Register a Maine Foreign LLC
Maine Foreign LLCs do business in Maine but were not organized there. Foreign LLCs that do business in Maine are required to register with the Secretary of State. This involves submitting the Maine Statement of Foreign Qualification to Conduct Activities and paying the $250 state filing fee. Maine's LLC Act does not define what counts as doing business in the state, but Maine Revenue Services considers a company to be doing business if it collects income from within the state, has employees, owns or leases real property, or sells products or services to Maine customers.
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How To Register a Foreign LLC in Maine
You can register your foreign LLC with the Secretary of State by filing the Maine Statement of Foreign Qualification to Conduct Activities. This process is called foreign qualification. Here’s how to do it.
1. Appoint a Maine registered agent
Your first step is to appoint a Maine registered agent, also sometimes called a Commercial Clerk. Whoever you choose to be your registered agent (or clerk) needs to have a physical address in Maine where they will be available to accept service of process in person during regular business hours.
Can I be the registered agent for my Maine foreign LLC?
Unless you live in Maine, you won’t be able to be the registered agent for your foreign LLC. You can appoint a Mainer you trust or hire a registered agent service with a Maine office.
Why hire a registered agent service?
Hiring a professional registered agent can help you protect your privacy, since some registered agent services (including ours) will allow you to list their business address on your public filing instead of your own.
2. Obtain a Certificate of Good Standing
A Certificate of Good Standing (called a “Certificate of Existence” in some states) is a document that proves your company is still in compliance with its home state. Being in good standing means that your company has filed all of your home state’s required paperwork and paid whatever state fees are necessary.
How do I get a Certificate of Good Standing?
The steps to getting a certificate are different in every state, so make sure you check in with the Secretary of State’s office (or the equivalent state agency) and follow their directions. Once that’s done, you’ll receive a paper copy of your certificate to include with your Maine Foreign LLC paperwork.
3. Complete the Statement of Foreign Qualification to Conduct Activities
Your LLC will legally be able to do business in Maine once you’ve filed a form called the Statement of Foreign Qualification to Conduct Activities and had it approved by the Secretary of State.
You will need to include this information on the Statement of Foreign Qualification:
- The legal name of your LLC in your home state or jurisdiction.
- The fictitious name of your LLC (if your LLC’s original name is unavailable in Maine).
- The date your LLC was formed.
- The jurisdiction in which it was formed.
- The LLC’s principal address (must be a physical street address).
- The purpose of your LLC or the type of business you plan to do in the state.
- Your registered agent’s information. If you appoint a commercial registered agent like us, you’ll need to provide their name and CRA number. If you appoint a noncommercial registered agent (like a friend or your great aunt Sally), you’ll need to list their name and physical Maine address.
- The name and address of each manager (if your LLC is manager-managed).
- The date your foreign LLC started or plans to start conducting business.
- The professional services you intend to offer (if you are registering a professional LLC).
- Whether your LLC is a series LLC (if so, you’ll need to attach additional information about your series LLC as required by 31 ME Rev. Stat. §1622).
- A signature from someone authorized to do business on behalf of your LLC.
This form also includes an attached Customer Contact Cover Letter that you’ll need to submit with your Statement for Foreign Qualification. You’ll need to indicate:
- the name(s) of the entity(s)
- the type of filing enclosed (in this case it’s your Statement for Foreign Qualification)
- any handling requests for your filing (like if you’d like to expedite)
- the total amount of the filing fee enclosed
- your contact information
- the address where you want the copy of your approved filing sent
You will also need to include a Certificate of Existence from your home state. It needs to be current (issued no more than 90 days before you file your Statement for Foreign Qualification), but it does not need to be an original copy.
Ready to get started? Register your foreign LLC in Maine with Northwest.
How much does it cost to file the Statement of Foreign Qualification for foreign LLCs in Maine?
The state filing fee for the Statement of Foreign Qualification is $250 for normal processing, which usually takes about 2 to 3 business weeks but can take longer during busy filing times. Want it faster? Pay an additional $50 for 24 business hour processing or an extra $100 for immediate expedited processing.
You can pay with cash or checks made payable to the Maine Secretary of State. You can also pay with your credit card by completing a Credit Card Payment Voucher and submitting it with your filing.
How do I file my Statement of Foreign Qualification with the state of Maine?
Maine’s a little old school—you can only file your documents by mail or in person. For either, use this address:
Secretary of State
Division of Corporations, UCC, and Commissions
101 State House Station
Augusta, ME 04333-0101
Do foreign LLCs need to file formation documents to do business in Maine?
No. Filing for foreign qualification is a different process than filing for formation. Only domestic Maine LLCs need to file a Certificate of Formation. Foreign LLCs in Maine file the Statement of Foreign Qualification.
4. Receive your verified Statement of Foreign Qualification
You’ll receive a stamped copy of your Statement of Foreign Qualification after the Maine Secretary of State has approved your filing. Sometimes referred to as a Certificate of Authority, once you have this document, it’s legal for you to do business in the state of Maine.
How long will it take Maine to process my Statement of Foreign Qualification?
Maine can take up to 30 business days to process business filings. You can pay an extra $50 for 24-hour filing, or an extra $100 for same-day filing. (Factor in additional time for mailing.)
Maine Foreign LLC Registration FAQ
How are foreign LLCs in Maine taxed?
Foreign LLCs are taxed the same way as domestic LLCs in Maine. The LLC itself will not pay taxes. Instead, the profits will pass through the LLC to the members (owners) who will then report it as income on their personal tax returns. An LLC can also file paperwork with the IRS to be taxed as a corporation.
Learn more about Maine Taxes here.
What does it mean to do business in Maine?
Maine’s state statutes don’t specifically define what counts as doing business in Maine. However, if your company has a physical presence in the state—whether that’s offices, stores, warehouses, or active sales representatives—it is required to register as a Foreign LLC with the Maine Secretary of State.
And while the state may not offer a specific definition of what doing business is, 31 ME Rev. Stat. §1623.1 does provide a long list of what doesn’t count as doing business. For example, you wouldn’t need to register as a foreign LLC if the LLC’s members held a meeting in Maine to discuss the company’s internal affairs and eat lobster.
Read more about what counts as doing business in another state.
How do I amend a foreign LLC in Maine?
Amend your foreign LLC in Maine by filing the Statement of Change of Foreign Qualification with the Maine Secretary of State. The filing fee for the complete form is $90. However, if you just need to change the address of your LLC’s principal office, the filing fee is only $35. This form will allow you to change:
- the name of your LLC’s original name (in your home state)
- the fictitious name of your LLC (in Maine)
- the business or purpose of your LLC
- the address of your LLC’s principal office
- your registered agent
Do I have to file a Maine annual report for my foreign LLC?
Yes. Your foreign LLC will need to file a Maine Annual Report by June 1st every year your foreign LLC does business in Maine. You can submit it online, in person, or through the mail, and it will cost you $150 to file.
If you fail to file your annual report, you’ll be served notice by the Maine Secretary of State. You’ll need to file your annual report and pay the late fee of $50 within 60 days of receiving notice. If you fail to do so, you will lose your LLC’s foreign qualification.
How can I withdraw my foreign LLC?
Need to withdraw your foreign qualification in Maine? File form MLLC-12B, Statement of Cancellation of Foreign Qualification with the Maine Secretary of State. There’s a $90 filing fee.