Form a Foreign Limited Liability Company in Maine – Statement of Foreign Qualification to Conduct Activities (MLLC-12)

The Maine Statement of Foreign Qualification to Conduct Activities (MLLC – 12) must be approved by the Maine Secretary of State before a foreign Limited Liability Company may conduct business within state lines. Such a Limited Liability Company is known as a foreign Limited Liability Company in the State of Maine because it was originally formed (and operates) outside of state lines. These entities must however must remain in compliance with Maine State Laws. For instance, it must have a unique name. If the Name of the foreign Limited Liability Company is unavailable it will have to operate under an Assumed Unique Name, This may be done by filing the Limited Liability State of Maine Statement of Intention to Transact Business Under an Assumed or Fictitious Name. This additional paperwork is dependent upon the circumstances of course but all foreign Limited Liability Companies must submit a Certificate of Existence issued by its home state’s Secretary of State and issued within ninety days of receipt by the Maine Secretary of State.

The Filing Fee for the Maine of Foreign Qualification to Conduct Activities (MLLC – 12) is $250.00. This is payable with a check made out to “Maine Secretary of State.” If you prefer to pay with a credit card, you may do so provided you submit a completed Credit Card Payment Voucher. Typically, the average process time for this filing is five to ten business days. However, you may expedite this to 24 hour processing (within receipt) for an additional payment of $50.00. You may also choose to expedite this to Immediate Service for an additional $100.00. If you choose to expedite, you must pay the Filing Fee plus the Expediting Fee.

How To File By Mail

Download Form
Download Credit Card Payment Voucher
Download Statement of Intention

Step 1 – Select the link labeled “Download Form” to obtain a blank copy of the Maine Foreign Limited Liability Company Statement of Foreign Qualification to Conduct Activities. If you need to pay with a credit card, you must also download, fill out, and submit the Creidt Card Payment Voucher. If the foreign Limited Liability Company needs to operate under an Assumed Fictitious Name then select the link labeled “Download Statement of Intention” as this will also need to be completed and submitted. All the forms available for download are in PDF format meaning you may only edit them on screen with either a PDF program or a PDF form friendly browser. In the absence of this software, you may print these forms then enter the information with a typewriter.

Step 2 – On the first blank line under the title of this document, under the words “Statement of Foreign Qualification to Conduct Activities,” report the Name of the applying foreign Limited Liability Company as it appears on the record books. This is sometimes referred to as the True Name of the Limited Liability Company.

Step 3 – Locate the First Item, here you must enter the True Name of the applying foreign Limited Liability Company on the blank line provided.

Step 4 – The Second Item will require a definition as to whether the applying foreign Limited Liability Company will operate under its True Name or whether it must operate under a Fictitious Name. If the True Name of the Limited Liability Company is available and compliant with Maine Law, then indicate this by entering the word ‘non-applicable’ or something similar on the blank line provided. If the applying foreign Limited Liability Company must operate under an Assumed or Fictitious Name, then enter the Fictitious Name (including the business suffix) on the blank line provided and mark the box labeled “Form MLLC-5…” Note: If the applying foreign Limited Liability Company will operate under a Fictitious Name then fill out and attach form MLLC-5.

Step 5 – In the Third Item enter the Date the applying foreign Limited Liability Company was officially registered in its home state’s jurisdiction on the blank line following the words “Date of formation.” Then following the words “Jurisdiction where formed,” report the State or Country where the applying foreign Limited Liability Company was formed.

Step 6 – On the first blank line below the words “Address of the principal office,” document the Street Address of the Physical Location of the applying foreign Limited Liability Company’s Principal or Executive Office. This should consist of a Building Number/Street/Unit Number, City, State, and Zip Code. If the applying foreign Limited Liability Company has a Mailing Address that differs from Physical Address you may report this on the blank line labeled “mailing address if different from above.”

Step 7 – The Fourth Item shall bind the applying foreign Limited Liability Company to the definitions in 31 MRSA ยง1502.11.

Step 8 – The Fifth Item, report the Purpose of the foreign Limited Liability Company’s operations in the State of Maine. That is how will it conduct its business and what business will it conduct.

