Nonprofit Corporation Merger Approval and Filing Requirements in Maine

At a glance

Requirements one by one

Governing law and merger plan

Title 13-B § 901 permits two or more domestic corporations organized under that Act or former Title 13, chapter 81 to merge into one of them. Section 906 also allows domestic–foreign combinations if each foreign corporation's law permits, with each party following its own organizing law. Each party's plan identifies the corporations, survivor, terms, and changes to the survivor's articles (§ 901(2)). The statute leaves other desired plan provisions to the parties; § 901(2) does not prescribe a membership-interest conversion formula.

Board and member approval

For a corporation whose members can vote, its board adopts a resolution approving the plan and submitting it to a member meeting (§ 903(1)(A)). Approval requires at least a majority of votes the members present or represented by proxy are entitled to cast, rather than a majority of all members. The articles may require a greater vote (§ 903(2)). Unanimous written consent of all members entitled to vote under the articles or bylaws can approve the plan without a board resolution (§ 903(4)).

Notice and the no-voting-member route

The meeting notice to voting members must include the plan or a summary (§ 903(1)(A)). Unless the articles or bylaws provide otherwise, § 603(1) calls for written notice of the meeting's place, day and hour, and special-meeting purpose, delivered 10 to 50 days before the meeting. Unanimous written member consent under § 903(4) removes the statutory member-notice step for that consenting corporation. If a party has no members or no members entitled to vote on the merger, § 903(1)(B) instead requires a majority of directors in office at a board meeting.

Charitable property and state review

A public benefit corporation merging into another public benefit corporation gives the Attorney General written notice simultaneously with filing its articles (§ 907(3)). It must also follow applicable Title 5, §§ 194-B to 194-K (§ 907(1)). Section 194-B(2) defines a conversion transaction to include a merger transferring a public charity's assets or control to a person other than a Maine-incorporated or domiciled public charity. For a conversion transaction, § 194-C(1) assigns court approval at $500,000 or more, Attorney General approval or a court alternative from $50,000 to under $500,000, and Attorney General notice below $50,000. These are additional steps before completing a covered transaction.

Public filing and effective time

Under § 904(1), each corporation executes articles of merger containing the plan and statements of member-meeting approval or unanimous consent, or of the no-voting-member board vote. The Secretary of State makes the same applicable determinations as for original articles before filing. Section 104(1) identifies authorized signers, including the clerk or secretary, board chair, president, or another officer. Filing makes the merger effective unless the articles specify a later date within sixty days (§ 905(1)); § 906(4) gives the same timing for a domestic–foreign merger.

Abandonment

Section 903(3) permits abandonment after approval and before filing: a majority of eligible members may vote to abandon, or a majority of directors may do so when there are no voting members. For domestic–foreign plans, § 906(5) also looks to any abandonment provisions in the plan. Chapter 9 states no separate parent-subsidiary shortcut.

What trips people up

The public filing includes the plan itself (§ 904(1)(A)); an approval certificate alone is not the stated articles content. A merger involving a Maine public benefit corporation can need more than the simultaneous notice under § 907(3) if the transaction falls within Title 5's conversion definition.

Common questions

Can the members approve without a meeting? All members entitled to vote may sign written consent. Under § 903(4), that route dispenses with a board resolution and member notice for that corporation.

May a foreign corporation survive? Section 906 allows a foreign party if its law permits. If the foreign survivor will conduct activities in Maine, it must meet the Act's foreign-corporation requirements; it must also deliver the specified service-of-process document to the Secretary of State (§ 906(1)(B)).

