ADMINISTRATIVE PROVISIONS

M.R.S. tit. 31, ch. 21, subch. 13

in effect

31 M.R.S. §1661 Registered agent for limited liability company

1661. Registered agent for limited liability company A limited liability company must have and continuously maintain a registered agent in this State as defined by Title 5, section 102, subsection 27. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §25 (AMD).

31 M.R.S. §1662 Service of process

1662. Service of process Service of process, notice or demand required or permitted by law on a limited liability company is governed by Title 5, section 113. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §26 (AMD).

31 M.R.S. §1663 Principal office

1663. Principal office The principal office of a limited liability company or foreign limited liability company need not be located in this State. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1664 Certificate of existence; certificate of qualification; certificate of fact

1664. Certificate of existence; certificate of qualification; certificate of fact 1. Certificate of existence; certificate of qualification. The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company or certificate of qualification for a foreign limited liability company if the records filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this State or authorized to transact business in this State. A certificate of existence or certificate of qualification must state: A. The limited liability company's name; B. That, if a limited liability company, the limited liability company is duly formed under the laws of this State and the date of formation; C. That, if a foreign limited liability company, the foreign limited liability company is authorized to transact business in this State, the date on which the limited liability company was authorized to transact business in this State and its jurisdiction of organization; D. That all fees and penalties owed to the State have been paid in full, if: (1) Payment is reflected in the records of the office of the Secretary of State; and (2) Nonpayment affects the existence or authorization of the limited liability company or foreign limited liability company; E. That the limited liability company's most recent annual report required by section 1519 has been filed by the Secretary of State; F. Whether the limited liability company has delivered to the office of the Secretary of State for filing a certificate of cancellation by a limited liability company or a statement of cancellation of foreign qualification; and G. Other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. 2. Conclusive evidence. Subject to any condition stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business or conduct activities in this State. 3. Certificate of fact. In addition to the certificate authorized under subsection 1, the Secretary of State may issue a certificate of fact attesting to any fact of record in the office of the Secretary of State that may be requested. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §7 (AMD).

31 M.R.S. §1665 Annual report for Secretary of State

1665. Annual report for Secretary of State 1. Annual report. Each year, each limited liability company or each foreign limited liability company authorized to conduct business in this State shall deliver to the office of the Secretary of State for filing an annual report setting forth: A. The name of the limited liability company or the foreign limited liability company; B. The information required by Title 5, section 105, subsection 1; C. The address of the limited liability company's or foreign limited liability company's principal office; D. A brief statement of the character of the business in which the limited liability company is actually engaged in this State; and E. The name and address of at least one person who is a member, manager or other authorized person of the limited liability company. 2. Current information. Information in an annual report under this section must be current as of the date the report is delivered to the office of the Secretary of State for filing. 3. First annual report; subsequent reports. The first annual report under this section must be delivered to the office of the Secretary of State between January 1st and June 1st of the year following the calendar year in which a limited liability company was formed or a foreign limited liability company delivered its statement of foreign qualification to the office of the Secretary of State for filing. For subsequent years, annual reports must be delivered to the office of the Secretary of State between January 1st and June 1st of the following calendar year. 4. Filing. The report, together with the filing fee required by this chapter, must be delivered for filing to the office of the Secretary of State, who shall file the report if the Secretary of State finds that it conforms to the requirements of subsection 1. If the Secretary of State finds that the report does not conform to the requirements of subsection 1, the Secretary of State shall promptly mail or otherwise return the report to the reporting limited liability company for any necessary correction. If the report is corrected to contain the information required in subsection 1 and delivered to the office of the Secretary of State within 30 days after the effective date of the notice, it is timely delivered. Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery of an annual report as established by the Secretary of State by rule, the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid or was delivered in a medium authorized by the Secretary of State is deemed in compliance with this requirement. The penalties prescribed by this chapter for failure to file the report by the date required by rule by the Secretary of State do not apply if the report is corrected to conform to the requirements of this chapter and returned to the Secretary of State within 30 days from the date on which the report was mailed or otherwise returned to the limited liability company by the Secretary of State. 5. Certificate of excuse. The Secretary of State, upon application by a limited liability company and satisfactory proof that it has ceased to transact business and that it is not indebted to this State for failure to file an annual report and to pay any fees or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate to the limited liability company, after which the limited liability company is excused from filing annual reports with the office of the Secretary of State, as long as the limited liability company in fact transacts no business. The name of a limited liability company remains in the office of the Secretary of State's records of entity names and is protected for a period of 5 years following excuse. 6. Resumption of business. A limited liability company that has been excused from filing annual reports pursuant to subsection 5 may elect to resume transacting business. A certificate executed and filed as provided in section 1673 setting forth that an election was made to resume the transaction of business authorizes the limited liability company to resume transaction of business. After that certificate is filed, the limited liability company is required to file annual reports beginning with the next reporting deadline following resumption. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §§8-10 (AMD).

31 M.R.S. §1666 Amended annual report of limited liability company or foreign limited liability company

1666. Amended annual report of limited liability company or foreign limited liability company 1. Amended annual report. If the information contained in an annual report filed under section 1519 has changed, a limited liability company may, if it determines it to be necessary, deliver to the office of the Secretary of State for filing an amended annual report to change the information on file. 2. Contents. The amended annual report under subsection 1 must set forth: A. The name of the limited liability company or foreign limited liability company and the jurisdiction of its organization; B. The date on which the original annual report was filed; and C. The information that has changed and the date on which it changed. 3. Filing date. An amended annual report under subsection 1 may be filed by the limited liability company after the date of the original filing and until December 31st of that filing year. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §11 (AMD).

31 M.R.S. §1667 Failure to file annual report; incorrect report; penalties

1667. Failure to file annual report; incorrect report; penalties 1. Failure to file; penalty. A limited liability company or foreign limited liability company that is required to deliver an annual report for filing as provided by section 1665 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty set forth in section 1680, subsection 10 as long as the report is received by the Secretary of State prior to revocation or administrative dissolution. Upon a limited liability company's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375, shall revoke a foreign limited liability company's authority to do business in this State and administratively dissolve a limited liability company. The Secretary of State shall use the procedures set forth in section 1592 to administratively dissolve a limited liability company and the procedures set forth in section 1626 to revoke a foreign limited liability company's authority to transact business in this State. A limited liability company that has been administratively dissolved under section 1592 must follow the requirements set forth in section 1603 to reinstate. 2. Return for correction. If the Secretary of State finds that an annual report delivered for filing does not conform with the requirements of section 1665, the report must be returned for correction. 3. Excused from liability. If the annual report of a limited liability company or foreign limited liability company is not delivered for filing within the time specified in section 1665, the limited liability company is excused from the liability provided in this section and from any other penalty for failure to file timely the report if it establishes to the satisfaction of the Secretary of State that failure to file was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §12 (AMD).

31 M.R.S. §1668 Powers of the Secretary of State; rules

1668. Powers of the Secretary of State; rules The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter, including the power to adopt rules not inconsistent with this chapter. Rules adopted pursuant to this chapter are routine technical rules as defined in Title 5, chapter 375, subchapter 2‑A. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1669 Expedited service

1669. Expedited service The Secretary of State may provide an expedited service for the processing of documents in accordance with this chapter. If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance with the Maine Administrative Procedure Act. Fees collected for expedited service must be deposited into a fund for use by the Secretary of State in providing an improved filing service. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1670 Access to database

1670. Access to database The Secretary of State may provide public access to the database through a medium approved by the Secretary of State, through public terminals and through electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1671 Publications

1671. Publications 1. Fee for publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. 2. Use of fees. Fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State to replace and update publications offered in accordance with this chapter and to fund new publications. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1672 Filing duty of Secretary of State

1672. Filing duty of Secretary of State 1. Duty to file. If a document delivered to the office of the Secretary of State for filing pursuant to this chapter satisfies the requirements of this chapter, the Secretary of State shall file the document. 2. Recording as filed; acknowledgment. The Secretary of State files a document pursuant to subsection 1 by recording it as filed on the date of receipt. After filing a document, the Secretary of State shall deliver to the limited liability company or foreign limited liability company or its representative a copy of the document with an acknowledgement of the date of filing. If the person delivering the document for filing so requests, the acknowledgment must further include the hour and minute of filing. 3. Refusal to file; written explanation. If the Secretary of State refuses to file a document, the Secretary of State shall return it to the limited liability company or foreign limited liability company or its representative within 5 days after the document was delivered, together with a brief written explanation of the reason for the refusal. 4. Ministerial. The Secretary of State's duty to file a document under this chapter is ministerial, and the filing or refusal to file a document does not: A. Affect the validity or invalidity of the document in whole or in part; B. Relate to the correctness or incorrectness of information contained in the document; or C. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §§13, 14 (AMD).

31 M.R.S. §1673 Requirements for documents filed with the Secretary of State

1673. Requirements for documents filed with the Secretary of State Each document authorized or required to be delivered to the Secretary of State for filing under this chapter must satisfy the following requirements and the requirements of any other section of this chapter. 1. Information. The document must contain all information required by the laws of this State to be contained in the document but, unless otherwise provided by law, may not contain other information. 2. Form; format. The document must be legibly typewritten or printed in ink or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. 3. Prescribed form. The Secretary of State may prescribe and furnish on request forms for any documents required or permitted to be filed by this chapter. If the Secretary of State so requires, use of these forms is mandatory. 4. English language. A person's name set forth in the document need not be in English if expressed in English letters or Arabic or Roman numerals. Documents of a foreign person need not be in English if accompanied by a reasonably authenticated English translation. 5. Delivery. The document must be delivered to office of the Secretary of State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of State. 6. Fee. At the time of delivery of the document, the correct filing fee and any reinstatement fee or penalty must be paid or provision for payment made in a manner permitted by the Secretary of State. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1674 Effective time, delayed effective date

1674. Effective time, delayed effective date Except as otherwise provided in section 1675 and Title 5, section 111, a record delivered to the office of the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 1675 and Title 5, section 111, a record filed by the Secretary of State is effective: 1. No specified time or delayed effective date. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; 2. Effective time but not delayed date. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; 3. Delayed effective date but no time. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: A. The specified date; or B. The 90th day after the record is filed; or 4. Specified time and delayed effective date. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: A. The specified date; or B. The 90th day after the record is filed. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1675 Correcting filed record; effective time and date

1675. Correcting filed record; effective time and date 1. Statement of correction. A limited liability company or foreign limited liability company may deliver to the office of the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited liability company or foreign limited liability company to the office of the Secretary of State and filed by the Secretary of State if at the time of filing the record contained incorrect information or was defectively signed or if the information subsequently becomes inaccurate. 2. Contents. A statement of correction under subsection 1 may not state a delayed effective date and must: A. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; B. Specify the incorrect or inaccurate information and the reason it is incorrect or inaccurate or the manner in which the signing was defective; and C. Correct the incorrect or inaccurate information or the manner in which the signing was defective. 3. Effective retroactively; effective when filed. When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. 4. Erroneously filed record. A statement of correction may be used to render ineffective an erroneously filed record. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §15 (AMD).

31 M.R.S. §1676 Signing of records to be delivered for filing to office of the Secretary of State

1676. Signing of records to be delivered for filing to office of the Secretary of State 1. Record signed. A record delivered to the office of the Secretary of State for filing pursuant to this chapter must be signed as follows. A. A limited liability company's initial certificate of formation must be signed by at least one authorized person. B. A record signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. C. A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities under section 1597, subsection 1 or a person appointed under section 1598, subsection 2 to wind up those activities. D. A statement of denial by a person under section 1543 must be signed by that person. E. Any other record must be signed by the person on whose behalf the record is delivered to the office of the Secretary of State. 2. Agent; attorney-in-fact. Any record to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the record need not be provided to or filed with the office of the Secretary of State. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1677 Signing and filing pursuant to judicial order

1677. Signing and filing pursuant to judicial order 1. Petition. If a person required by this chapter to sign a record or deliver a record to the office of the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by such failure to sign may petition the Kennebec County Superior Court to order: A. The person to sign the record; B. The person to deliver the record to the office of the Secretary of State for filing; or C. The Secretary of State to file the record unsigned. 2. Party to action. If a petitioner under subsection 1 is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party. 3. Reasonable expenses. A court may award reasonable expenses, including reasonable attorney's fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection 1. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §16 (AMD). PL 2011, c. 691, Pt. A, §32 (AMD).

31 M.R.S. §1678 Liability for incorrect or inaccurate information in filed record

1678. Liability for incorrect or inaccurate information in filed record 1. Incorrect or inaccurate information. If a record delivered to the office of the Secretary of State for filing under this chapter and filed by the Secretary of State contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate at the time the record was signed. 2. Affirmation that facts are true. 3. Unsworn falsification. The execution of a certificate or articles containing one or more false statements constitutes unsworn falsification under Title 17‑A, section 453. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §§27, 28 (AMD).

31 M.R.S. §1679 Address

1679. Address Whenever a provision of this subchapter requires that a document for filing state an address, the document must state: 1. Street or rural route. An actual street address or rural route box number; and 2. Mailing address. A mailing address, if different from the address under subsection 1. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §§29, 30 (AMD).

