Maine: Corporation Charter Amendment and Legal-Name-Change Requirements
The short answer
Before shares issue, the board—or the incorporators if there is no board—may amend. After shares issue, the board adopts, submits, and ordinarily recommends the amendment; every shareholder receives the amendment with 10–60 days' meeting notice, and the default approval is a majority of all votes entitled to be cast by each required group. The articles may lower that threshold no further than a majority of votes cast at a majority quorum. Articles of amendment cost $50 and may delay effectiveness through the 90th day after filing.
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This is the general rule in Maine. Ask about your specific facts and see which parts of current Maine law apply, with citations to the statutes.
| Governing law, document, entity, and scope | Maine Business Corporation Act, 13-C M.R.S. ch. 10; an ordinary domestic business corporation delivers articles of amendment to the Secretary of State (§§ 1001, 1006) |
|---|---|
| Amendable provisions and name-change boundary | May add/change a currently required or permitted article provision or delete a nonrequired one. A new name must be distinguishable from protected names unless an undertaking, judgment, merger, reorganization, or asset-acquisition route applies; § 401 states no general corporate-designator requirement (§§ 401, 1001) |
| Authority before shares issue | Before shares issue, the board—or incorporators if there is no board—may amend. Default board action is majority present at a majority quorum; incorporator written action requires every incorporator (§§ 205, 825, 1002) |
| Board proposal, recommendation, and abandonment | After issuance, board adopts and submits; it recommends unless conflict, special circumstances, or § 827 applies and must transmit the basis for no recommendation. Board may condition submission; § 827 permits agreed submission after the board withdraws its recommendation (§§ 827, 1003) |
| Shareholder notice, consent, quorum, and vote | Every shareholder gets the amendment with 10–60 days' meeting notice (3–60 days for a close corporation). Default approval is a majority of all entitled votes per group; articles may lower it no further than majority votes cast at a majority quorum. Consent defaults unanimous but articles may permit the meeting-equivalent minimum; all-holder consent removes the board-resolution requirement (§§ 704 to 705, 1003) |
| Class, series, nonvoting shares, and appraisal | Affected classes and series vote separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share amendment and another amendment only if the articles, bylaws, or board resolution provide it (§§ 1004, 1302) |
| Board-only, agent, correction, and bylaw routes | Board-only post-share changes are limited to listed duration, initial-director, share, designator/geographical-name, acquired-share, class-deletion, and share-term amendments. Clerk/agent change, correction, and bylaw amendment use separate filings or routes (5 M.R.S. § 108; 13-C M.R.S. §§ 126, 1005, 1020) |
| Contents, signer, fee, and effective time | File the corporation name, amendment text, implementation terms when needed, adoption date, and approval statement. Board chair, president, another officer, qualifying incorporator, court fiduciary, or clerk signs; seal, attestation, acknowledgment, and verification are optional. Current Form MBCA-9 fee $50; effective on filing or a stated time/date, with delay capped at the 90th day (§§ 121, 125, 1006) |
| Restatement, publication, and name follow-up | Board may consolidate existing amendments without shareholders; new amendments in a restatement follow ordinary approval, and filed restated articles supersede earlier articles. Current restatement fee $80. The amendment subchapter and forms page state no ordinary statewide publication/proof step; a name change does not abate an existing proceeding (§§ 1007, 1009) |
| Special-entity and disputed-change boundaries | Ordinary Title 13-C business corporation only. Special-act corporations face § 1001(3); court-ordered federal reorganization and benefit-corporation status changes have separate rules. Professional, nonprofit, regulated, securities, tax, transaction, fiduciary, and disputed-authority issues are outside this general route (§§ 1001, 1008; Form MBCA-9) |
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Requirements one by one
Maine starts with an entitled-vote majority
Under 13-C M.R.S. § 1001, a corporation may add or change a currently required
or permitted article provision and delete one that is not required. Before any
shares issue, § 1002 lets the board amend, or the incorporators act if there is
no board. Incorporator written action requires every incorporator under § 205.
A board ordinarily acts by a majority present at the majority quorum described
in § 825.
After shares issue, 13-C M.R.S. § 1003 requires the board to adopt and submit
the amendment. The board ordinarily transmits a recommendation. If conflict,
special circumstances, or § 827 supports proceeding without that
recommendation, it must transmit the basis. The board may condition submission,
and § 827 permits agreed shareholder submission even after the board no longer
recommends the matter.
The amendment notice goes to every shareholder and includes the amendment.
