Maine Foreign Registration What counts
Does your LLC have to qualify in Maine? What counts as conducting activities
A foreign LLC must qualify in Maine before it conducts activities there, and Maine's statute lists 11 actions that do not count. Beyond that list, activities may trigger the rule, and a foreign LLC that ignores it faces a civil penalty of $500 per calendar year, counting a part-year as a full one.
The rule and what it leaves out
No foreign LLC may conduct activities in Maine before its statement of foreign qualification is filed. The statute then lists the actions that do not amount to conducting activities, and it adds that the section does not decide when service of process, taxation or regulation apply, which other laws govern.
The eleven listed actions
| Letter | Action |
|---|---|
| A | Maintaining, defending or settling a proceeding or dispute for itself |
| B | Holding meetings or carrying on internal affairs |
| C | Keeping accounts in financial institutions |
| D | Maintaining transfer offices or trustees for its own securities or interests |
| E | Selling through independent contractors |
| F | Soliciting or obtaining orders, by mail, electronic means or agents, that need acceptance outside Maine |
| G | Borrowing, lending or taking mortgages and security interests |
| H | Collecting its debts and enforcing security, and holding property so acquired |
| I | Owning real or personal property, without more |
| J | A single transaction wrapped up within thirty days and not repeated |
| K | Activities in interstate commerce |
The statute is 31 MRSA 1623.
Ownership roles that do not count
Three further roles are excluded by a separate subsection. An LLC is not conducting activities solely because it owns a controlling interest in an organization that does, because it is a limited partner of a partnership that does, or because it is a member of another LLC that does.
Examples near the line
- A Maine office or studio. Operating from a fixed place in the state is not on the list.
- Staff who live and work in Maine. Regular work by employees falls outside the listed actions.
- Delivery and installation. Taking an order accepted elsewhere is listed; performing the work in Maine is not.
- Rental or development property. Owning property without more is listed; running it as a business is not.
- Sales through independent contractors. Selling through independent contractors is listed.
The thirty-day action
Item J covers a lone transaction completed inside 30 days and is not one of several like it. A project that stretches past a month falls out, and so does a second job of the same kind. It is a one-deal rule rather than a grace period.
Maine tax is a separate question
Whether an LLC owes Maine tax is not decided by the qualification list. The two questions have separate answers, and an LLC can fall under one without the other. Ask a Maine accountant about tax and use this site for the qualification question.
What an unqualified LLC faces
An LLC that works in Maine with no statement on record cannot file a debt-collection case in a Maine court, the court may pause any suit it starts, and a civil charge of $500 runs for each calendar year or fraction of one. The Attorney General recovers the penalty and can seek an injunction. Its acts remain in force, and its members and agents are not answerable for its debts merely because it failed to qualify. The penalty page has the detail.
Corporations have their own list
A foreign corporation has a separate list of 13 activities in its own statute. It includes selling through independent contractors, owning property other than agricultural real estate without more, and owning and controlling a subsidiary. The corporation page covers the form.
A short test
Four questions help. Are there people, premises or equipment in Maine? Is the same kind of work done here repeatedly? Is Maine property part of the LLC's business? Is any of it likely to outlast thirty days? A yes to any of these points toward qualifying. If its contacts are only an account, a meeting and orders accepted elsewhere, the list probably covers it.
When to ask a Maine lawyer
The statute leaves room for judgment. If the LLC is on the line, or has operated in Maine for some time, ask a Maine attorney before deciding.
Parents, subsidiaries and holding companies
The third subsection of the statute covers the case most holding companies ask about. An LLC is not conducting activities in Maine solely because it owns a controlling interest in an organization that does, or because it is a limited partner or member of an entity that does. The word solely matters. If the parent itself does more, such as running the subsidiary's operations from a Maine office, the protection may not apply.
Maine's list compared with the corporation list
The LLC list has 11 items and the corporation list 13. They overlap on most points. The corporation list adds trustee activity and the ownership of a controlling subsidiary, while the LLC list treats ownership separately in its own subsection. If your entity is a corporation, read the corporation page.
What-counts questions
Does a Maine bank account require qualification?
No. Holding funds at a financial institution is one of the listed actions.
Does selling to a Maine customer require it?
Not automatically. Orders accepted outside Maine and single deals within 30 days are on the list.
Does owning a Maine subsidiary count?
Owning a controlling interest in an organization that conducts activities does not, by itself, make the LLC conduct them.
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
- 31 MRSA 1629, effect of failure to have statement of foreign qualification
- 31 MRSA 1623, actions not constituting conducting activities
- 13-C MRSA 1501, foreign corporations need authority
Maine qualification, drafted and filed
Give us the LLC details and we prepare the statement, the cover letter and the package.