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How to withdraw a foreign Maine LLC or corporation business with the Secretary of State

We’re Just Not Annoying®

MAINE SECRETARY OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign Maine Limited Liability Company or Maine Corporation Certificate of Authority:

To withdraw a foreign corporation or LLC registered in Maine, simply submit the proper form to the Maine Secretary of State, Bureau of Corporations, Elections, and Commissions (SOS). Include the Filer Contact Cover Letter, which is attached to most Maine SOS forms.

Foreign limited liability companies registered in Maine:
File form MLLC-12B, Statement of Cancellation of Foreign Qualification

Foreign corporations registered in Maine:
Submit form MBCA-12B, Application for Withdrawal

Maine SOS withdrawal forms are fillable so you can just enter your information, print, and submit them to the SOS. You may also write on the form in ink. Submit the signed original withdrawal form by mail or in person. You can request expedited processing by checking the box on the Filer Contact Cover Letter and including the additional fee. If you want to expedite mailed documents, write “Expedited Service” in the lower right hand corner of your envelope. You can also request expedited processing at the Maine SOS Corporations Division filing counter from 9-4 on business days. You can pay the expedite fee in cash or include a separate check, debit or credit card for each request. Make checks payable to the Maine Secretary of State. You may pay by credit card if you include a Credit Card Payment Voucher with your form.

Do you need a Maine Department of Revenue clearance first?

No. you do not need a tax clearance from Maine Revenue Services to withdraw a foreign corporation or LLC from Maine.

How much does it cost to cancel your out of state registration with Maine?

There is a $90 fee to file a foreign corporation application for withdrawal or a foreign LLC statement of cancellation with the Maine SOS.

The additional fee for 24 hour expedited processing is $50.
The fee for immediate expedited processing is $100.

Maine registered agent resignation may also be necessary.

How long does it take the state to process the withdrawal filing?

Normal processing is completed by Maine SOS in 5-10 business days.
Immediate or 24 hour expedited processing options are available.

What agency do you need to file the certificate of withdrawal with?

Mail or drop-off documents:

Secretary of State
Division of Corporations, UCC, and Commissions
101 State House Station
Augusta, ME 04333-0101
Phone: 207-624-7752
Fax: 207-287-5874

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

If the report is not received by the filing deadline, the corporation or LLC will have to pay a late fee. The annual report deadline is a June 1st each year, so if the entity files after that date, it will have to pay an additional $50 late filing penalty.

Failure to file the annual report and/or pay the late filing penalty will result in the revocation of the foreign Maine corporation or LLC.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

The foreign corporation or LLC has 60 days from the date of the revocation notice to file the annual registration with the Maine SOS. If If a foreign corporation or LLC does not file the annual report by the due date, the Secretary of State will serve them with written notice. If the annual report and late fee are not filed within 60 days of the notice, the SOS will send notice to the foreign corporation citing the grounds and effective date for revocation.

What are the late fees and penalties to re-register if your registration is forfeited?

If a foreign Maine LLC or corporation is administratively revoked, and you want to do business in Maine, you have to file a new application for authority and pay the filing fee. You will not be required to file the corporation or LLCs missing annual report(s) in order to re-register.

Foreign Corporation: File form MBCA-12, Application for Authority to do Business – $250
Foreign LLC: File form MLLC-12, Statement of Foreign Qualification to Conduct Activities – $250

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The corporation revokes the authority of the registered agent by filing the withdrawal. After that, the registered agent does not have to accept service of process for the corporation.

A foreign LLC can choose to maintain a registered agent in Maine following withdrawal. If the LLC chooses to maintain a registered agent, it must list it in the cancellation of foreign qualification. If the foreign LLC chooses not to maintain a registered agent in Maine, it must provide an address where service of process may be mailed.

Maine SOS – Forms:

http://www.maine.gov/sos/cec/corp/index.html

Corporate Compliance
by Local Corporate Guides®