House Bill 878 (Laws of 2021) “An Act to Bring Gender Parity to Corporate Boards” provides that beginning in 2023, domestic publicly held corporations will have the following gender parity requirements: No later than June 1, 2023, a domestic publicly held corporation shall have a minimum of one female director on its board of directors. No later than June 1, 2024, a domestic publicly held corporation shall have: If the number of directors on its board of directors is 6 or more, the corporation shall have a minimum of 3 female directors; if the number of directors on its board of directors is 5, the corporation shall have a minimum of 2 female directors; if the number of directors on its board of directors is 4 or fewer, the corporation shall have a minimum of one female director.
House Bill 614, effective June 29, 2021, provides that the Department of the Secretary of State shall create a webpage on the department's publicly accessible website that provides information for the public regarding benefit corporations and the process for establishing such a corporation.
House Bill 878, enacted without the Governor’s signature on June 30, 2021, provides that a publicly held domestic corporation subject to the Maine Business Corporation Act shall comply with the following board of directors gender parity requirements: No later than June 1, 2023, it shall have a minimum of one female director on its board of directors. A corporation may increase the number of directors on its board to comply. No later than June 1, 2024, it shall comply as follows: (1) If the number of directors on its board of directors is 6 or more, the corporation shall have a minimum of 3 female directors, (2) If the number of directors on its board of directors is 5, the corporation shall have a minimum of 2 female directors, (3) If the number of directors on its board of directors is 4 or fewer, the corporation shall have a minimum of one female director.
"Female" means an individual who self-identifies as a woman, without regard to the individual's designated sex at birth. "Publicly held domestic corporation" means a corporation with outstanding shares listed on a major United States stock exchange.
The corporation law was further revised to provide the annual report shall set forth an indication as to whether the domestic corporation is publicly held; an indication of how many female directors are on the board of directors of the publicly held domestic corporation; and an indication as to whether the domestic publicly held corporation has the minimum number of female directors required.
Senate Bill 271, June 29, 2021, amends the nonprofit corporation law to provide that in the discretion of the board of directors, a meeting of members may be held entirely through means of remote communication without a specific site for the meeting or partially through means of remote communication.
Legislative Document 1519, effective September 19, 2019, provides for the establishment of benefit corporations.
Case summaries
Judicial Dissolution of LLC
Littell v. Bridges, 2023 ME 29, decided May 11 2023. The Maine Supreme Judicial Court held that the district court, which ordered a divorcing couple to dissolve their LLC as part of the divorce proceeding, lacked the jurisdiction to order the LLC’s dissolution. The court noted that (1) the LLC was not a party to the proceeding so the district court lacked personal jurisdiction, (2) the LLC Act provides that a court may order dissolution of an LLC only in certain circumstances and the divorce of its members is not one of those circumstances, and (3) generally, an action to dissolve an LLC must be brought in the superior court, not district court.
Other notices
November 9, 2023 — The Maine Secretary of State issued a warning to Maine corporations and non-profits to watch out for what they characterized as a misleading solicitation they may have received in the mail, offering to file their annual reports. According to the warning, the solicitation form looks like the Division of Corporation’s annual report form but is neither authorized nor recognized by the Maine Department of the Secretary of State and does not come from the Department’s Division of Corporations. You can read the entire warning on the Secretary of State’s website here.
November 8, 2021 — The Secretary of State is warning Maine corporations and non-profits of a misleading mailed solicitation that offers to file annual reports on their behalf. The warning states that the reported solicitation form looks similar to the Division of Corporations’ annual report form, but it is not prescribed nor recognized by the Maine Department of the Secretary of State and the mailing does not come from the Division of Corporations.
November 4, 2020 — The Secretary of State issued an alert to corporations and non-profits regarding misleading solicitation mailings that have been received by these corporations. These solicitations contain with an offer to file annual reports. The alert reminds corporate and non-profit entities that the Division of Corporations does not mail out the annual report form and that this mailing does not come from the Division of Corporations.
November 18, 2019 — Maine’s Secretary of State has issued an alert to Maine corporations and non-profits regarding misleading solicitation mailings that offer to file annual reports for the corporation, for a $185 fee. The Secretary of State is reminding all corporation and non-profit entities that the solicitation form is not prescribed or recognized by the Department of State and does come from the Division of Corporations.