against the corporation, describe the claim and mail it to the address listed below. Your claim must be received by (this can be no less than 120 days from the date of this notice).

Information you MUST include in your claim includes:

You must mail your claim to the corporation at the following address:

YOUR CLAIM MAY BE BARRED IF WRITTEN NOTICE OF YOUR IS NOT RECEIVED BY THE DEADLINE.

Name of Corporation:

Title:

FORM 4

NOTICE OF DISSOLUTION
FOR PUBLISHING IN NEWSPAPER
(§1408, above)

NOTICE OF DISSOLUTION

You are hereby notified that on the day of , , a Maine corporation, filed Articles of Dissolution with the Secretary of State.

You may be able to assert a claim against the corporation. If you have a claim against the corporation, describe the claim and mail it to the address listed below. A claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.

Information you MUST include in your claim includes:

You must mail your claim to the corporation at the following address:

A claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.

Name of Corporation:

Title: