Maine Foreign Registration Delaware LLCs
Qualifying a Delaware LLC in Maine
A Delaware LLC qualifying in Maine budgets $250 for Form MLLC-12, $150 for the first Maine annual report and $50 for the short Delaware certificate, plus Delaware's $400 annual tax, for $850 in the first year. The Delaware certificate is the proof of existence Maine wants, and it is only useful if it is recent.
Delaware beside Maine
| Item | Delaware | Maine |
|---|---|---|
| Annual charge | $400 tax | $150 report |
| Deadline | June 1 | June 1 |
| If late | $200 penalty plus interest | $50 penalty on the report |
| Proof of existence | $50 short, $175 long | Required, at most 90 days old |
Which Delaware certificate to buy
Delaware sells a short certificate and a long one that lists the LLC's filings. Maine asks for a certificate of existence or another document it finds suitable, so the short one is the natural choice. Buy the long one only if a lender asks. Either way, order it close to the day you file, since Maine counts its age from issue to delivery.
Settle the Delaware tax
Delaware turns away other filings from an LLC with an unpaid annual tax, and a long-unpaid LLC can fall off the register. Because the certificate speaks to existence and standing, settle the tax before you order it. Maine also asks the signer to swear to the contents of the statement, so a Delaware record that is wrong makes the oath wrong.
Putting Delaware facts on Form MLLC-12
The Delaware name goes in the name items, with its ending. Item THIRD takes the Delaware formation date and the words Delaware as the jurisdiction. The principal office is wherever the LLC really runs from, and it must be a physical location. Managers go in item EIGHTH with business, residence and mailing addresses.
Do not give Maine the Delaware agent
The Delaware registered agent keeps a Delaware office. Item SIXTH asks for a commercial agent or for a noncommercial agent with a physical address in Maine. See the agent page.
If the LLC renames itself in Delaware
A name change after qualification is reported to Maine on Form MLLC-12A, $90, because the statute requires a prompt statement of change when anything in the filed qualification is no longer true. If the new name lacks a Maine ending, a fictitious name statement is also needed.
The first-year total
$250 for Maine, $50 for the certificate, $400 for Delaware's tax and $150 for the first Maine report come to $850. The sum leaves out our fee, any expedite tier and an outside agent's charge. A Delaware tax paid late adds $200 to it.
Two calendars
Delaware's tax is due June 1, and Maine's legal deadline is June 1. Both fall in the spring, which makes it easy to pay one and forget the other. Enter both dates on one calendar once the Maine statement is filed, and name who is responsible for each.
A worked example
A Delaware LLC that designs furniture takes a studio in Portland. It settles its Delaware tax, buys a short certificate, names a Portland registered agent and has its manager sign Form MLLC-12. The package goes to Augusta with $250 and the cover letter. The next spring it files its first Maine annual report and pays Delaware by June 1.
From Delaware to a Maine statement
Clear the Delaware tax
$400, due June 1.
Choose a Maine agent
Commercial, or noncommercial with a physical address.
Order the short certificate
$50, at most 90 days old when delivered.
Complete and sign Form MLLC-12
An authorized person signs.
File with the cover letter
$250 to the Secretary of State.
Year one in numbers
| Item | Cost |
|---|---|
| Maine statement, Form MLLC-12 | $250 |
| Short Delaware certificate | $50 |
| Delaware annual tax | $400 |
| First Maine annual report | $150 |
| Total | $850 |
A smaller change
A statement of change that only moves the principal office address costs $35, against $90 for a new agent or name.
Managers who live elsewhere
Item EIGHTH lists each manager's business, residence and mailing address, wherever the manager lives. No notary is involved, so a manager can sign from anywhere.
What the purpose item should say
Item FIFTH asks what business the LLC will conduct in Maine. Base it on the LLC's own governing documents and its plan for Maine. A short, factual line will do.
Comparing with a Wyoming LLC
A Wyoming LLC pays the same $250 and $150 to Maine. The difference lies at home: Delaware charges its $400 tax and sells its certificate for $50, while Wyoming's minimum is lower and its online certificate carries no fee. See the Wyoming page.
Delaware-to-Maine questions
Does Maine take a short Delaware certificate?
It asks for a certificate of existence or a suitable document, which the short form is.
Does qualifying alter what I owe Delaware?
No. Delaware's $400 still falls due June 1.
Can one agent serve both states?
Only an agent that has a Maine address and is listed for Maine.
Our fee and Maine's
- Form MLLC-12 completed from your answers, with the cover letter
- Your home-state proof tested against Maine's 90-day limit
- A Maine registered agent for the statement, either ours or the one you pick
- The package mailed to the corporations division, then your qualification record returned
- Renewal: after the first year, the agent service renews at $149 a year
Checkout lists Maine's $250 on a separate line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Maine Secretary of State, foreign entities
- 31 MRSA 1680, fees
- 31 MRSA 1622, statement of foreign qualification required
- Maine Form MLLC-12, statement of foreign qualification
- 31 MRSA 1665, annual report
- Maine Secretary of State, business corporation forms
- Maine Secretary of State, nonprofit corporation forms
- Maine Form MLPA-12, limited partnership application for certificate of authority
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, certificates of status and entity status online
- Maine Secretary of State, filing an annual report
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
Maine qualification, drafted and filed
Give us the LLC details and we prepare the statement, the cover letter and the package.