Registering a foreign LLC in Maine, from certificate to filed statement

The statute lists eleven things a foreign LLC can do without being treated as conducting activities, and three ownership roles that do not count either. If the LLC does anything beyond those in Maine, it should qualify. The page on what counts goes through them with examples. The law also notes that its list is only about the qualification question: tax, service of process and regulation are governed by other law.

Item SIXTH asks you to pick one of two kinds. A commercial registered agent is identified by a public number that the Secretary of State lists, while a noncommercial agent is anyone you name who has a physical street address in Maine. Neither may use a post office box as its address. The agent must have agreed to serve; item SEVENTH records that agreement, which the statute treats as an affirmation by the LLC.

Work through the twelve items in order. The MLLC-12 page explains each. The ones that need most care are the principal office address, which must be a physical location rather than a P.O. Box, the managers' business, residence and mailing addresses, and the date activities begin or are expected to begin.

A customer contact cover letter follows the form. It asks for the name of the entity, any optional handling, the total fee enclosed, a contact name with a daytime number, an email address for the filing and another for annual report reminders, and the name and mailing address of whoever receives the attested copy. A package with no contact name, or with neither phone nor email, is returned as erroneous. For payment, enclose a check or money order in the name of the Maine Secretary of State, or fill in the credit card voucher that office offers.

Maine lists two paid speeds. Next-business-day filing costs $50 extra per entity, and same-business-day filing costs $100 extra. If several documents go in for one entity at once, a single expedite fee covers them.

The first annual report falls due between January 1 and June 1 of the year after the statement was delivered. Each later report follows that pattern, and June 1 is the legal deadline. A foreign LLC pays $150. The annual report page covers contents and filing.

An LLC that will not do business in Maine again files a statement of cancellation on Form MLLC-12B for $90. Delivering it ahead of the next report date excuses that report and its fee. A revoked LLC must be authorized again under the chapter before it can resume. The cancellation page has the steps.

Two boxes on the form need attention. Item TENTH is ticked only by a professional LLC qualified under Maine's professional corporation chapter, and it names the professional services. Item ELEVENTH is ticked by an LLC governed by an agreement that establishes designated series; an exhibit then supplies the extra information the statute requires.

Common causes:

• A name with no required ending and no fictitious name filed.
• A principal office or agent given as a post office box.
• Proof of existence older than the limit.
• No authorized signature.
• No contact name and phone or email on the cover letter.
• Managers left off item EIGHTH.

Item EIGHTH asks for each manager's name and business, residence and mailing address, if the LLC has any. Whether an LLC has managers depends on its operating agreement. An LLC run by its members has none to list. A manager-managed LLC lists every manager, and a long list goes on an exhibit that is attached to the statement and made part of it.

Maine publishes a daily list of filings that name a registered agent. The list is available for at least 14 calendar days, in alphabetical order by agent, and states the filing type and the entity. A new statement will appear on that list.

Decide the name, the agent and the signer first, then collect the agent's consent, the proof of existence and the cover letter. If your start date is firm, choose the next-business-day tier at $50 or the same-day tier at $100.

Any agent may resign at any time, and the agent is released on day 31 after filing, or sooner when a replacement is named. Having no agent is a ground for revocation, and Maine sends its notice by regular mail, with 60 days to correct the ground. A new agent goes on a statement of change for $90.

When the attested copy arrives, compare each item with what you meant to file: the name, the agent, the principal office and the start date. A mistake discovered early can be fixed by a statement of change. Keep the attested copy where the next officer or manager can find it, and note the filing date in the LLC's records so that later reports and changes can be checked against it.

An LLC that works in Maine without an office there, for example through staff working from home, still needs an agent with a physical Maine address. A commercial registered agent supplies that address. The principal office in item THIRD stays wherever the LLC really runs from, but it must still be a physical location.