An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limited Liability Companies and Limited Liability Partnerships
Maine Legislature, Session 121, LD 1767
Committee: Business, Research and Economic Development
Sponsors: NORTON, DUPLESSIE
Amends: 13-B MRSA §1401, 13-C MRSA §123, 13-C MRSA §130, 13-C MRSA §1420, 13-C MRSA §1421, 13-C MRSA §1510, 13-C MRSA §1531, 13-C MRSA §1531-A, 13-C MRSA §1532, 13-C MRSA §1622, 31 MRSA §408, 31 MRSA §413, 31 MRSA §498, 31 MRSA §526, 31 MRSA §529-A, 31 MRSA §530, 31 MRSA §608, 31 MRSA §612, 31 MRSA §616, 31 MRSA §751, 31 MRSA §808, 31 MRSA §812, 31 MRSA §817, 31 MRSA §859, 31 MRSA §871, 31 MRSA §873-A, 31 MRSA §874

Legislative Document 
No. 1767 
H.P.1289 
House of Representatives, December 22,2003 
An Act To Amend the Laws Relating to Corporations, Limited 
Partnerships, Limited Liability Companies and Limited Liability 
Partnerships 
(EMERGENCY) 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Received by the Clerk of the House on December 17, 2003. Referred to the Committee on 
Business, Research and Economic Development pursuant to Joint Rule 308.2 and ordered 
printed pursuant to Joint Rule 401. 
Presented by Representative NORTON of Bangor. 
Cosponsored by Representative: DUPLESSIE of Westbrook. 
Printed on recycled paper 
11/~ 
frJ.1JJt7£~ 
MILLICENT M. MacFARLAND 
Clerk 
Emergency preamble. Whereas. Acts of the Legislature do not 
become effective until 90 days after adjournment unless enacted 
as emergencies; and 
Whereas, the 
Maine 
Revised 
Statutes, 
Title 
l3-C, 
which 
governs 
domestic 
and 
foreign 
corporations 
in 
Maine, 
became 
effective on July 1, 2003, 
and changes to that law and other 
entity laws administered by the Secretary of State must be in 
place by July 1, 2004, in order for the Secretary of State to 
properly administer these laws; and 
Whereas, in the judgment of the Legislature, these facts 
create an emergency within the meaning of the Constitution of 
Maine 
and 
require 
the 
following 
legislation 
as 
immediately 
necessary for the preservation of the public peace, health and 
safety; now, therefore. 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 13·B MRSA §111 is enacted to read: 
SIll. 
Certificate of existence; certificate of authority; 
certificate of fact 
1. 
Application. 
Any person may apply to the Secretary of 
State for a certificate of existence for a domestic corporation 
or a certificate of authority for a foreign corporation. 
2. 
Contents. 
A certificate of existence or certificate of 
authority sets forth: 
A. 
The corporation's name used in this State; 
B. 
That, if a domestic corporation, the corporation is duly 
incorporated under the laws of this State and the date of 
its incorporationt 
C. 
That, if a foreign corporation, the foreign corporation 
is authorized to carryon activities in this State, the date 
on 
which 
the 
corporation 
was 
authorized 
to 
carryon 
activities 
in 
this 
State 
and 
its 
jurisdiction 
of 
incorporation; 
D. 
That all fees and penalties owed to this State have been 
paid if: 
(1) 
Payment 
is 
reflected 
in 
the 
records 
of 
the 
Secretary of State; and 
Page l-LR2593(1) 
(2) 
Nonpayment affects the existence or authorization 
of the domestic or foreign corporation; 
E. 
That 
the 
corporation' s 
most 
recent 
annual 
report 
required by section 1301 has been delivered to the Secretary 
of State; and 
F. 
Any facts of record in the office of the Secretary of 
State 
that 
may 
be 
requested 
by 
the 
applicant 
under 
subsection 1. 
3. 
Eyidence of existence or authority. 
Subject to any 
qualification 
stated 
in 
the 
certificate, 
a 
certificate 
of 
existence or certificate of authority issued by the Secretary of 
State may be relied upon as conclusive evidence that the domestic 
or foreign corporation is in existence or is authorized to carry 
on activities in this State. 
4. 
Certificate of fact. 
In addition to the certificate 
authorized under subsection 2, the Secretary of State may issue a 
certificate attesting to any fact of record in the office of the 
Secretary of State that may be requested by the applicant under 
subsection 1. 
Sec. 2. 13·B MRSA §305, sub·§4. as enacted by PL 1989, c. 501, 
Pt. L, §39, is repealed. 
Sec.3. 13·B §§1112 to 1116 are enacted to read: 
§1112. 
Grounds for administrative dissolution 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
1113 to administratively dissolve a corporation if: 
1. 
Nonpayment of fees or penalties. 
The corporation does 
not pay when they are due any fees or penalties imposed by this 
Title or other law; 
2. 
Failure to file annual report. 
The corporation does not 
deliver its annual report to the Secretary of State as required 
by section 1301; 
3. 
Failure to pay late filing penalty. 
The corporation 
does not pay the annual report late filing penalty as required by 
section 1302; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The 
corporation 
fails 
to 
appoint 
or 
maintain 
a 
registered agent or registered office in this State as required 
by section 304; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The corporation does not notify the Secretary 
of State that its registered agent or registered office has been 
changed or that its registered agent has resigned as required by 
section 305; or 
6. 
Filing of false information. 
An incorporator, director, 
officer or agent of the corporation signed a document ,."ith the 
knowledge that the document was false in a material respect and 
with the intent that the document be delivered to the Secretary 
of State for filing. 
S1113. 
Procedure for and effect of administrative dissolution 
1. 
Notice of determination to administratively dissolve 
corporation. 
If the Secretary of State determines that one or 
more 
grounds 
exist 
under 
section 
1112 
for 
dissolving 
a 
corporation, the Secretary of State shall issue a written notice 
of that determination to the corporation's last registered office 
address. 
2. 
Administrative 
dissolution. 
The 
corporation 
is 
administratively dissolved if within 60 days after the notice 
under subsection 1 was issued the Secretary of State determines 
that the corporation has failed to correct the ground or grounds 
for the dissolution. The Secretary of State shall send notice to 
the 
corporation at its last 
registered office 
address 
that 
recites the ground or grounds for dissolution and the effective 
date of dissolution. 
