FOREIGN LIMITED LIABILITY COMPANIES

M.R.S. tit. 31, ch. 21, subch. 10

in effect

31 M.R.S. §1621 Governing law

1621. Governing law 1. Jurisdiction where formed. The laws of the State or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability and authority of its members and agents. 2. Statement of foreign qualification. A foreign limited liability company's statement of foreign qualification may not be denied by reason of any difference between the laws of the jurisdiction under which the foreign limited liability company is formed and the laws of this State. 3. Forbidden activities. A foreign limited liability company, including a foreign limited liability company that has filed a statement of foreign qualification, may not engage in any activities in this State that a limited liability company is forbidden to engage in by the laws of this State. 4. Rights; privileges; duties; restrictions; penalties; liabilities. A foreign limited liability company that has filed a statement of foreign qualification: A. Has in this State the same but no greater rights of a limited liability company of like character; B. Has in this State the same but no greater privileges as a limited liability company of like character; and C. Except as otherwise provided by this chapter, is in this State subject to the same duties, restrictions, penalties and liabilities now or later imposed on a limited liability company of like character. 5. Organization; formation; existence; internal affairs. Nothing in this subchapter authorizes this State to regulate the organization, formation, existence or internal affairs of a foreign limited liability company authorized to conduct activities in this State. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §16 (AMD).

31 M.R.S. §1622 Statement of foreign qualification to conduct activities required

1622. Statement of foreign qualification to conduct activities required 1. Conduct of activities. A foreign limited liability company may not conduct activities in this State except in compliance with this subchapter and not until its statement of foreign qualification is filed in the records of the Secretary of State. 2. Contents. A statement of foreign qualification must include: A. The name of the foreign limited liability company and, if the name does not comply with section 1508, the fictitious name adopted pursuant to section 1624, subsection 1; B. The name of the state or other jurisdiction under whose law the foreign limited liability company is formed and the date the foreign limited liability company was formed; C. The street and mailing address of the foreign limited liability company's principal office; D. The information required by Title 5, section 105, subsection 1; E. A statement that the foreign limited liability company is a foreign limited liability company as defined in section 1502, subsection 11; F. The nature of the business or purposes to be conducted or promoted in this State; G. The name and business, residence and mailing address of each of its managers, if any; H. A certificate of existence or such other document that the Secretary of State determines to be suitable for purposes of proving the valid existence of the foreign limited liability company under the law of the State or other jurisdiction referenced in paragraph B, as long as the certificate or other document was issued not more than 90 days before the delivery of the statement to the office of the Secretary of State; I. The date the foreign limited liability company commenced or expects to commence conducting activities in this State; and J. If the foreign limited liability company is governed by an agreement that establishes or provides for the establishment of designated series having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations, a statement to that effect. In addition, the statement must declare whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof, and whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited liability company generally or any other series thereof are enforceable against the assets of such series. 3. Statement of change. Upon any change in circumstances that makes any statement contained in its filed statement of foreign qualification no longer true, a foreign limited liability company authorized to conduct activities in this State shall promptly deliver to the office of the Secretary of State, for filing, an appropriate statement of change so that its statement of foreign qualification is in all respects true. 4. Period to conduct activities. A foreign limited liability company is authorized to conduct activities in this State from the effective date of its statement of foreign qualification until the earlier of the effective date of its statement of foreign qualification cancellation and the effective date of the Secretary of State's revocation of the statement of foreign qualification in accordance with section 1625. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1623 Actions not constituting transacting business or conducting activities

