LD 2290
pg. 8
Page 7 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 9 of 31
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LR 3693
Item 1

 
G.__The conversion does not affect any obligations or
liability of the converting business entity incurred before
its conversion to the resulting business entity.

 
9.__Continuation of business.__Unless otherwise agreed or as
required under applicable law, the converting business entity may
not be required to conclude its affairs or pay its liabilities
and distribute its assets, and the conversion does not constitute
a dissolution of the converting business entity.

 
§913.__Approval of conversion of corporation

 
A corporation may convert to another business entity upon the
authorization of the conversion in accordance with this section
and fulfillment of the requirements of section 912 and other
applicable statutes governing conversion to another business
entity.__The board of directors of the corporation shall adopt a
written plan of conversion and shall submit the plan of
conversion for approval of the shareholders in the manner
provided for shareholder approval of a plan of merger under
section 902 for a merger requiring shareholder approval.__After a
plan of conversion is authorized and at any time before the
certificate of conversion is filed with the Secretary of State,
the planned conversion may be abandoned, subject to any
contractual rights, without further shareholder action in
accordance with the procedures set forth in the plan of
conversion or, if none is set forth, in the manner determined by
the board of directors.

 
Sec. 2. 13-A MRSA §1401, sub-§15, as amended by PL 1989, c. 501, Pt.
L, §27, is further amended to read:

 
15. Articles of amendment, as provided by section 803, 805 or
810, $35 $60; and if the amendment increases the total authorized
capital stock, the additional amount specified in section 1403,
subsection 3, but not less than an additional $35; and if it
changes the corporation's purposes, a further additional amount
of $20;

 
Sec. 3. 13-A MRSA §1401, sub-§§26, 27 and 29, as amended by PL 1989, c.
501, Pt. L, §27, are further amended to read:

 
26. Articles of merger of a foreign corporation, as provided
by section 1206, $35 $60;

 
27. An amendment to a foreign corporation's application for
authority to do business in this State as provided by section
1207, $35 $60;


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