Maine Revised Statutes Title 13. Corporations § 1951. Consolidation procedure

Two or more associations organized with or without capital stock and existing under this subchapter may consolidate into a single association, which may be either one or any one of the associations, or a new association under this subchapter to be formed by means of the consolidation. Such a consolidation may be effected by a vote of the directors, trustees or managing board, however designated, of each of the associations at a legal meeting thereof ratifying a proposed agreement of consolidation and approved by the affirmative vote of 2/3 of the members of each of the associations voting on the proposed agreement of consolidation at any regular meeting or at a special meeting called for the purpose. The agreement must then be submitted to the Secretary of State for his certification as conformable to the laws of this State and when certified by the Secretary of State, the agreement must then be recorded in the registry of deeds in the county where the consolidated association is located and in the county or counties where each of the constituent associations is located and a copy of the agreement certified by the register of deeds must be filed in the office of the Secretary of State. When the agreement is so certified, recorded and filed, the separate existence of all of the constituent associations, or all of the constituent associations except the one into which the constituent associations have been consolidated, ceases, and the constituent associations, whether consolidated into a new association or merged into one of the constituent associations, as the case may be, become the consolidated association by the name provided in the agreement, possessing all the rights, privileges, powers, franchises and immunities as well of a public as of a private nature, and being subject to all the liabilities, restrictions and duties of each of the associations so consolidated and all and singular the rights, privileges, powers, franchises and immunities of each of the associations, and all property, real, personal and mixed, and all debts due to any of the constituent associations on whatever account, and all other things in action of or belonging to each of the associations are vested in the consolidated association. All property, rights, privileges, powers, franchises and immunities, and all and every other interest are thereafter as effectually the property of the consolidated association as they were of the several and respective constituent associations, and the title to any real estate, whether by deed or otherwise, under the laws of this State, vested in any of the constituent associations, may not revert or be in any way impaired by reason of the consolidation. All rights of creditors and all liens upon the property of any of the constituent associations must be preserved unimpaired, limited to the property affected by such liens at the time of the consolidation, and all debts, liabilities and duties of the respective constituent associations must henceforth attach to the consolidated association and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.