3. 
Effect of administrative dissolution; prohibition. 
A 
corporation administratively dissolved continues its corporate 
existence but may not carryon any activities in this State 
except as necessary to wind up the activities of the corporation. 
4. 
Authority 
of 
registered 
agent. 
The 
administrative 
dissolution of a corporation does not terminate the authority of 
its registered agent. 
5. 
Protecting 
corporate 
name 
after 
administrative 
dissolution. 
The name of a corporation remains in the Secretary 
of State's record of corporate names 
and is protected for 
a 
period of 3 years following administrative dissolution. 
S1114. 
Reinstatement following administrative dissolution 
1. 
Application 
for 
reinstatement. 
A 
corporation 
administratively dissolved under section 1113 may apply to the 
Secretary of State for reinstatement within 6 years after the 
effective date of dissolution. The application must: 
A. 
State the name of the corporation and the effective date 
of its administrative dissolution; 
B. 
State that the ground or grounds for dissolution either 
did not exist or have been eliminated; and 
C. 
State 
that 
the 
corporation's 
name 
satisfies 
the 
re~uirements of section 301-A. 
2. 
Reinstatement after administrative dissolution. 
I f the 
Secretary of State determines that the application contains the 
information re~uired under subsection 1 and is accompanied by the 
reinstatement fee set forth in section 1401, subsection 35, and 
that the information is correct, the Secretary of State shall 
cancel the administrative dissolution and prepare a notice of 
reinstatement that recites that determination and the effective 
date of reinstatement. The Secretary of State shall send notice 
to the corporation at its last registered office address. 
3. 
Effect of reinstatement. 
When 
the 
reinstatement is 
effective under subsection 2, it relates back to and takes effect 
as of the effective date of the administrative dissolution, and 
the 
corporation 
resumes 
activities 
as 
if the 
administrative 
dissolution had not occurred. 
§ll15. 
Appeal from denial of reinstatement 
1. 
Denial of reinstatement. 
If the Secretary of State 
denies a corporation's application for reinstatement following 
administrative dissolution, the Secretary of State shall mail a 
written notice that explains the reason oi reasons for denial to 
the corporation at its last registered office address. 
2. 
Appeal. 
A 
corporation 
may 
appeal 
a 
denial 
of 
reinstatement under subsection 1 to the Superior Court of the 
county where the corporation's principal office is located or, if 
there is no principal office in this State, in Kennebec County 
within 
days after the date of the notice of denial. 
The 
corporation appeals by petitioning the court to set aside the 
dissolution and attaching to the petition copies of the Secretary 
of 
State's 
notice 
of 
administrative 
dissolution, 
the 
corporation's application for reinstatement and the Secretary of 
State's notice of denial. 
3. 
Court 
action. 
The 
court 
may 
summarily 
order 
the 
Secretary of State tq reinstate an administratively dissolved 
corporation 
or 
may 
take 
other 
action 
the 
court 
considers 
appropriate. 
4. 
Final decision. 
The court's final decision in a~eal 
under this section may be appealed as in other civil proceedings. 
§1116. 
Reinstatement of suspended corporate charter 
1. 
Reinstatement: after charter suspension. 
A corporation 
whose charter was suspended before July 1, 2004 may apply to the 
Secretary of State for reinstatement and the reinstatement may be 
granted, if: 
A. 
The Secretarlr of State determines that the application 
contains 
the 
information 
required 
under 
section 
1114, 
subsection 1; 
B. 
The application for reinstatement is accompanied by the 
reinstatement fee set forth in section 1401, subsection 35; 
and 
C. 
The application for reinstatement is 
received~ the 
Secretary of State by June 30, 2010. 
2. 
Effect on corporation failing to reinstate by June 30, 
2010. 
A corporation that fails 
to meet the requirements of 
subsection 1 is administratively dissolved and may not reinstate. 
3. 
Protecting corporate name after suspension. 
The name of 
a corporation whose charter is suspended remains in the Secretaa 
of State's record of corporate names 
and is protected for 
a 
period of 3 years following its suspension. 
Sec. 4. 13·B MRSA §1210. as amended by PL 2003, c. 344, Pt. 
B, §20, is repealed. 
Sec. 5. 13·B MRSA §§1210·A to 1210·C are enacted to read: 
§1210-A. 
Grounds for revocation 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
1210-B 
to 
revoke 
the 
authority 
of 
a 
foreign 
corporation 
authorized to carryon activities in this State if: 
1. 
Nonpayment 
of 
fees 
or 
penalties. 
The 
foreign 
corporation does not pay when they are due any fees or genalties 
imposed by this Act or other law; 
.. 
• 
2. 
Failure to file annual report. 
The foreign corporation 
does not deliver its annual report to the Secretary of State as 
reguired by section 1301; 
3. 
Failure 
to 
pay 
late filing penalty. 
The 
foreign 
corporation does not pay the annual report late filing penalty as 
reguired by section 1302; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The foreign corporation fails to appoint or maintain a 
registered agent or registered office in this State as reguired 
by section 1212; 
5. 
Failure to notify of change of registered agent or 
];:egistered office. 
The foreign corporation does not notify the 
Secretary of State that its registered agent or registered office 
has been changed or that its registered agent has resigned as 
reguired by section 1212; 
6. 
Filin9_ of false infortn~~ion. 
An incorporator, director, 
officer or agent of the foreign corporation signed a document 
wi th the knowledge that the document was false in a material 
respect and with the intent that the document be delivered to the 
Secretary of State for filing; or 
1. 
Authenticated certificate of dissolution or merger. 
The 
Secretary of State receives a duly authenticated certificate from 
the secretary of state or other official having custody of 
corporate records in the state or country under whose law the 
foreign corporation is incorporated stating i that the foreign 
corporation has been dissolved or has disappeared as the result 
of a merger. 
§1210-B. 
Procedure for and effect of revocation 
1. 
Notice of determination. 
