Maine Foreign Registration Cancelling
Maine Form MLLC-12B: cancelling a foreign LLC's qualification
Form MLLC-12B is the Statement of Cancellation of Foreign Qualification, and a foreign LLC files it to end its authority to conduct activities in Maine. The fee is $90, it takes effect when the Secretary of State files it, and cancelling before a report falls due removes that report and its fee. We prepare it for $199.
Form MLLC-12B at a glance
- Title
- Statement of Cancellation of Foreign Qualification
- Statute
- 31 MRSA 1628
- Fee
- $90
- Items
- 7 numbered items
- Signer
- An authorized person, under false swearing penalties
- Corporation equivalent
- Application of Withdrawal, $90
When to cancel
Cancel when the LLC will not conduct activities in Maine again. An LLC that is quiet for a short time may do better to keep its qualification, since the report costs $150 while a new statement costs $250. Cancelling also ends the registered agent's role, so tell the agent first.
What the form says
The form takes seven numbered items. They give any fictitious name used in Maine, the jurisdiction and date of organization, the date the LLC qualified in Maine, a statement that it will no longer conduct business and is cancelling, a mailing address for process if it keeps no agent, the principal office address, and an acknowledgment that any assumed name is withdrawn on the effective date.
If the LLC stops keeping an agent
Item FIFTH covers an LLC that is not going to maintain a registered agent in Maine. It gives the mailing address to which service of process may be mailed under the Maine process statute. Use an address someone will check for years, since claims from the qualified period can still arrive.
When it takes effect
The statement of cancellation is effective on filing. From then on the LLC is without authority to conduct activities in Maine.
Excusing the next report
If the statement is delivered before the date a report is due, the LLC is relieved of that report and its filing fee. Time the filing to land before June 1 and the LLC avoids a $150 report it would otherwise owe.
Signing
A person authorized by the LLC signs, and the signature is an oath or affirmation under the penalties of false swearing.
Corporations and the other forms
A foreign corporation withdraws on a separate application, Form MBCA-12B, for $90. The statute lists five statements for it, including that the corporation is not transacting business and that the Secretary of State is its agent for claims from the authorized period, and a commitment to report later changes to the mailing address.
Cancelling and reapplying
Cancellation ends the qualification, so an LLC that returns to Maine later files a new statement of foreign qualification and pays $250 again. If the Secretary of State revoked the qualification instead, the LLC must be authorized again under the chapter.
Where to send it
Deliver Form MLLC-12B and the fee to Department of the Secretary of State, Corporations, UCC and Commissions, 101 State House Station, Augusta, ME 04333-0101. Payment goes to the Maine Secretary of State. The cover letter offers the same expedite tiers as other filings.
Cancelling a Maine qualification
Stop conducting activities
The form states the LLC will no longer do business in Maine.
Tell the agent
The registered agent's role ends.
Fill in Form MLLC-12B
Seven items, with a mailing address for process.
Sign it
An authorized person signs.
File with the fee
$90, before the next report date.
Before you file
| Check | Reason |
|---|---|
| Maine activity has stopped | The form states the LLC will no longer conduct business here |
| The agent has been told | The registered agent's role ends with the cancellation |
| An address for forwarded process is chosen | Claims from the qualified period can still arrive |
| A report falling due soon is not yet filed | Filing the cancellation first excuses it |
| An authorized person is ready to sign | The signature is an oath under the false swearing law |
What leaving costs
Cancellation is $90, paid when the statement is filed. Staying qualified costs $150 a year, and a return after cancelling means a new statement at $250. The same-day and next-day tiers add $100 and $50, so a same-day cancellation costs the fee plus the tier. The cover letter that goes with the statement carries the speed choice, and payment goes to the Maine Secretary of State.
Fictitious and assumed names
An assumed name adopted under the Maine statute is withdrawn automatically on the effective date of the cancellation. A fictitious name used to qualify is listed in the first item of the form, so mention it there.
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.
Cancellation questions
When does the cancellation take effect?
On filing. From then on the LLC is without authority to conduct activities in Maine.
Can I cancel and avoid this year's report?
Yes, if the statement is delivered before the report is due.
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 1628, statement of cancellation of foreign qualification
- Maine Form MLLC-12B, statement of cancellation of foreign qualification
- 13-C MRSA 1521, withdrawal of a foreign corporation
- 13-C MRSA 123, filing fees for corporations
- 31 MRSA 1626, procedure for and effect of revocation
Maine qualification, drafted and filed
Give us the LLC details and we prepare the statement, the cover letter and the package.