Learn how to qualify your LLC to conduct business in Maine.
If you own a company that was founded in a state other than Maine, you must qualify or register it in Maine in order to conduct business there. Here is a summary of the requirements for qualifying your international (non-Maine) limited liability corporation (LLC) to conduct business in Maine.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Maine. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Mississippi, for example, an LLC founded in Alabama is a foreign LLC.
Maine Business Transactions
According to Maine’s LLC Act, if you are “transacting business” or “conducting operations” in Maine, you must register your foreign company with the state. (The latter phrases are used in several places throughout the Act.) What exactly does this mean? Well, Maine’s LLC Act, like most others, does not specify what “transacting business” or “conducting operations” with connection to overseas registrations implies.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Maine’s LLC Act, like many others, outlines specific acts that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state having an office, agency, trustee, or depository in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
Check Section 1623 of the Maine Limited Liability Company Act for the exact legal definition of each of these elements.
If your LLC’s only operation in Maine is one or more of the activities mentioned above, you should not be required to register with the state.
Foreign Qualification Statement
To register your foreign company in Maine, submit a Statement of Foreign Qualification to Conduct Activities to the Bureau of Corporations, Elections, and Commissions, which is part of the Maine Secretary of State’s office. The SOS website provides a blank copy of the Statement (Form MLLC-12).
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state.
More precisely, you must give the following information for the Maine Statement of Foreign Qualification:
if the name under which your LLC was formed does not include a suffix such as “Limited Liability Company” or “LLC” (among other options), as required by Maine law, the name of the state (jurisdiction) where your LLC was formed, the proposed Maine LLC name, which contains one of the legally needed suffixes
If the name under which your LLC was formed is not accessible in Maine, you may choose a different name. the fictitious name under which you wish your Maine LLC to operate
the date your LLC was created, as well as the state (jurisdiction) in which it was formed, the address of your LLC’s primary office, which must be a street address
a declaration that your LLC is a foreign LLC as defined in 31 MRSA 1502.11 (the applicable provision of Maine’s LLC Act)
a declaration outlining the nature of your LLC’s operations in Maine
the name and registration number of your LLC’s Maine commercial registered agent, or the name, street address, and postal address of your non-commercial registered agent in Maine, if different.
a declaration that the specified registered agent has agreed to function in that capacity in accordance with 5 MRSA 105.2 (the applicable provision of Maine’s registered agents legislation).
each LLC manager’s name and company, home, and postal address
the date your LLC began or plans to begin conducting business in Maine, if relevant, If appropriate, an indicator that the LLC is a professional LLC a statement that the LLC is a series LLC, with an attachment of additional information as required by MRSA 31 1622.2.J (the section of Maine’s LLC Act dealing with foreign series LLCs) a certificate of existence or other document that the SOS will find suitable to prove the existence of your foreign LLC in the state or jurisdiction in which it was organized (the document must not have been issued more than 90 days prior to filing the Statement of Foreign Qualification)
As stated in the third item, if the name of your LLC clashes with the name of another firm already registered in Maine, you must submit a second application for a fake name. You must also send a certificate of existence or comparable document from the secretary of state of the state where you formed your LLC, as stated in the next-to-last item on the list. The application cost is $250.
What Happens If You Don’t Register?
If your LLC does business in Maine without receiving international qualification from the SOS, it cannot sue to recover debts in the state. Furthermore, if your LLC does business in Maine without first qualifying, it may face fines. However, the lack of a proper declaration of authority does not render your LLC’s actions (such as contracting) illegitimate or preclude the LLC from defending a case in the state. Furthermore, a member or agent of the LLC is not accountable for the firm’s debts, obligations, or other liabilities just because the company conducts business in Maine without filing a declaration of foreign qualification with the SOS.
Establishing a Foreign Corporation in Maine
The regulations and standards for international qualifying in Maine are identical whether your company is structured as a corporation rather than an LLC. However, you must complete a new application form, FORM MBCA-12Application For Authority To Do Business. For paperwork, information, and filing requirements for registering a foreign company in Maine, visit the Maine SOS website.