If the Secretary of State 
determines that one or more grounds exist under section 1210-A 
for the revocation of authority, the Secretary of State shall 
issue 
a 
written notice of that determination to the foreign 
corporation's last registered office in this State and to its 
last registered or principal office 
in its 
jurisdiction of 
incorporation. 
2. 
Revocation. 
The 
foreign 
corporation's 
authority is 
revoked if within 60 days after the notice under subsection 1 was 
issued 
the 
Secretary 
of 
State 
determines 
that 
the 
foreign 
corporation has failed to correct the ground or grounds for 
revocation. 
The Secretary of State shall send notice to the 
foreign corporation, at its last registered office address in 
this State and to its last registered or principal office address 
in its jurisdiction of incorporation, that recites the ground or 
grounds for revocation and the effective date of revocation. 
3. 
Authority to carryon activities ceases. 
The authority 
of a foreign corporation to carryon activities in this State 
ceases on the date of revocation of its authority. 
4. 
Secretary of State appointed as agent for service of 
process. 
The 
Secretary of 
State's 
revocation 
of 
a 
foreign 
corporation's authority appoints the Secretary of State as the 
foreign 
corporation's 
agent 
for 
service 
of 
process 
in 
any 
proceeding based on a cause of action that arose during the time 
the foreign corporation was authorized to carryon activities in 
this State. Service of process on the Secretary of State under 
this 
subsection is service on 
the 
foreign 
corporation. 
Upon 
receipt of process, the Secretary of State shall mail a copy of 
the process to the foreign corporation at its principal office 
shown in its most recent annual report or in any subsequent 
communication received from the corporation stating the current 
mailing address of its principal office or, if no other address 
is on file, in its application for authority. 
5. 
Registered 
agent; 
not 
terminated. 
Revocation 
of 
a 
foreign corporation's authority to carryon activities in this 
State does not terminate the authority of the registered agent of 
the corporation. 
6. 
Authorization after revocation. 
A foreign corporation 
whose authority to carryon activities in this State has been 
revoked under this section and that wishes to carryon activities 
again in this State must be 
authorized as provided in this 
chapter. 
§12l0-C. 
Appeal from revocation 
1. 
Petition to appeal revocation. 
A foreign corporation 
may appeal the Secretary of State's revocation of its authority 
to the Kennebec County Superior Court within 30 days after the 
notice of 
revocation. 
The 
foreign corporation 
may 
appeal 
by 
petitioning the court: to set aside the revocation and attaching 
to the petition copiE~s of its application for authority and the 
Secretary of State's notice of revocation. 
2. 
Court 
orde!r. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate the authority or may take any 
other action the court considers appropriate. 
3. 
Appeal of court's decision. 
The court's final decision 
may be appealed as in other civil proceedings. 
Sec. 6. 13·B MRSA §1301·C is enacted to read: 
SI30I C. 
Amended annual report of domestic or foreign 
corporation 
1. 
Amended annual report. 
If the information contained in 
an 
annual 
report 
filed 
under 
section 
1301 
has 
changed, 
a 
corporation may. if it determines it to be necessary, deliver to 
the Secretary of State for filing an amended annual report to 
change the information on file. 
The amended annual report must 
be executed as provided by section 1301, subsection 3. 
2. 
Contents. 
The amended annual report must set forth: 
A. 
The name of the domestic or foreign corporation and the 
jurisdiction of its incorporation; 
B. 
The date on which the original annual report was filed; 
and 
e. 
The information that has changed and the date on which 
it changed. 
3. 
Period for filing. 
An 
amended annual report may be 
filed by the corporation after the date of the original filing 
and until December 31st of that filing year. 
Sec. 7. 13·B MRSA §1302, as amended by PL 2001, c. 550, Pt. 
e, §27 and affected by §29, is further amended to read: 
§1302. 
Failure to file annual report; incorrect report; penalties 
1. 
Failure to file annual report; penalty. ARy A domestic 
or foreign corporation that is required to deliver an annual 
report for filing, as provided by section 1301, aRa that fails to 
deliver its properly completed annual report to the Secretary of 
State shall pay ~Re-6Qffi-e~-~~~~-~~~~~~-~-~~~-eR-~iffie L 
in addition to the regular annual report fee, the late filing 
penalty described in section 1401, subsection 34, as long as the 
report 
is 
received 
by 
the 
Secretary 
of 
State 
prior 
to 
administrative dissolution or revocation. 
Upon 
a 
corporation's 
failure to file the annual report and to pay the annual report 
fee aRa or the penalty, the Secretary of State, notwithstanding 
Title 4, 
chapter 5 and Title 5, chapter 375, shall revoke a 
foreign corporation's authority to carryon acti vi ties in this 
State 
and 
SQSpeRa 
administratively 
dissolve 
a 
domestic 
corporation 
f~em--£-iH.'~-y-:i~~-ae~ivi~ies. The Secretary of State 
shall use the procedures set forth in section *6*gr-Fe±a~ive 1113 
to 
administratively dissolve 
a 
domestic 
corporation 
and 
the 
procedures set forth in section 1210 B to 
~eyekiR~--t-he--F-~-ef 
revoke a foreign ee~peFa~ieBs corporation's authority to carryon 
activities in this StateT-te~-£~£peREl.iREJ-El.efRe£~i€-€etpe£at.ieRs. A 
€e~eiEJR-~r~r~~-w~~€--a~~Re~i~y-~~-€atty-~a-~~~~~~~~-iB 
~ais-S~a~e-~~-F&~~-YREl.e~-t.h4£-~~~~~-wi&h&&-~e 
eaFFy-~-aet.ivit.ies-~ga4~-iR-~~~-St.at.e-~-Be-~~~~-as 
pFeviEl.eEl.-~~-&e-e~ie:a--l-2.Q~-.--A-e.eme£t.4€-~r~r~~-t.aat.--ha&--BeeB 
s~speREl.eEl.-~-~-h-i-s--I;YBSeet.ieR--may--be--£eiRst.at.eEl.--by--'€-i1-1ng--~ae 
eYFFeRt.-~~1--~~~-a££--By--~yi~-~~-~~y--a€e£~eEl.T 
b 
domestic 
corporation that has 
been administratively dissolved 
under section 1113 must follow the reg:uirements set forth in 
section 1114 to reinst~ 
2. 