Statutes and sources

• 13-B M.R.S. § 901 (accessed 2026-10-03): “1. Domestic corporations may merge. Any 2 or more domestic corporations organized under this Act or under Title 13, chapter 81 may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this Act. 2. Plan of merger. Each corporation shall adopt a plan of merger setting forth: A. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; B. The terms and conditions of the proposed merger; C. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; and D. Such other provisions with respect to the proposed merger as are deemed necessary or desirable.”
• 13-B M.R.S. § 903 (accessed 2026-10-03): “§903. Approval of merger or consolidation 1. Plan of merger. A plan of merger or consolidation shall be adopted in the following manner. A. If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least a majority of the votes which members present at each meeting or represented by proxy are entitled to cast. B. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office. 2. Vote on merger. The articles of incorporation of any corporation may contain a provision prescribing for approval of a plan of merger or consolidation, a vote greater than, but in no event less than, that prescribed by subsection 1, paragraphs A and B . 3. Merger abandoned. After such approval, and at any time prior to the filing of the articles of merger or consolidation, or pursuant to a majority vote of the members of any participating corporation entitled to vote thereon, or if the corporation has no members entitled to vote pursuant to a majority vote of the board of directors of that corporation, the merger or consolidation may be abandoned. 4. Plan of merger approved. A plan of merger or consolidation may be approved by written consent of all members of a participating corporation entitled to vote by the articles of incorporation or bylaws, as provided by section 606 . If such unanimous written consent is given, no resolution of the board of directors of such participating corporation approving, proposing, submitting, recommending or otherwise respecting such plan of merger or consolidation is necessary, and no members of such participating corporation shall be entitled to notice of, or to dissent from, such plan of merger or consolidation.”
• 13-B M.R.S. § 904 (accessed 2026-10-03): “§904. Articles of merger or consolidation 1. Form of articles of merger or consolidation. Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation and shall be delivered for filing pursuant to sections 104 and 106 . The articles of merger or consolidation shall set forth: A. The plan of merger or the plan of consolidation; B. If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation (1) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting and that such plan received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; C. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office; and D. When the articles of merger or consolidation are delivered for filing by the Secretary of State, he shall, before filing them, make the same determinations, to the extent applicable, as provided in section 404 in the case of original articles.”
• 13-B M.R.S. § 905 (accessed 2026-10-03): “1. Effect. Any merger or consolidation under this section shall take effect when the articles of merger or consolidation are filed with the Secretary of State, or on the date specified in the articles of merger or consolidation, not to exceed 60 days after the filing date, if the articles of merger or consolidation so provide. 2. Merger or consolidation effected. When such merger or consolidation has been effected: A. The several corporations' parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation; B. The separate existence of all corporations' parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease; C. The surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this Act; D. The surviving or new corporation shall possess all the rights, privileges, immunities and franchises, of a public nature as well as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation; and E. In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this Act shall be deemed to be the articles of incorporation of the new corporation.”
• 13-B M.R.S. § 906 (accessed 2026-10-03): “1. Manner of merger. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. A. Each domestic corporation shall comply with the provisions of this Act with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. If the domestic corporation is a public benefit corporation, the merger or consolidation must comply with any applicable provisions of Title 5, sections 194‑B to 194‑K; B. If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this State, it shall comply with the provisions of this Act with respect to foreign corporations if it is to conduct activities in this State, and in every case it shall execute and deliver to the Secretary of State of this State a document setting forth: (1) The name of the surviving or new corporation; (2) An agreement that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and (3) An irrevocable appointment of the Secretary of State of this State as its agent to accept service of process in any such proceeding. 2. Provisions of effect of merger. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this State. If the surviving or new corporation is to be governed by the laws of any state other than this State, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, except insofar as the laws of the other state provide otherwise. 3. Articles delivered for filing. Whether the surviving or new corporation is or is to be a domestic corporation or a foreign corporation, articles of merger or consolidation shall be executed and delivered for filing as is provided in this Act for mergers and consolidations of domestic corporations. 4. Date of effect. Any merger or consolidation under this section shall take effect when the articles of merger or consolidation are filed with the Secretary of State, or on the date specified in the articles of merger or consolidation, not to exceed 60 days after the filing date, if the articles of merger or consolidation so provide. 5. Abandonment. After approval by the members, and at any time prior to the filing of the articles of merger or consolidation, or pursuant to a majority vote of the members of any participating corporation entitled to vote thereon, or if the corporation has no members entitled to vote pursuant to a majority vote of the board of directors of that corporation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.”
• 13-B M.R.S. § 907 (accessed 2026-10-03): “1. Compliance with nonprofit conversion law required. In addition to complying with provisions of this Title, a public benefit corporation shall comply with all applicable provisions of Title 5, sections 194‑B to 194‑K. 2. Bequests, devises and gifts. Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a public benefit corporation and that takes effect or remains payable after a merger or consolidation inures to the surviving corporation unless the will or other instrument otherwise specifically provides. 3. Notice; merger or consolidation. Written notice of a merger or consolidation of a public benefit corporation into another public benefit corporation must be provided to the Attorney General simultaneously with the filing of the articles of merger or consolidation with the Secretary of State.”
• 13-B M.R.S. § 603 (accessed 2026-10-03): “1. Written notice of meetings. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.”
• 13-B M.R.S. § 104 (accessed 2026-10-03): “1. Signature required. The document must be signed: A. In the case of articles of incorporation, by the incorporator or incorporators; B. In the case of other documents: (1) By the clerk or secretary; (2) By the chair of the board of directors of a foreign corporation or a domestic corporation, by its president or by another of its officers; or (4) If there are no directors, then by a specific member or members as may be designated by the members at a lawful meeting; C. In the case of annual reports, as provided in section 1301, subsection 3 ; or D. In the case of an application for authority to carry on activities, by any duly authorized individual. All other documents filed on behalf of foreign corporations may be signed by any duly authorized individual;”
• 5 M.R.S. § 194-B (accessed 2026-10-03): “2. Conversion transaction. "Conversion transaction" means the sale, transfer, lease, exchange, transfer by exercise of an option, conveyance, conversion, merger or other disposition or the transfer of control or governance of the assets or operations of a public charity to a person other than a public charity incorporated or domiciled in this State. A disposition or transfer constitutes a conversion transaction regardless of whether it occurs directly or indirectly and whether it occurs in a single transaction or a related series of transactions. If exercise of an option constitutes a conversion transaction, any consideration received for the granting of the option must be considered part of the transaction for purposes of applying the review criteria in section 194‑G .”
• 5 M.R.S. § 194-C (accessed 2026-10-03): “1. Notice or approval required. Prior to completing a conversion transaction, a public charity must: A. If the fair market value of assets to be converted in the transaction is $500,000 or more, obtain approval of the court in accordance with section 194‑F ; B. If the fair market value of assets to be converted in the transaction is less than $500,000 but at least $50,000, obtain approval from the Attorney General in accordance with section 194‑E or, if the Attorney General does not approve the transaction, obtain approval from the court in accordance with section 194‑F ; or C. If the value of the transaction is less than $50,000, provide notice to the Attorney General in accordance with section 194‑D .”

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