1623. Actions not constituting transacting business or conducting activities 1. Actions. A foreign limited liability company may not be considered to be conducting activities in this State within the meaning of this subchapter by reason of carrying on in this State any one or more of the following actions: A. Maintaining, defending or settling in its own behalf any proceeding or dispute; B. Holding meetings or carrying on any other activities concerning its internal affairs; C. Maintaining accounts in financial institutions; D. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests; E. Selling through independent contractors; F. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; G. Creating, as borrower or lender, or acquiring indebtedness, mortgages or security interests in real or personal property; H. Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing such debts and holding, protecting and maintaining property so acquired; I. Owning, without more, real or personal property; J. Conducting an isolated transaction that is completed within 30 days and that is not one in the course of similar or repeated transactions of a like nature; or K. Conducting activities in interstate commerce. 2. Status. A foreign limited liability company may not be considered to be conducting activities in this State solely because it: A. Owns a controlling interest in an organization that is conducting activities in this State; B. Is a limited partner of a limited partnership or foreign limited partnership that is conducting activities in this State; or C. Is a member of a limited liability company or foreign limited liability company that is conducting activities in this State. 3. Service of process; taxation; regulation. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under laws of this State other than this chapter. 4. Jurisdiction; process, notice or demand. Nothing in this section limits or affects the right to subject a foreign limited liability company that does not, or is not required to, have authority to conduct activities in this State to the jurisdiction of the courts of this State or to serve upon any foreign limited liability company any process, notice or demand required or permitted by law to be served upon a foreign limited liability company pursuant to any other provision of law or pursuant to the applicable rules of civil procedure. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1624 Noncomplying name of foreign limited liability company

1624. Noncomplying name of foreign limited liability company 1. Fictitious name. A foreign limited liability company whose name does not comply with section 1508 may not file a statement of foreign qualification until it adopts, for the purpose of conducting activities in this State, a fictitious name that complies with section 1508. 2. Name change. If a foreign limited liability company to which a statement of foreign qualification has been filed changes its name to one that does not comply with section 1508, it may not thereafter conduct activities in this State until it complies with subsection 1 by filing an amended statement of foreign qualification. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1625 Grounds for revocation of statement of foreign qualification

1625. Grounds for revocation of statement of foreign qualification Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1626 to revoke a statement of foreign qualification if: 1. Nonpayment of fees or penalties. The foreign limited liability company does not pay when due any fees or penalties imposed by this chapter or other law; 2. Failure to file annual report. The foreign limited liability company does not deliver its annual report to the Secretary of State as required by section 1665; 3. Failure to pay late filing penalty. The foreign limited liability company does not pay the annual report late filing penalty as required by section 1680; 4. Failure to maintain registered agent. The foreign limited liability company is without a registered agent in this State as required by Title 5, section 105, subsection 1; 5. Failure to notify of change of registered agent or address. The foreign limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or fails to appoint a replacement registered agent after its registered agent has resigned under Title 5, section 111; 6. Filing of false information. A member, manager or agent of the foreign limited liability company signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing; 7. Amended application. The foreign limited liability company fails to file with the Secretary of State an amended application for authority required by section 1622, subsection 3; or 8. Authenticated certificate of cancellation or merger. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or other jurisdiction under whose law the foreign limited liability company is formed stating that the foreign limited liability company has been cancelled or has disappeared as the result of a merger. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §17 (AMD).

31 M.R.S. §1626 Procedure for and effect of revocation

1626. Procedure for and effect of revocation 1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1625 for the revocation of a statement of foreign qualification, the Secretary of State shall serve the foreign limited liability company with a written notice of the Secretary of State's determination as required by subsection 7. 2. Revocation. The statement of foreign qualification is revoked if the Secretary of State determines that the foreign limited liability company has failed to correct the ground or grounds for revocation within 60 days after the notice under subsection 1 was issued. The Secretary of State shall send notice to the foreign limited liability company as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation. 3. Authority to transact business ceases. The authority of a foreign limited liability company to transact business in this State ceases on the date of revocation of its authority. 4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a statement of foreign qualification appoints the Secretary of State as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited liability company was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign limited liability company at its principal office shown in its most recent annual report or in any subsequent communication received from the foreign limited liability company stating the current mailing address of its principal office or, if no other address is on file, in its statement of foreign qualification. 5. Registered agent; not terminated. Revocation of a statement of foreign qualification in this State does not terminate the authority of the registered agent of the foreign limited liability company. 6. Authorization after revocation. A foreign limited liability company whose statement of foreign qualification in this State has been revoked under this section and that wishes to transact business again in this State must be authorized as provided in this chapter. 7. Delivery of notice. The Secretary of State shall send notice of the determination under subsection 1 by regular mail and the service upon the foreign limited liability company is perfected 5 days after the Secretary of State deposits the notice of the determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, on file for the foreign limited liability company. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §18 (AMD). PL 2011, c. 420, Pt. B, §2 (AMD). PL 2011, c. 420, Pt. B, §4 (AFF).

