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Maine Foreign Registration Form MBCA-12

Maine Form MBCA-12, the foreign corporation application for authority

Form MBCA-12 is the Application for Authority to do Business, which a foreign business corporation files with the Secretary of State to be able to transact business in the state. The filing fee is $250, the form has 8 numbered items, and an officer must sign it in the original. A foreign nonprofit uses a different form and pays $45. We prepare Form MBCA-12 for $199.

Qualify my LLC in Maine

Form MBCA-12 at a glance

Title
Application for Authority to do Business
Statute
13-C MRSA 1503
Fee
$250
Signer
A duly authorized officer, in the original
Attached
Certificate of existence under 90 days old
Edition
12/23
Mail to
Department of the Secretary of State, Corporations, UCC and Commissions, 101 State House Station, Augusta, ME 04333-0101

What the statute requires

A foreign corporation has to file an application for authority in Maine before it transacts business here. The application states the corporation's name, where and when it was incorporated, its principal office, its registered agent and its current directors and officers with usual business addresses. Proof of existence from the home jurisdiction goes with it.

The first four items

The opening items cover a fictitious name when the real corporate name is unavailable, the registered agent as commercial or noncommercial, the agent's consent, and a box for professional corporations.

Items FIFTH and SIXTH: where the corporation comes from

Item FIFTH asks for the jurisdiction of incorporation and the date of incorporation. Item SIXTH gives the principal office, wherever it sits, with a separate mailing address if there is one.

Item SEVENTH: directors and officers

List the names and usual business addresses of the current directors and officers. Additional pages may be attached.

Item EIGHTH: the proof of existence

The last item says proof of existence must be enclosed: a certificate, or a similar document, authenticated by whoever keeps corporate records in the home jurisdiction, dated less than 90 days before delivery.

Signing

The form must be signed in the original by a duly authorized officer, and the signer's name and capacity are typed or printed beneath. A professional corporation also ticks a box confirming that every shareholder, a majority of the directors and every officer except the clerk, secretary and treasurer are licensed in at least one state to render the service.

Fees around the application

The filing fee is $250. An amended application costs $70, or $35 if only the principal office address changes. Withdrawal costs $90. The yearly report costs $150, and a report filed after its due date adds $50.

Penalty for acting without authority

A foreign corporation transacting business without authority is liable for a civil penalty of $500 per calendar year or fraction of one, and may not take a case to a Maine court until it files an application and pays the fee. Its corporate acts are not undone, and it may answer any proceeding. Anyone who takes over its claim, whether by succession or assignment, faces the same bar.

How authority is lost

The Secretary of State can start revocation for any of 7 reasons, among them a missed annual report, an unpaid penalty, a missing registered agent, an unreported agent change or a false document. Notice is sent by regular mail, and the corporation has sixty days after it to correct the problem.

Nonprofits, partnerships and LLPs

A foreign nonprofit corporation files Form MNPCA-12, the Application for Authority to Carry on Activities, for $45. A foreign limited partnership files Form MLPA-12, the Application for Certificate of Authority, for $250. A foreign LLP files Form MLLP-12 for $250. All three also require proof of existence issued within 90 days; an LLP can use its stamped registration if its home state issues no certificate.

How we prepare Form MBCA-12

  1. You send the corporation facts

    Name, incorporation date, offices and officers.

  2. We complete the form

    From your proof of existence and answers.

  3. An officer signs in the original

    The signature is not a copy.

  4. We assemble the package

    Proof, cover letter and payment.

  5. We file

    Sent to the state with $250.

Paying for Form MBCA-12

The fee is $250 for a business corporation, and a nonprofit pays $45 on its own form. A report is $150 a year, a late report adds $50, and a fictitious name is $40. Payment goes to the Maine Secretary of State by check or money order.

Original signature

The footnote on the form says it must be originally signed by a duly authorized officer. A scanned or photocopied signature does not meet that. The form travels by hand or mail to the officer and back before it goes to Augusta.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Form MBCA-12 questions

Does a nonprofit use Form MBCA-12?

No. A foreign nonprofit uses Form MNPCA-12.

Does an LLC use Form MBCA-12?

No. An LLC uses Form MLLC-12.

Must the officer sign in ink?

The form says it must be originally signed by a duly authorized officer.

We prepare Form MBCA-12

Our fee and Maine's

Qualify my LLC in Maine

$199

+ $250 Maine fee

Qualify my LLC in Maine
  • 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

  1. Maine Secretary of State, foreign entities
  2. 31 MRSA 1680, fees
  3. 31 MRSA 1622, statement of foreign qualification required
  4. Maine Form MLLC-12, statement of foreign qualification
  5. 31 MRSA 1665, annual report
  6. Maine Secretary of State, business corporation forms
  7. Maine Secretary of State, nonprofit corporation forms
  8. Maine Form MLPA-12, limited partnership application for certificate of authority
  9. Maine Form MBCA-12, application for authority to do business
  10. 13-C MRSA 1503, application for authority
  11. 13-C MRSA 123, filing fees for corporations
  12. 13-C MRSA 1502, consequences of acting without authority
  13. 13-C MRSA 1531-A, grounds for revoking a foreign corporation
  14. 31 MRSA 1626, procedure for and effect of revocation
  15. 13-C MRSA 1532, how revocation works
  16. Maine Form MNPCA-12, nonprofit application for authority
  17. Maine Form MLLP-12, limited liability partnership application for authority

Maine qualification, drafted and filed

Give us the LLC details and we prepare the statement, the cover letter and the package.

Qualify my LLC in Maine