13-C M.R.S. § 705 supplies the general 10-to-60-day window and a 3-to-60-day window
for a close corporation. The default approval under § 1003 is a majority of all
votes entitled to be cast by each required group. The articles may set a lower
threshold, but not below a majority of votes cast at a meeting where each group
has a quorum of at least a majority of its entitled votes.
Unanimous all-holder consent can remove the board proposal
13-C M.R.S. § 704 defaults to written consent by every shareholder entitled to
vote. The articles may authorize the meeting-equivalent minimum instead.
Sufficient consents must arrive within 60 days of the earliest signature, and
the corporation has ten days after sufficiency or later tabulation to notify
nonvoting and nonconsenting voting shareholders as applicable.
Section 1003 adds a distinct shortcut: if every shareholder consents, including
holders who do not otherwise vote, no board resolution proposing the amendment
is necessary.
Class voting and appraisal remain separate checks
13-C M.R.S. § 1004 gives an affected class or series a separate vote on listed
share-right changes even when those shares are otherwise nonvoting. Classes or
series affected in the same or substantially similar way vote together unless
the articles or board require otherwise.
Under § 1302, appraisal applies to an amendment that reduces a holder's shares
to a fraction the corporation may or must repurchase. Another amendment carries
appraisal only to the extent the articles, bylaws, or a board resolution grant
it.
Maine does not generally require a corporate designator
The current corporate-name rule in 13-C M.R.S. § 401 requires
distinguishability from protected names but states no general "Inc." or
"Corporation" requirement. It provides limited undertaking, court-judgment,
merger, reorganization, and asset-acquisition routes for a conflicting name.
The board-only list in § 1005 nevertheless allows substitution of similar
corporate designators and changes to geographical attribution. A general new
legal name after shares issue uses the ordinary board and shareholder route.
The filing fee and restatement fee differ
13-C M.R.S. § 1006 requires the corporation's name, amendment text, share-
implementation terms when needed, adoption date, and approval statement.
Section 121 permits the board chair, president, another officer, qualifying
incorporator, court fiduciary, or clerk to execute. A seal, attestation,
acknowledgment, or verification is optional.
Current Form MBCA-9 lists a $50 amendment fee and provides a paper filing route.
It also lists optional $50 next-business-day and $100 same-day handling. Under
§ 125, the amendment takes effect on filing, at another time that day, or at a
delayed time and date no later than the 90th day after filing.
What trips people up
13-C M.R.S. § 1005's board-only list is narrow. A clerk or registered-agent
change uses the separate statement under 5 M.R.S. § 108. An inaccurate,
defectively executed, or defectively transmitted filing uses articles of
correction under 13-C M.R.S. § 126. A bylaw change follows § 1020 rather than
the articles-amendment route.
Under § 1007, the board may consolidate existing amendments into restated
articles without shareholders. A new amendment inside the restatement follows
ordinary approval. The filed restatement supersedes the earlier articles and
amendments, and the current fee is $80. The amendment subchapter and current
forms page state no ordinary statewide publication or proof-filing step. Under
§ 1009, a name change does not end a proceeding brought under the former name.
A special-act corporation must satisfy § 1001's extra boundary. 13-C M.R.S. § 1008
provides a separate court-ordered federal reorganization route, and Form MBCA-9
separately flags benefit-corporation status changes.
Common questions
Is a majority of votes cast enough?
Not under the default rule. Section 1003 starts with a majority of all votes
entitled to be cast by each required group. The articles may lower that rule,
but no lower than a majority of votes cast at a majority quorum.
Can shareholders act without a meeting?
Yes. Section 704 defaults to unanimity among voting shareholders, but the
articles may authorize the meeting-equivalent minimum. If every shareholder,
including nonvoting holders, consents, § 1003 removes the board-proposal
requirement.
May the board change the legal name alone?
Only for § 1005's narrow designator substitution or geographical-attribution
edit. A general new legal name after shares issue follows ordinary amendment
approval and must satisfy § 401.
Can the amendment take effect later?
Yes. Section 125 permits a delayed time and date through the 90th day after
filing.
Statutes and sources
- 13-C M.R.S. §§ 1001 to 1009 — amendment authority, pre-share and
post-share procedure, class voting, board-only changes, filing, restatement,
reorganization, and effect. - 13-C M.R.S. §§ 121, 125 to 126, 205, 401, 704 to 705, 825, 827, 1020,
and 1302; 5 M.R.S. § 108 — execution, effectiveness, correction,
incorporator action, name limits, consent, notice, board voting and
recommendation, bylaws, appraisal, and clerk or agent changes. - Maine Secretary of State Form MBCA-9 and business-corporation forms page
— current form, paper route, fees, restatement, correction, and expedited
service.
Source links
Every statute quoted above, linked, with the date we checked it.
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