§1401. Dissolution by incorporators or initial directors 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: [PL 2001, c. 640, Pt. A, §2 […]
§1402. Dissolution by board of directors and shareholders 1. Dissolution proposal. A corporation’s board of directors may propose dissolution for submission to the shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2. Adoption of proposal of dissolution. For a proposal to dissolve to be adopted: […]
§1403. Dissolution by written consent of all shareholders 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 […]
§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; [PL 2001, c. 640, Pt. A, §2 (NEW); PL […]
§1405. Revocation of dissolution 1. Revoke dissolution. A corporation may revoke its dissolution within 120 days of its effective date. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2. Authorization of revocation. Revocation of dissolution must be authorized in the same manner as the dissolution was […]
§1406. Effect of dissolution 1. Extension of corporate existence. A dissolved corporation continues its corporate existence but 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; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, […]
§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. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, […]
§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. [PL 2001, c. 640, Pt. A, §2 (NEW); […]
§1409. Court proceedings 1. Security provided for payment of claim. A dissolved corporation that has published a notice under section 1408 may file an application with the Superior Court of the county where the dissolved corporation’s principal office is located or, if not in this State, of Kennebec County, for a determination of the amount […]
§1410. Duties of directors 1. Duties. Directors of a dissolved corporation shall cause the corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or provision for claims. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, […]
