Registration of the Quebec Sugar Refinery under either the Maine Business Corporation Act or the Maine Nonprofit Corporation Act

MAINE STATE LEGISLATURE The following document is provided by the LAW AND LEGISLATIVE DIGITAL LIBRARY at the Maine State Law and Legislative Reference Library http://legislature.maine.gov/lawlib Reproduced from scanned originals with text recognition applied (searchable text may contain some errors and/or omissions) RICHARD S. COHEN ATTORNEY GENERAL STATE Ol•' MAINE DEPARTMENT OF THE ATTORNEY GENERAL AUGUSTA, MAINE 04333 James Henderson, Deputy Secretary of State State Office Building Augusta_, Maine 04333 Dear Deputy Henderson: May 9, 1979 STEPHEN L. OIAMONLJ JOHN S. GLEASON JOHN M. R. PATERSON ROBERT J. STOLT DEPUTY ATTORNEYS GENERAL This is in response to your request for the opinion of this office as to whether the Quebec Sugar Refinery, a Crown corporation of the Province of Quebec, must register under either the Maine Business Corporation Act (hereinafter Title 13-A) or the Maine Nonprofit Corporation Act (hereinafter Title 13-B) as a foreign corporation in order to engage in business in the State of Maine. I have obtained additional information from Stephen Beale, Esq., local counsel for the refinery as to the actual extent of past and anticipated activity of the refinery within the State. (His letter is attached.) Mr. Beale has informed me that the refinery has purchased, through a Chapter XI proceeding auction, the bulk of the sugar beet refinery equipment formerly owned by the now- bankrupt Triple-A Sugar Company located at Easton, Maine. He has further informed me that the Quebec Sugar Refinery has no intentions of conducting any sugar refining operations with the State, but intends only to remove the property it has acquired to the refinery's principal plant at Mont St-Hilaire, Quebec. Under the Maine corporate laws, this corporation is something of an anomaly. It is established to generate a profit, but the profit is paid into the consolidated revenue fund and belongs to the Province of Quebec. The corporation is apparently not authorized to issue stock. It has similarities to both "quasi- public" corporations, as defined by 13-A M.R.S.A. §404(3), and nonprofit corporations, as defined by 13-B M.R.S.A. §l02(Q). There is, however, no need to determine the proper label, if any, for the Quebec Sugar Refinery. Whether it is determined to be a corporate entity governed by Title.13-A or Title 13-B, both Titles exempt from the foreign corporation filing requirement those corporations whose activities in the State are limited solely to J [e]ffecting a transaction in interstate or foreign commerce; (OrJ Conducting within this State an isolated transaction which is completed within a period of 30 days and which is not in the course of a series or number of repeated transactions. 13-A M.R.S.A. §1201(3) (F), (H); 13-B M.R.S.A. §1201(2)(E), (F). From a review of the material submitted by the refinery, it appears that the refinery's acquisition of this equipment was clearly effecting a transaction in foreign commerce. Further, the acquisition was the result of a single successful bid at the auction of the equipment, clearly a transaction completed within 30 days. All that remains is for the refinery to remove the equipment it has acquired. From these facts, we conclude that the Quebec Sugar Refinery is exempt from the filing requirements under either Title 13-A or Title 13-B. I hope this information will be of help to you. If you need further assistance, please do not hesitate to contact roe. SFW/vt Sincerely, ~p'.-. tJ,,.; .k, . STEVEN F. WRIGHT\ Assistant Attorney General