31 M.R.S. §1680 Filing and copying fees; penalties

1680. Filing and copying fees; penalties A document filed under this chapter is not effective until the applicable fee required in this section is paid. The following fees or penalties must be paid to the office of the Secretary of State: 1. Reservation. For filing of an application for reservation of name or a notice of transfer of reservation pursuant to section 1509, a fee of $20 for each limited liability company affected; 2. Assumed or fictitious name. For filing of a statement for use of an assumed name under section 1510, a fee of $125, and for filing a statement for use of a fictitious name under section 1510, a fee of $40; 3. Termination of assumed or fictitious name. For filing of a termination of an assumed or fictitious name under section 1510, a fee of $20; 4. Registered name. For filing of an application for a registered name of a foreign limited liability company under section 1511, a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing an application to renew the registration of a registered name, a fee of $200; 5. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 1664, a fee in the amount of $30; 6. Annual report. For filing of an annual report under section 1665, a fee of $85 for a limited liability company or a fee of $150 for a foreign limited liability company; 7. Application for excuse. For filing a statement for excuse under section 1665, subsection 5, a fee of $40; 8. Certificate of resumption. For filing a statement of resumption under section 1665, subsection 6, a fee of $100; 9. Amended annual report. For filing of an amended annual report under section 1666, a fee of $85 for a limited liability company or a fee of $150 for a foreign limited liability company; 10. Late filing penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, a fee of $50; 11. Statement of correction. For filing of a statement of correction under section 1675, a fee of $50; 12. Certificate of cancellation. For filing a certificate of cancellation under section 1533, a fee of $75; 13. Certificate of formation. For filing of a certificate of formation under section 1531, a fee of $175; 14. Amendment or restatement of certificate of formation. For filing an amended certificate of formation under section 1532, a fee of $50; and for filing a restatement of certificate of formation under section 1532, subsection 4, a fee of $80; 15. Statement of authority; amendment or cancellation. For filing a statement of authority under section 1542, a fee of $50; for filing an amended statement of authority under section 1542, subsection 2, a fee of $50; and for filing a cancellation of a statement of authority under section 1542, subsection 2, a fee of $50; 16. Statement of denial. For filing a statement of denial under section 1543, a fee of $50; 17. Reinstatement fee after administrative dissolution. For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint or maintain a registered agent, a fee of $150; for failure to notify the Secretary of State that the registered agent or the address of the registered agent has been changed or failure to appoint a replacement registered agent after the registered agent has resigned, a fee of $150; and for filing false information, a fee of $150; 18. Certificate of revival after dissolution. For filing a certificate of revival after dissolution for a limited liability company under section 1604, a fee of $150; 19. Statement of foreign qualification. For filing of a statement of foreign qualification under section 1622, a fee of $250; 20. Statement of change of foreign qualification. For filing a statement of change under section 1622, subsection 3, except to change the address of the principal office, a fee of $90. For filing a statement of change to change the address of the principal office, a fee of $35; 21. Statement of cancellation of foreign qualification. For filing a statement of cancellation of foreign qualification under section 1628, a fee of $90; 22. Statement of merger. For filing a statement of merger under section 1643, a fee of $150; 23. Statement of conversion. For filing a statement of conversion under section 1647 to convert to a business corporation governed by Title 13‑C, a fee of $145; for filing a statement of conversion under section 1647 to convert to a nonprofit corporation governed by Title 13‑B, a fee of $40; for filing a statement of conversion under section 1647 to convert to a limited partnership governed by chapter 19, a fee of $175; for filing a statement of conversion under section 1647 to convert to a limited liability partnership governed by chapter 15, a fee of $175; and for filing a statement of conversion under section 1647 to convert to a partnership governed by chapter 17, a fee of $175; 24. All other filings. For filing of a certificate, statement, affidavit, agreement or any other paper provided for by this chapter, for which a fee is not specifically prescribed, a fee of $35; 25. Copies of filed documents. For all copies, whether certified or not, a fee of $2 per page. For purposes of this chapter, a filed document is any filing provided for by this chapter and filed by the Secretary of State; 26. Certified copies. For certification of copies of filed documents under this chapter, a fee of $5 for each certification in addition to any fee due under subsection 25; 27. Preclearance of document. For the preclearance of a document for filing, a fee of $100; and 28. Service of process on Secretary of State as agent. For accepting service of process under section 1626, subsection 4, a fee of $20. All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the exception of those fees established by rule and collected for expedited service. Fees for expedited service are deposited into a fund for use by the Secretary of State in providing an improved filing service. RR 2009, c. 2, §86 (COR). PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §31 (AMD). PL 2011, c. 113, Pt. B, §§17-19 (AMD).

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