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Step 9 – The Sixth Item will have two options to choose from in reporting the Maine Registered Agent obtained by the foreign Limited Liability Company. If the consenting Maine Registered Agent is a Commercial Maine Registered Agent, then check the first box and enter the entity’s CRA Number on the blank line following the words “CRA Public Number.” Below this, report the full Name of the Maine Registered Agent. If the Maine Registered Agent is a Noncommercial Registered Agent, then check the second box and report the Full Name, Complete Address of the Physical Location, and (if applicable) Mailing Address on the three blank lines provided below this box. Note: When reporting a Noncommercial Maine Registered Agent’s Physical Address, you must report the Building Number, Street, City, State, and Zip Code of this entity. You may only report a P.O. Box Number on the third blank line (“mailing address if different from above”).

Step 10 – The Seventh Item will serve as a confirmation the foreign Limited Liability Company has obtained explicit consent from the Maine Registered Agent to fulfill the roles of this title for the foreign Limited Liability Company.

Step 11 – In the Eighth Item, you must report the Full Name and Complete Address of each Manager (if any) on the space provided. This must be a complete Roster of all Managers of the foreign Limited Liability Company. There is enough room for two parties to be reported however if there are more than two, complete this Roster on a separate sheet of paper and attach it to this document. If this is necessary, check the box in this Item and enter the title of the Roster on the blank space following the word “Exhibit” in the statement corresponding to tht check box.

Step 12 – In the Ninth Item, report the Date the foreign Limited Liability Company commenced doing business in the State of Maine or intends to commence doing business in the State of Maine on the blank line provided.

Step 13 – The Tenth Item will only apply to foreign Professional Limited Liability Companies. If the foreign Limited Liability Company is a Professional Limited Liability Company then place a mark in the check box provided and report the Professional Services the foreign Limited Liability Company provides on the blank line.

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Step 14 – If the foreign Limited Liability Company is a Series Limited Liability Company then place a mark in the box in the Eleventh Item. Then document the each series by providing specifics such as the rights, privileges, and duties to real property on an appropriately titled sheet of paper and report the title on the blank line following the word “Exhibit.”

Step 15 – The Twelfth Item will require that a Certificate of Existence verifying the foreign Limited Liability Company’s standing be attached. The Certificate of Existence must be issued by the governing body of the foreign Limited Liability Company’s parent jurisdiction (state or country). This must be dated within ninety days of the Maine Secretary of State’s recept of this document and its attachments.

Step 16 – The last area of the Maine Limited Liability Company will require the Signature of an Authorized Representative of the foreign Limited Liability Company on the blank line in the lower right hand corner. The Signature Party must also print his or her Name on the blank line below this. In the lower left hand corner the Signature Party must report the Date of Signing.

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Step 17 – Next, you will need to fill out the Maine Filer Contact Cover Letter. Report the Name of the Entity or Entities causing this filing to be submitted, the type of filings being submitted (Maine Foreign Limited Liability Company Statement of Qualification to Conduct Business), then indicate the level of service you would like in processing this paperwork. This will be done in the section labeled “Special handling requests.” You may choose “Hold for pick up,” “Expedited filing – 24 hour service,” or “Expedited filing – Immediate service.” Note that if choosing to expedite the processing time, you will need to include a separate payment ($50.00 for 24 hour service, $100.00 for Immediate Service). Below this report the total amount that you will be paying (Filing Fee + Applicable Service Fee) on the blank line labeled “Total filing fee enclosed.” Finally, you must report Contact Information the Maine Secretary of State may use should any issues regarding this filing need to be clarified. This will consist of the Contact Person Name, Daytime Phone Number, Email Address, Recipient Name, Firm or Company Name (if applicable), and Full Mailing Address.

Step 18 – Once you have verified all the information on the Maine Foreign Limited Liability Company Statement of Qualification is correct and organized all its accompanying paperwork (including the Certificate of Existence), you may file this paperwork by mail. Make sure to include either a check (payable to Maine Secretary of State) for the minimum Filing Fee amount of $250.00 or a completed Credit Card Payment Voucher if you are paying by credit card.

Mail To:

Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101

Step 19 – The Maine Secretary of State will require an Annual Report by June 1 every year of every Limited Liability Company conducting businss in Maine. This may be filed by mail (Download Annual Report) or it may be filed online here: http://www10.informe.org/aro/index_on.html. The Filing Fee for the Annual Report is $150.00.