LD 1539
pg. 45
Page 44 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 46 of 101
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LR 1942
Item 1

 
Sec. B-90. 13-C MRSA §1006, sub-§1, ¶¶B, C and F, as enacted by PL 2001,
c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

 
B. The text of each amendment adopted or the information
required by section 121, subsection 10, paragraph E;

 
C. If an amendment provides for an exchange,
reclassification or cancellation of issued shares,
provisions for implementing the amendment if not contained
in the amendment itself, which may be dependent upon facts
objectively ascertainable outside the articles of amendment
in accordance with section 121, subsection 10;

 
F. If an amendment required approval by the shareholders, a
statement that the amendment was duly approved by the
shareholders in the manner required by this Act and by the
articles of incorporation or, if an amendment is being filed
pursuant to section 121, subsection 10, a statement to that
effect.

 
Sec. B-91. 13-C MRSA §1007, sub-§1, as enacted by PL 2001, c. 640, Pt.
A, §2 and affected by Pt. B, §7, is amended to read:

 
1. Consolidation into single document. A corporation's board
of directors may restate its articles of incorporation at any
time, with or without shareholder approval, to consolidate all
amendments into a single document. The restatement may omit
statements as to the incorporator or incorporators and the
initial directors.

 
Sec. B-92. 13-C MRSA §§1102 and 1103, as enacted by PL 2001, c. 640,
Pt. A, §2 and affected by Pt. B, §7, are amended to read:

 
§1102. Merger

 
1. General authority of domestic corporations. One or more
domestic business corporations may merge with one or more
domestic or foreign business or nonprofit corporations or
unincorporated eligible entities pursuant to a plan of merger
under this section.

 
2. Merger with foreign entities. A foreign business or
nonprofit corporation or a foreign unincorporated eligible entity
may be a party to a merger with a domestic business corporation
or may be created by the terms of a plan of merger under this
section only if the merger is permitted by the laws under which
the foreign business or nonprofit corporation or unincorporated
eligible entity is organized or by which it is governed; and


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