Nonconformity. 
If the Secretary of State finds that an 
annual report of a domestic or foreign corporation delivered for 
filing does not conform with the requirements of section 1301, 
the Secretary of State may return the report for correction. 
3. 
Excusable neg'lect. If the annual report of a domestic or 
foreign corporation is not 
FeeeiveEl.--by--t.he--See-J?&1;a:r;-y--EH.:...-::;~at;e 
delivered for filing within the time specified in section l301, 
the corporation is el!:cused from the liability provided in this 
section and from any other penalty for failure to timely file the 
report if it establishes, to the satisfaction of the Secretary of 
State, that its failure to file was 
the result of excusable 
neglect and it furnishes the Secretary of State a copy of 
~Rat. 
the report Iwithin 30 days after it learns 
e€-~-b€---no-nde-1-i-'\fe-:r;-y--ef 
that the Secretary of State failed to receive the original report. 
4. 
Notice to Attorney General in case of public: benefit 
corporation. 
In the case of a public benefit corporation, the 
Secretary of State shall notify the Attorney General of 
the 
sYspeRsieR 
administrative 
dissolution 
of 
the 
€eFpeFat.ieB.!.s 
ay~aeFi~y-~~-ea~~y-~~~~i-~~&-YREl.et-~-~-l corporation 
under this section. 
Sec. 8. 13-B MRSA §1401, sub-§26, as amended by PL 1993, c. 
316, §46, is repealed and the following enacted in its place: 
26. 
Issuing ce,rtificate. 
For 
issuing 
a 
certificate of 
existence, certificate of authority or certificate of fact as 
provided by section III or 1306, $10 per certificate; 
Sec. 9. 13-B MRSA §1401, sub-§31, as repealed and replaced by 
PL 1993, c. 349, §37, is amended to read: 
31. 
Annual report. 
Annual report of 
corporation as provided by section 1301 
report provided by section 1301-C, $20; 
a domestic or foreign 
or an amended annual 
Sec. 10. 13-B MRSA §1401, sub-§32, as repealed and replaced by 
PL 1993, c. 349, §38, is amended to read: 
32. 
Document preclearance. 
for filing, $100; aBa 
Preclearance of any document 
Sec. 11. 13-B MRSA §1401, sub-§33, as enacted by PL 1991, c. 
780, Pt. U, §23, is repealed. 
Sec. 12. 13-B MRSA §1401, sub-§§34 and 35 are enacted to read: 
34. 
Late filing: penalty. 
For failing to deliver an annual 
report by its due date, in addition to the annual report filing 
fee, $10; and 
35. 
Reinstatement fee after administrative dissolution of 
domestic or foreign corporation. 
For failure to file an annual 
report. $10 for each period of delinquency: for failure to pay 
the 
annual 
report late filing penalty, 
$10: 
for 
failure 
to 
appoint or maintain a registered agent or registered office, $10; 
for failure to notify the Secretary of State that its registered 
agent or registered office has been changed, that its registered 
agent 
has 
resigned 
or 
that its registered office has 
been 
discontinued, $10; and for filing false information, $10. 
Sec. 13. 13-C MRSA §123, sub-§I, ~AA, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
AA. 
For an amended application for 
aut~ori ty, the fee is 
$70, 
except that for 
a 
change in 
add~ess of 
a 
foreign 
corporation's 
principal 
office, 
wherever 
located, 
as 
provided by section 1504, subsection 2, paragraph E, the fee 
is $35. 
Sec. 14. 13-C MRSA §123, sub-§I, ~NN is enacted to read: 
NN. 
For preclearance of any document for filing, the fee is 
~ 
Sec. 15. 13-C MRSA §130, sub-§2, ~A, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
A. 
The aemesEie corporation's eeFpeFaEe name eF-~Re-~eEei~B 
eeFpeFaEieB~s-eeFpeFaEe-Bame used in this State; 
Sec. 16. 13-C MRSA §1420, sub-§§1 to 5, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: 
1. 
Nonpayment of' fees or penal ties. 
not pay 
w4,t:a4,B-~-.e.ay-6--a~t:eF when they 
penalties imposed by this Act or other law; 
The corporation does 
are due 
any fees or 
2. 
Failure to file annual report. 
The corporation does not 
deliver its annual report to the Secretary of State 
w;i,~l:!.-i£--&G 
~ays-a~~eF-4,t:-4,s-~Qe as required by section 1621; 
3. 
Failure to Ilay late 
does not pay the annual report 
w4,~a4,B-ijG-~ays-a~~eF-4,t-4,s-~Qe 
filing penalty. 
The corporation 
late filing penaltYT-4£-~€~~4£e~7 
as required by section 1622; 
4. 
Failure to maintain clerk or registered office. 
The 
corporation 4,s-w-i-tl:!.eQt;, fails to appoint or maintain a clerk or 
registered office in 
t~his State 
~eF-.e.Q--day-s--{H' .. -fReFe as required 
by section 501; 
5. 
Failure to notify of change of clerk or registered 
office. 
The corporation does not notify the Secretary of State 
w4,~aiB-~-~ays that its clerk or registered office has been 
changedT or that its clerk has resigned 
eF--t.-ha-t--i-t:-s--£e'3is~eFea 
e~~4,ee-aas-aeeB-~4,seeB\;4,BQe~ as required by section 501; or 
Sec. 17. 13-C MRS A §1421, sub-§§2 and 3, as enacted by PL 2001, 
c. 640, Pt.! A, §2 and affected by Pt. B, §7, are amended to read: 
2. 
Administrative dissolution. 
l~-a The corporation aees 
Be~-~~~--ea€l:!.-~~-~~~--ai-S-S-&~~&~B-~--aeffieB&~Fa~e--t.~-tae 
Fe aseBaale - -&a&i&~ae&iHB - -{3-:E- - -t-he- - -Se-o-r-e-t-tt{""Y- - «-- S-t.a-t.€- - Ula~- -e aes 
'3 FeQB~ - -de-t~-m,i-ne4-- -&1" --t.fl.e- -Se-e-F-€-&&:F-l'" - ~£ - -&t;.a.t~ - ~ee s - -not- - e His t 
is 
administratively dissolved if within 60 days after seFviee-eE the 
notice 
under subsection 
was 
issued and is perfected under 
section 
T 
the 
Secretary 
of 
State 
saaJ:J:--a~fRiBi6tFativeJ:y 
Eli s se lve - -&8e - -e{H't~G-:F-&t"~B - -by- - -i-s-&u-i-nq- - -a- - £~-t.-i€€- - e£--ai 6 se J: 1:i tieR 
determines that the corporation has failed to correct the ground 
or grounds for the dissolution. 
