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The Curious Repeal of TITLE 13-A: MAINE BUSINESS CORPORATION ACT

I was recently browsing the internet when I came upon a list of Maine statutes, which included TITLE 13-A: MAINE BUSINESS CORPORATION ACT

I was most surprised when I clicked on the link to find that the act has been repealed in its entirety with no further information - such as a replacement for the act and the date that it was repealed. Most links to the Act found on the Internet report only this meager information.

This appears to leave Maine incorporated business without a rule of law to govern them and yet I cannot find any news written about this mysterious occurrence. A search on Maine Biz comes up with nothing.

Is not this business news? Does it not create major business uncertainty in Maine when the entire act that governs Maine business incorporation repealed?

The only timeline I have been able to locate is this cache page on Google which says all data was extracted in February of this year. Was it extracted by Google? -or another party?

What is going on and why am I the only person asking?


Here is a rare link I found to the content of this repealed statute. I am wondering why it would be repealed in its entirety rather than simple revised with strikeouts as is the common practice.

UPDATE:

I have received PFD documents provided by the Legislative Librarian which reveals that the change was around 2001.

This amendment replaces the bill, which was a concept draft.
1. It repeals the Maine Revised Statutes, Title l3-A and replaces it with a new Title 13-C,entitled the "Maine Business Corporation Act." The language of Title l3-C was developed by the Corporate Law Revision Committee of the Business Law Section of the Maine State Bar Association, in association with the Office of the Secretary of State, collectively referred to in this summary as "the revision committee."

The revision committee also submitted a comprehensive report to the Joint Standing Committee on Judiciary, dated November 14, 2001, that reviewed the reasons for the revision, why the Model 42 Business Corporation Act was chosen, the drafting principles that guided the revision committee and the highlights of principal differences between the proposed legislation and current Maine law. The report was placed on the web site of the Office of the Secretary of State and was widely disseminated by the Maine State Bar Association.

This is a link to the current Law.

It is beyond the capabilities of my informed background to draw any conclusions other than that it is very poor policy for the legislature to provide the information that the law has been repealed, while omitting all information pertaining to the statute that replaces it and the date when this occurred.It is a very simple matter to include this information in the former statute, which is floating around in cyber space- so - especially being that this change was explained by MaineBiz as a simple change made to accommodate electronic communication. If it were not for electronic communication I would not come across the unexplained repealed law.

MaineBiz's source is MaineCapitalNews, which, I am surmising, is likely the accepted source of most of the Maine media on legislation that is passed or pending.
MaineCapitalNews wrote this in an email which was forwarded to me via MaineBiz

It was billed as an omnibus modernization bill. I only did a radio story on it focusing on bringing the corporation act into modern times by allowing electronic communications among stockholders and management and use of e-signatures for various corporate documents. It sailed through with no roll calls. Did the reader raise some issue?
"

The comment does not appear to be about the change made in 2001 replacing 13-A with 13-C. It seems that MaineCapitalNews is referring to the 2006 Amendment , which was what MaineBiz first said was the replacement for the fourteen chapter bill.

The legislative explanations refers to changes made in the relationship between the board, the directors and the share holders. It also removes the former requirement for a minimum number of directors. The explanation is written in generalized statements. To understand the impact and implication of the changes one needs a greater knowledge of the historical context than I process.

The Good News- Maine Incorporated Businesses are still governed by the Rule of Law.

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