Maine Revised Statutes

Me. Rev. Stat. tit. 13-B, § 407 (2026)

Shares of stock and dividends prohibited

✓ current as of May 2026
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A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation may make distributions to its members as permitted by this Act, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income or profit. Upon dissolution or liquidation, the assets of a corporation whose purposes and activities have been primarily charitable, religious, eleemosynary, benevolent or educational shall be transferred or conveyed only to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation.   [PL 1977, c. 592, §15 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1977, c. 592, §15 (AMD).
Notes of Decisions
Cited in 3 cases, 2009–2020 · leading case: Nathalie Taft Andrews v. Sheepscot Island Co., 2016 ME 68 (Me. 2016).
Nathalie Taft Andrews v. Sheepscot Island Co., 2016 ME 68 (Me. 2016). “Because nonprofit corporations do “not have or issue shares of stock,” 13-B M.R.S. § 407 (2015), section 601 can only apply to for-profit corporations.”
Franklin Mem'l Hosp. v. Harvey, 575 F.3d 121 (1st Cir. 2009). “See Me.Rev.Stat. Ann. tit. 13-B, § 407. And upon dissolution or liquidation of a non-profit, the entity’s assets must go to an organization involved in "substantially similar" activities.”
Maples v. Contorakes (Me. Super. Ct 2020). “13-B M.R.S. § 407. 9 This does not foreclose the possibility that a director or officer could be held individually liable for wrongful acts.”
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