The Secretary of State shall 
send notice to the corporation at its last registered office 
address that recites the ground or grounds for dissolution and 
the effective date of dissolution. The Secretary of State shall 
use the procedures set forth in section 502 to send notice to the 
corporation. 
3. 
Effect of administrative dissolution; prohibition. 
A 
corporation administratively dissolved continues its corporate 
existence but may not transact any business in this State except 
~aat: as necessary to wind up 
and liquidate its business 
and 
affairs under section 1406 and notify claimants under sections 
1407 and 1408. 
Sec. 18. 13-C MRSA §1421, sub-§6, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is repealed. 
Sec. 19. 13-C MRSA §1510, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Method of service. 
A foreign corporation may be served 
by 
registered 
or 
certified mail, 
return 
receipt 
requested, 
addressed to ~Re-£e€Fe~aFy an officer of the foreign corporation 
at its principal office shown in its application for authoritYL 
in any subsequent communication received from the corporation 
stating the current mailing address of its principal office or in 
its most recent annual report if the foreign corporation: 
A. 
Has no registered agent or its registered agent can not 
with reasonable diligence be served; 
B. 
Has withdrawn from transacting business in this State 
under section 1521; or 
c. 
Has had its authority revoked under section 1532. 
Sec. 20. 13-C MRSA §1531, as amended by PL 2003, c. 344, Pt. 
B, §130, is repealed. 
Sec. 21. 13-C MRSA §1531-A is enacted to read: 
§1531-A. 
Grounds for revocation 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
1532 to revoke the authority of a foreign corporation authorized 
to transact business in this State if: 
1. 
Nonpayment 
of 
fees 
or 
penalties. 
The 
foreign 
corporation does not pay when they are due any fees or penalties 
imposed by this Title or other law; 
2. 
Failure to file annual report. 
The foreign corporation 
does not deliver its annual report to the Secretary of State as 
required by section 1621; 
3. 
Failure 
to 
pay 
late 
filing penalty. 
The 
foreign 
corporation does not pay the annual report late filing penalty as 
required by section 1622; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The foreign corporation fails to appoint or maintain a 
registered agent or registered office in this State as required 
by section 1507; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The foreign corporation does not notify the 
Secretary of State that its registered agent or registered office 
has been changed or that its registered agent has resigned as 
reguired by section lS(lli 
6. 
Filing of false information. 
An incorporator, director, 
officer or agent of the foreign corporation signed a 
document 
with the knowledge that the document was false in a material 
respect and with the intent that the document be delivered to the 
Secretary of State for filing; or 
7. 
Authenticated certificate of dissolution or merger. 
The 
Secretary of State receives a duly authenticated certificate from 
the 
secretary of state or other official having 
custody of 
corporate records in the state or country under whose law the 
foreign 
corporation is incorporated stating that the 
foreign 
corporation has been dissolved or has disappeared as the result 
of a merger in its jurisdiction of incorporation. 
Sec. 22. 13-C MRSA §1532, sub-§§l and 2, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended t.o read: 
1. 
Notice of determination. 
If the Secretary of State 
determines that one or more grounds exist under section 
±§~± 
lS31-A for the revocation of authority, the Secretary of State 
shall serve the foreign corporation with written notice of the 
Secretary of State's determination under section 1510. 
2. 
Revocation. 
~f--t.ae The foreign 
ee~pe~at.i-eB-~~-Bet 
2 
ee~~eet-- e.a-€£- --gr~ 
-- -fuF- --~eveeatiea- - e-£- --defnon&t-r-a-t-e- - -1=G---tne 
~e aseaa9±e - -&at.i-&~aet.iE~B - -G-E- - -t-h€- - -Se-<H--e-t-a-r-y- - ~- - .£-t:.a-t:e- - tf:lat--e aen 
4 
~~ey.ae- -aet.eF-miBea - -J3.y -- -t-h€- - -Se-<H--e-t-a-r-y- - ~- - ~-a-te- - eee£- - ae£- -eH i s t 
corporation's 
authority is 
revoked if within 
days 
after 
se~vi€e--ef the notice 
under 
subsection 
was 
issued and is 
perfected under section 1510 r 
the Secretary of State maY--Feveke 
8 
tne - .f e-£ e-i ~£- -oo-r -po-r-a-t--i~n-' -s- -a-1*t.He-F-i-t.y - t e - -t:-F .a££.a-€-t: - -bu&i-ne-s-s- -i-a-- tn is 
State--by--~~-~-£~-i-€e--ef--F-eveeatiea determines that the 
foreign corporation has failed to correct the ground or grounds 
for revocation. 
The Secretary of State shall send notice to the 
foreign corporation at its last registered office address in this 
State and to its last registered or principal office address in 
its jurisdiction of 
incorporation that recites the ground or 
grounds for revocation and its the effective date of revocation. 
The Secretary of StatE! shall follow the procedures set forth in 
section lS10 when issuing the notice of revocation. 
Sec. 23. 13-C MRS A §1532, sub-§4, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
4. 
Secretary of State appointed as agent for service of 
process. 
The 
Secretary of State's 
revocation 
of 
a 
foreign 
corporation's authority appoints the Secretary of State as the 
foreign 
corporation's 
agent 
for 
service 
of 
process 
in 
any 
proceeding based on a cause of action that arose during the time 
the foreign corporation was authorized to transact business in 
this State. Service of process on the Secretary of State under 
this subsection is service on 
the 
foreign corporation. 
Upon 
receipt of process, the Secretary of State shall mail a copy of 
the 
process 
to 
t:ae--se€-Fet.aFY 
an 
officer 
of 
the 
foreign 
corporation at its principal office shown in its most recent 
annual report or in any subsequent communication received from 
the 
corporation stating the 
current mailing 
address 
of its 
principal office or, if no other address is on file, in its 
application for authority. 