31 M.R.S. §1627 Appeal from revocation

1627. Appeal from revocation 1. Petition to appeal revocation. A foreign limited liability company may appeal the Secretary of State's revocation of its statement of foreign qualification to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign limited liability company may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its statement of foreign qualification and the Secretary of State's notice of revocation. 2. Court order. The court may summarily order the Secretary of State to reinstate the statement of foreign qualification or may take any other action the court considers appropriate. 3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1628 Statement of cancellation of foreign qualification

1628. Statement of cancellation of foreign qualification 1. Statement of cancellation. A foreign limited liability company that has filed a statement of foreign qualification with the Secretary of State may cancel its statement of foreign qualification by filing a statement of cancellation of foreign qualification with the Secretary of State. 2. Contents. A statement of cancellation of foreign qualification must set forth: A. The name of the foreign limited liability company, any fictitious name adopted for use in this State, the name of the jurisdiction under whose law the foreign limited liability company is organized and the date of organization in the foreign limited liability company's jurisdiction of organization; B. The street and mailing address of the foreign limited liability company's principal office; C. The information required by Title 5, section 105, subsection 1 or, if a registered agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a registered agent, and the mailing address to which service of process may be mailed pursuant to section 1662; D. That the foreign limited liability company will no longer conduct business in this State and that it relinquishes its authority to conduct business in this State; E. That the foreign limited liability company is cancelling its statement of foreign qualification; and F. That any statement of adopting for use any assumed name with respect to the foreign limited liability company is withdrawn upon the effective date of the statement of cancellation of foreign qualification. 3. Cancellation effective. The statement of cancellation of foreign qualification is effective upon filing by the Secretary of State, whereupon the statement of foreign qualification is cancelled and the foreign limited liability company is without authority to conduct activities in this State. 4. Relieved of annual report or filing fee. If a foreign limited liability company causes a statement of cancellation of foreign qualification to be delivered to the Secretary of State for filing before the date on which an annual report is due under section 1665, the foreign limited liability company is relieved of its obligation to file its annual report or pay the filing fee. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1629 Effect of failure to have statement of foreign qualification

1629. Effect of failure to have statement of foreign qualification 1. Conducting activities; maintaining proceeding. A foreign limited liability company conducting activities in this State, or anyone on its behalf, may not maintain a proceeding in any court in this State for the collection of its debts unless an effective statement of foreign qualification for the foreign limited liability company is in the records of the office of the Secretary of State. 2. Stay proceeding. A court may stay a proceeding commenced by a foreign limited liability company until it determines whether the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State. If the court determines that the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State, the court may further stay the proceeding until there is an effective statement of foreign qualification on file with the office of the Secretary of State with respect to the foreign limited liability company. If a court determines that a foreign limited liability company is required to have a statement of foreign qualification on file with the office of the Secretary of State, and the foreign limited liability company subsequently delivers for filing to the office of the Secretary of State a statement of foreign qualification, a proceeding in any court in this State to which the foreign limited liability company is a party may not, after the effective date of the statement of foreign qualification, be dismissed by reason of the foreign limited liability company's prior noncompliance with section 1622. 3. Civil penalty. A foreign limited liability company is liable for a civil penalty of $500 for each year, or portion thereof, it transacts business in this State without first complying with the requirements of section 1622. 4. Recovery of civil penalty. The civil penalty set forth in subsection 3 may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has conducted activities in this State in violation of this subchapter, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conducting of activities by the foreign limited liability company and its agents and the further exercise of any rights and privileges of a foreign limited liability company in this State until all amounts plus any interest and court costs that the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter. 5. Validity of acts; defending proceeding. Notwithstanding subsections 1 and 2, the conducting of activities in this State by a foreign limited liability company without having a statement of foreign qualification on file in the records of the office of the Secretary of State does not impair the validity of the acts of the foreign limited liability company or prevent the foreign limited liability company from defending any proceeding in this State. 6. Debts; obligations; liabilities. A member or agent of a foreign limited liability company is not liable for the debts, obligations or other liabilities of the foreign limited liability company solely because the foreign limited liability company conducted activities in this State without a statement of foreign qualification being on file with the office of the Secretary of State. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch21sec0.htmlFetched: 10/20/2026