Foreign Non-Profit Corporations

TITLE 13-B

§ 1201.

Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs

1. Authorization needed. Except as provided in section 1215, no foreign corporation shall carry on activities in this State until it shall have been authorized to do so as provided in this chapter, or as provided by some other public law of this State. A foreign corporation shall not be denied authority to carry on activities in this State solely because the laws of the jurisdiction of its incorporation differ from the laws of this State with respect to the organization and internal affairs of the corporation.

2. Activities not deemed carrying on affairs. Without excluding other activities which may not constitute carrying on activities in this State, a foreign corporation shall not be deemed to be carrying on activities in this State, for purposes of this chapter, solely by reason of carrying on in this State any one or more of the following activities:

A. Maintaining, defending or participating in any action or proceeding whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlements of claims or disputes;

B. Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

C. Maintaining bank accounts;

D. Securing or collecting debts or enforcing any rights in property covering the same;

E. Effecting a transaction in interstate or foreign commerce;

F. Conducting within this State an isolated transaction which is completed within a period of 30 days and which is not in the course of a series or number of repeated transactions;

G. Soliciting by mail contributions to the corporation; or

H. Owning real estate.

3. Standard for activities not established. This section shall not be deemed to establish a standard for activities which may subject a foreign corporation to service of process under this chapter or any other statute of this State.

§ 1214.

Effect of foreign corporation carrying on activities in State without authority

1. Corporation liable. A foreign corporation which carries on activities in this State without authority, when such authority is required by this Act, shall be liable to this State for all fees and penalties which would have been imposed under this Act upon such corporation had it duly applied for and received authority under this chapter, for the years or parts thereof during which it carried on activities in this State without authority. In addition, such corporation shall be liable to the State in the sum of $25 per day for each day it fails to pay such fees and penalties. The Attorney General shall bring proceedings to recover all such amounts due under this section.

2. Corporation may be sued. A foreign corporation carrying on activities in this State without authority, when such authority is required by this Act, shall not maintain any action, suit or proceeding in this State unless and until such corporation shall have been authorized to carry on activities in this State and shall have paid to the State all fees and penalties due under subsection 1. This prohibition shall apply to any assignee except a subrogee; and shall apply to a successor in interest, whether by merger, consolidation or otherwise, and to a purchaser of all or substantially all of the assets of such corporation. If it appears in any pending action that the plaintiff is such a foreign corporation carrying on activities in this State without authority, or is such an assignee, successor or purchaser, the action shall abate until such foreign corporation becomes authorized to carry on activities in this State, or shall be dismissed without prejudice to the right to bring the same after the foreign corporation becomes so authorized.

3. Failure to obtain authority to carry on activities. The failure of a foreign corporation to obtain authority to carry on activities in this State shall not impair the validity of any contract or act of such corporation or the right of any other party to the contract to maintain an action or other proceeding thereon, and shall not prevent such corporation from defending any action, suit or proceeding in this State.

TO QUALIFY A FOREIGN CORPORATION:

MNPCA-12 Application For Authority To Carry on Activities $45.00

The application must be accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that the corporation has legal existence, good standing or similar language and dated not earlier than 90 days prior to the date of delivery for filing the application.

The application must also be accompanied by Form MNPCA-18. This form must be originally signed by the person designated as the registered agent in Maine. If the agent is a corporation, then an officer of that corporation must originally sign. A list of individuals and corporations willing to act as registered agents is available upon request.

BUREAU INFORMATION

Foreign Non-Profit Corporations