Sec. 24. 13-C MRSA §1532, sub-§6, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
6. 
Authorization after revocation. 
A foreign corporation 
whose authority to transact business in this State has been 
revoked under section 19~1 1532 that wishes to transact business 
again in this State must be authorized as provided in this 
chapter. 
Sec. 25. 13-C MRSA §1622, sub-§l, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Penalty. 
A domestic or foreign corporation required to 
deliver an annual report for filing as provided by section 1621 
that fails to deliver its properly completed annual report to the 
Secretary of State shall pay, in addition to the regular annual 
report fee, 
the late filing penalty described in section 123, 
subsection 1, paragraph EE, as long as the report is received by 
the Secretary of State prior to administrative dissolution or 
revocation. 
Upon 
a 
corporation's failure to file the annual 
report and to pay the annual report fee or the penalty, the 
Secretary of State, notwithstanding Title 4, chapter 5 and Title 
5, chapter 375, shall revoke a foreign corporation's authority to 
do 
business 
in 
this 
State 
and 
administratively 
dissolve 
a 
domestic 
corporation. 
The 
Secretary of State shall 
use 
the 
procedures set forth in section 1421 to administratively dissolve 
a corporation and the procedures set forth in section 1532 to 
revoke a foreign corporation's authority to do business in this 
State. 
A domestic corporation that has been administratively 
dissolved under 
t:ais-~~££~~~B£-~-&e--Fe~B£t.at.ea-~-~~~~~-t:ae 
e~FFeRt:-~~-FepeFt.T-~~~--wit.a-~~-e~FFeRt.-~~-EiliR~ 
~eeT-~-By-~~-~he--~~a~~~a~-~~-~~eF~&eG-~~-seetieB 
:16;h--~,*"&see-~iG-a--l-,---paif~-ap£--V section 1421 must 
follow the 
procedures set forth in section 1422 to reinstate. 
Sec. 26. 31 MRSA §408, 
as 
amended 
by 
PL 
1999, 
c. 
638, 
§§10-12, is repealed. 
Sec. 27. 31 MRSA §§408-A to 408-E are enacted to read: 
§408-A. 
Grounds for administrative dissolution of domestic 
limited partnership 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
408-8 to administratively dissolve a domestic limited part.nership 
if: 
1. 
Honp~nt of fees or penalties. 
The domestic limited 
partnership does not pay when they are due any fees or penalties 
imposed by this Act or other law; 
2. 
Failure to file annual report. 
The domestic limited 
partnership does not deliver its annual report to the Secretary 
of State as required by section 529; 
3. 
Failure to pay late filing penalty. 
The 
domestic 
limited partnership 
dOE~s not pay the annual report late filing 
penalty as required by section 530; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The domestic limited partnership fails to appoint or 
maintain a registered agent or registered office in this State as 
required by section 407 L 
5. 
Failure to notify of change of registered agent or 
registered office. 
The domestic limited partnership does not 
notify the Secretary of State that its registered agent or 
registered office has been changed or that its registered agent 
has resigned as required by section 407; or 
6. 
Filing of false information. 
A general partner, limited 
partner or agent of the domestic limited partnership signed a 
document with the kno,fI!edge that the document was false in a 
material 
respect 
and with 
the 
intent that 
the 
document 
be 
delivered to the Secretary of State for filing. 
§408-B. 
Procedure for and effect of administrative dissolution 
of domestic limited partnership 
Page l5-LR2593(1) 
1. 
Notice of determination to administratively dissolve 
domestic 
limited 
partnership. 
If 
the 
Secretary 
of 
State 
determines that one or more grounds exist under section 408 A for 
dissolving a domestic limited partnership, the Secretary of State 
shall issue a written notice of that determination to the limited 
partnership's last registered office address. 
2. 
Administrative 
dissolution. 
The 
domestic 
limited 
partnership will be administratively dissolved if within 60 days 
after the notice under subsection 1 was issued the Secretary of 
State determines 
that the limited partnership has 
failed to 
correct the ground or grounds for the dissolution. 
The Secretary 
of State shall send notice to the limited partnership at its last 
registered office address that recites the ground or grounds for 
dissolution and the effective date of dissolution. 
3. 
Effect of administrative dissolution: prohibition. 
A 
domestic limited partnership administratively dissolved continues 
its existence but may not transact any business in this State 
except 
as 
necessary to 
wind 
up 
the affairs of 
the 
limited 
partnership. 
4. 
Liability of limited partners. 
A limited partner of a 
domestic limited partnership is not liable as a general partner 
of 
the 
limited partnership solely by 
reason of 
the 
limited 
partnership having been administratively dissolved under this 
section. 
5. 
Validity of contracts: right to be su~d: right to defend 
suit. 
The 
administrative dissolution of 
a 
domestic 
limited 
partnership under this section does not impair: 
A. 
The validity of any contract or act of the domestic 
limited partnership: 
B. 
The right of any other party to the contract to maintain 
any action, suit or proceeding on the contract: or 
c. 
The right of the domestic limited partnership to defend 
any action, suit or proceeding in any court of this State. 
6. 
Authority 
of 
registered 
agent. 
The 
administrative 
dissolution of a domestic limited partnership does not terminate 
the authority of its registered agent. 
7. 
Protecting 
domestic 
limited 
partnership 
name 
after 
administrative dissolution. 
The 
name 
of 
a 
domestic 
limited 
partnership remains in the Secretary of State's record of limited 
partnership names 
and is protected for 
a 
period of 
years 
following administrative dissolution. 
§408-C. 
Rein~tateme~t following administrative dissolution of 
domestic limited partnership 
1. 
Application 
for 
reinstatement. 
A 
domestic 
limited 
partnership administratively dissolved under section 408-B may 
apply to the Secretary of State for reinstatement within 6 years 
after the effective date of dissolution. The application must: 
A. 
State the name of the domestic limited partnership and 
the effective date of its administrative dissolution; 
B. 
State that the ground or grounds for dissolution either 
did not exist or have been eliminated; and 
C. 
