LD 1539
pg. 97
Page 96 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 98 of 101
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LR 1942
Item 1

 
mail a copy of any process served on the Secretary of State. This
is a similar provision to other parts of Title 13-C that describe a
corporation's withdrawal from this State;

 
56. It provides that terms of a plan of entity conversion may
be made dependent upon extrinsic facts;

 
57. It clarifies the voting requirements for an entity
conversion;

 
58. It corrects language that references a corporation but
should reference an unincorporated entity relative to the
conversion to a domestic business corporation;

 
59. It clarifies the voting requirements for amendments of
articles of incorporation;

 
60. It clarifies that an amendment to articles of
incorporation and a plan of merger or share exchange may be
approved by unanimous shareholder consent, in which case no
action of the board of directors is required;

 
61. It adopts conforming changes to address filings that
depend upon extrinsic facts;

 
62. It clarifies that restated articles of incorporation may
omit certain information;

 
63. It clarifies that articles of merger or share exchange
filed under Title 13-C, section 1106 may be combined with any
filing required under the organic law of any domestic eligible
entity involved in the transaction if the combined filing
satisfies the requirements of both Title 13-C, section 1106 and
the other organic law;

 
64. It adds language to require the type of entity and
jurisdictions of the parties to a merger or share exchange;

 
65. It adds language to require that when a merger is
effective, the foreign corporation or foreign other entity that
is the survivor of the merger must provide an address to which
the Secretary of State may mail a copy of any process served on
the Secretary of State. This is a provision similar to other
parts of Title 13-C that describe a corporation's withdrawal from
this State;

 
66. It adds language to require the names, types of entity
and jurisdictions of the parties to a merger or share exchange
when articles of abandonment are filed;


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