Maine Foreign Registration Penalty
The penalty for a foreign LLC that does not qualify in Maine
An LLC from elsewhere that carries on activities in Maine with no statement of foreign qualification owes $500 for every year it operates, even a fraction of one, may not bring a debt-collection suit in a Maine court, and can be enjoined from continuing. Its acts remain in force and it can still answer a suit.
Consequences at a glance
| Consequence | Rule | Source |
|---|---|---|
| Collection suits | No debt-collection action in a Maine court until a statement is filed | 31 MRSA 1629(1) |
| Stay | A court may stay the LLC's suit until it decides whether qualification is needed | 31 MRSA 1629(2) |
| Civil penalty | $500 for each year, or portion of one | 31 MRSA 1629(3) |
| Attorney General | Recovers the penalty and may seek an injunction | 31 MRSA 1629(4) |
| Validity | Acts remain valid; the LLC may still defend | 31 MRSA 1629(5) |
| Members and agents | Not liable solely for the failure to qualify | 31 MRSA 1629(6) |
The penalty is counted by year
The civil penalty is $500 for each calendar year, or portion of one, that the LLC conducts activities without qualifying. An LLC that works unqualified from November through February is in two years and owes $1,000. A full three years comes to $1,500.
No suing to collect
An unqualified foreign LLC, or anyone suing on its behalf, may not bring a debt-collection action in a Maine court until a statement of foreign qualification is in the records. A court can pause the case while it decides whether qualification was needed, and if it finds so, it can keep the case paused until the LLC qualifies.
Injunction and the Attorney General
The Attorney General brings the action to recover the penalty. On a finding that the LLC conducted activities in violation, the court may issue an injunction against further activity in addition to, or instead of, the penalty.
What stays intact
Failing to qualify does not impair the validity of what the LLC did, and it does not stop the LLC from defending a proceeding in Maine. Members and agents do not become answerable for the LLC's debts simply because it conducted activities without a statement.
Revocation after you qualify
Qualification is not permanent. The Secretary of State may begin a revocation proceeding on any of 8 grounds: fees or penalties left unpaid, an annual report not delivered, an unpaid late penalty, no registered agent, an unreported agent change, a knowingly false document, a missing amended application, or an authenticated cancellation or merger certificate from the home state.
The sixty days
After a determination, the Secretary of State sends notice by regular mail, and service is complete 5 days after mailing. The statement is revoked if the LLC has not corrected the ground within 60 days after the notice issued. The notice recites the ground, and the LLC can answer by fixing it.
After revocation
Authority to conduct activities ends on the revocation date. For claims from the authorized period, the Secretary of State serves as the LLC's agent for process, and the registered agent keeps its authority to accept service. An LLC that wants to conduct activities again must be authorized as the chapter provides.
Appeal
The LLC may appeal a revocation by petitioning the Kennebec County Superior Court within 30 days after the notice of revocation, attaching its statement and the notice. The court may order the statement reinstated or take other action it considers appropriate.
The late filing penalty is its own ground
Failing to pay the $50 late filing penalty on an annual report is a separate ground for revocation, in addition to failing to file the report.
Fixing it
For an LLC that never qualified, the fix is to file Form MLLC-12 and pay $250. The state can still pursue the penalty for the earlier period. For a revoked LLC, the chapter requires authorization again. If your LLC was revoked, say so when you order, and we check the record for the right filing.
Penalty questions
Is the penalty charged per month?
No. The charge is yearly, and a partial year counts as a whole one.
Do my contracts become void?
No. The statute says the acts remain valid.
Can I be sued without qualifying?
Yes. Failure to qualify does not stop the LLC from defending.
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 1625, grounds for revocation
- 31 MRSA 1626, procedure for and effect of revocation
- 13-C MRSA 1532, how revocation works
- 31 MRSA 1627, appeal from revocation
Maine qualification, drafted and filed
Give us the LLC details and we prepare the statement, the cover letter and the package.