State that 
the 
domestic 
limited partnership's 
name 
satisfies the requirements of section 403-A. 
2. 
Reinstatement after administrative dissolution. 
If the 
Secretary of State determines that the application contains the 
information required under subsection 1 and is accompanied by the 
reinstatement fee set forth in section 526, subsection 6-A, and 
that the information is correct. the Secretary of State shall 
cancel the administrative dissolution and prepare a notice of 
reinstatement that recites that determination and the effective 
date of relnstatement. The Secretary of State shall send notice 
to the domestic limited partnership at its last registered office 
address. 
3. 
Effect of reinstatement. 
When 
the 
reinstatement is 
effective under subsection 2, it relates back to and takes effect 
as of the effective date of the administrative dissolution, and 
the 
domestic 
limited partnership 
resumes 
business 
as if the 
administrative dissolution had not occurred. 
§408-D. 
Appeal from denial of reinstatement of domestic limited 
partnership 
1. 
Denial of reinstatement. 
If the Secretary of State 
denies 
a 
domestic 
limited 
partnership's 
application 
for 
reinstatement following administrative dissolution, the Secretary 
of State shall mail a written notice that explains the reason Or 
reasons 
for 
denial 
to 
the 
limited partnership at its last 
registered office address. 
2. 
Appeal. 
A domestic limited partnership may appeal 
a 
denial of reinstatement under subsection 1 to the Superior Court 
of the county where the limited partnership's principal office is 
located or, if there is no principal office in this State, in 
Kennebec County within 30 days after the date of the notice of 
denial. The limited partnership appeals by petitioning the court 
to set aside the dissolution and attaching to the petition copies 
of the Secretary of State's notice of administrative dissolution, 
the limited partnership's application for reinstatement and the 
Secretary of State's notice of denial. 
3. 
Court 
action. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate an administratively dissolved 
domestic limited partnership or may take other action the court 
considers appropriate. 
4. 
Final decision. 
The court's final decision in an appeal 
under this section may be appealed as in other civil proceedings. 
§408 E. 
Reinstatement of suspended domestic limited partnership 
1. 
Reinstatement after 
suspension. 
A 
domestic 
limited 
partnership that was suspended before July 1, 2004 may apply to 
the Secretary of State for reinstatement and the reinstatement 
may be granted, if: 
A. 
The Secretary of State determines that the application 
contains 
the 
information 
required 
under 
section 
408-C, 
subsection li 
B. 
The application for reinstatement is accompanied by the 
reinstatement fee set forth in section 526, subsection 6-Ai 
and 
C. 
The application for reinstatement is received by the 
Secretary of State by June 30, 2010. 
2. 
Effect 
on 
domestic 
limited 
partnership 
failing 
reinstate by June 30, 2010. 
A domestic limited partnership 
fails 
to 
meet 
the 
requirements 
of 
subsection 
administratively dissolved and may not reinstate. 
to 
that 
is 
3. 
Protecting 
domestic 
lim~ted partnership 
name 
after 
suspension. 
The name of a domestic limited partnership that is 
suspended remains in the Secretary of State's record of limited 
partnership names 
and is protected for 
a 
period of 
years 
following suspension. 
Sec. 28. 31 MRSA §413, sub-§5, as amended by PL 1991, c. 780, 
Pt. U, §26, is repealed. 
Sec. 29. 31 MRS A §416-A is enacted to read: 
§416-A. 
Certificate of existence; certificate of authority; 
certificate of fact 
1. 
APJ?lication. 
Any person may apply to the Secretary of 
State for 
a 
certificate of existence for 
a 
domestic limited 
partnership or a certificate of authority for a foreign limited 
partnership. 
2. 
Contents. 
A certificate of existence or certificate of 
authority sets forth: 
A. 
The limited partnership's name used in this State; 
B. 
That, if a 
domestic limited partnership, the limited 
partnership is duly formed under the laws of this State and 
the date of its formation; 
C. 
That, if a 
foreign limited partnership, 
the foreign 
limited partnership is authorized to transact business in 
this State, the date on which the limited partnership was 
authorized 
to 
transact business 
in this 
State 
and its 
jurisdiction of organization; 
D. 
That all fees and penalties owed to this State have been 
paid if: 
(l) 
Payment 
is 
reflected 
in 
the 
records 
of 
the 
S~cretary of State; and 
(2) 
Nonpayment affects the existence or authorization 
of the domestic or foreign limited partnership; 
E. 
That the limited partnership's most recent annual report 
required by section 529 has been delivered to the Secretary 
of State; and 
F. 
Any facts of record in the office of the Secretary of 
State 
that 
may 
be 
requested 
by 
the 
applicant 
under 
subsection 1. 
3. 
Eyidence of existence or authority. 
Subject to 
any 
qualification 
stated 
in 
the 
certificate, 
a 
certificate 
of 
existence or certificate of authority issued by the Secretary of 
State may be relied upon as conclusive evidence that the domestic 
or foreign limited partnership is in existence or is authorized 
to transact business in this State. 
4. 
Certificate of fact. 
In addition to the certificate 
authorized under subsection 2, the Secretary of State may issue a 
certificate attesting to any fact of record in the office of the 
Secretary of State that may be requested by the applicant under 
subsection 1. 
Sec. 30. 31 MRSA §498. sub-§2. as amended by PL 2003, c. 344, 
Pt. C, §§11 and 12 and affected by §80, is repealed. 
Sec. 31. 31 MRSA §§498-A to 498-C are enacted to read: 
§498 A. 
Grounds for revocation 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 L 
the Secretary of State may commence a proceeding under section 
B to revoke the authority of a foreign limited partnership 
authorized to transact business in this State if: 
1. 
NonpaJllK!nt of fees or penalties. 
The foreign limited 
partnership does not pay when they are due any fees or penalties 
imposed by this Act or other law; 
2. 
Failure to file annual report. 
The 
foreign limited 
partnership does not deliver its annual report to the Secretary 
of State as required by section 529; 
3. 
Failure to pay late filing penalty. 
The foreign limited 
partnership does not pay the annual report late filing penalty as 
required by section 530; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The foreign limited partnership fails to appoint or 
maintain a registered agent or registered office in this State as 
required by section 494; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The 
foreign limited partnership does 
not 
notify the Secretary of State that its registered agent or 
registered office has been changed or that its registered agent 
has resigned as required by section 494; 
6. 
Filing of false information. 
A general partner, limited 
partner or agent of the foreign limited partnership signed a 
document with the knowledge that the document was false in a 
material 
respect 
and 
with 
the 
intent that 
the 
document 
be 
delivered to the Secretary of State for filing; 
7. 
Amended application. 
The foreign limited partnership 
fails to file with the Secretary of State an amended application 
for authority required by section 495; or 
8. 
Authenticated certificate of cancellation or merger. 
The Secretary of State receives a duly authenticated certificate 
from the secretary of state or other official having custody of 
limited partnership records in the state or country under whose 
law the foreign limited partnership is formed stating that the 
foreign limited partnership has been cancelled or has disappeared 
as the result of a merger. 
§498-B. 
Procedure for and effect of revocation 
1. 
Notice of determination. 
If the Secretary of State 
determines that one or more grounds exist under section 498-A for 
the revocation of authority, the Secretary of State shall issue a 
written notice of that determination to the limited partnership's 
last registered office in this State and to its last registered 
or principal office in its jurisdiction of organization. 
2. 
Revocation. 
The foreign limited partnership's authority 
is revoked if within 60 days after the notice under subsection 1 
was i6sued the Secretary of State determines that the limi ted 
partnership has failed to correct the ground or grounds for 
revocation. 
The Secretary of State shall send notice to the 
limited partnership at its last registered office address in this 
State and to its last registered or principal office address in 
its jurisdiction of organization that recites 
the ground or 
grounds for revocation and the effective date of the revocation. 
3. 
Authority to transact business ceases. 
The authority of 
a foreign limited partnership to transact business in this State 
ceases on t~e date of revocation of its authority. 
4. 
Secretary of State appointed as agent for service of 
process.---Tne 
Secretary of State's 
revocation of 
a 
foreign 
limi ted partnership's authority appoints the Secretary of State 
as the foreign limited partnership's agent for service of process 
in any proceeding based on a cause of action that arose during 
the 
time 
the 
foreign 
limited partnership 
was 
authorized 
to 
transact business in this State. 
Service of process 
on 
the 
Secretary of State 
under 
this subsection is service 
on 
the 
foreign 
limited 
partnership. 
Upon 
receipt 
of 
process, 
the 
Secretary of State shall mail 
a 
copy of the process to the 
foreign limited partnership at its principal office shown in its 
most recent annual 
re"gort or in any subsequent communication 
received from the limited partnership stating the current mailing 
address of its principal office or, if no other address is on 
file, in its application for authority. 
5. 
Registered agent; 
not 
terminated. 
Revocation 
of 
a 
foreign limited partnership's authority to transact business in 
this State does not terminate the authority of the registered 
agent of the limited partnership. 
6. 
Authorization 
after 
revocation. 
A 
foreign 
limited 
partnership whose authority to transact business in this State 
has been revoked under this section and that wishes to transact 
business again in this State must be authorized as provided in 
this chapter. 
§498-C. 
Appeal from revocation 
1. 
Petition 
to 
appeal 
revocation. 
A 
foreign 
limited 
partnership may appeal the Secretary of State's revocation of its 
authority to the Kennebec County Superior Court within 30 days 
after the notice of revocation. The foreign limited partnership 
may appeal by petitioning the court to set aside the revocation 
and attaching to the petition copies of its application for 
authority and the Secretary of State's notice of revocation. 
2. 
Court 
order. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate the authority or may take any 
other action the court considers appropriate. 
3. 
Appeal of court's decision. 
The court's final decision 
may be appealed as in other civil proceedings. 
Sec. 32. 31 MRSA §S24, sub-§1, ,C, as corrected by RR 1991, c. 
1, §43, is amended to read: 
C. The provisions of section 407, subsection 1 and section 
494, subsection 2 requiring that all limited partnerships 
have and maintain in this State a registered office and a 
registered- ag-cut for service of process appl-y to limited 
partnerships 
formed 
before 
January 
1, 
1992 
and 
foreign 
limited partnerships that obtain authority to do business in 
this State before January 1, 1992 as follows. 
(1) 
By April 1, 1992 a general partner of each limited 
partnership shall pay a fee of $40 and file with the 
Secretary of State: 
(a) 
If the limited partnership does not have a 
registered 
agent 
and 
registered 
office, 
a 
certificate designating the registered agent and 
registered office for the limited partnership; or 
(b) 
If the limited partnership has a registered 
agent 
and 
registered 
office, 
a 
certificate 
confirming 
that 
the 
name 
and 
address 
of 
its 
current registered agent and registered office are 
correct. 
A limited partnership 
limited partnership, an 
business in this State 
that files 
a 
certificate 
of 
application for authority to do 
or a restated certificate under 
section 422, 
subsection 
after January 1, 
1992 but 
before 
April 
1, 
1992 
is 
not 
required 
to 
file 
a 
certificate 
or 
pay 
the 
fee 
required 
under 
this 
subparagraph. 
(2) 
Until a registered agent and a registered office 
are 
designated 
under 
subparagraph 
(1), 
the 
general 
partner first named in the partnership's certificate of 
limited partnership and having an address within this 
State is deemed the partnership's registered agent and 
that 
general 
partner's 
address 
as 
stated 
in 
the 
certificate 
is 
deemed 
the 
partnership's 
registered 
office. 
(3) 
If 
the 
limited 
partnership 
has 
certificate 
designating 
a 
registered 
registered office by April 1, 1992, the 
State may suspend the limited partnership 
408-A 
OJ~ 
revoke 
the 
authority of 
partnership to do business in this State 
498-8; and 
not 
filed 
a 
agent 
and 
Secretary of 
under section 
the 
limited 
under section 
Sec. 33. 31 MRSA §526, sub-§4, as amended by PL 2003, c. 344, 
Pt. C, §16, is further amended to read: 
4. 
Registered name. 
For filing of an application for a 
registered name of a foreign limited partnership under section 
406-A, 
a 
fee of $20 per month for 
the number of months or 
fraction of a month remaining in the calendar year when first 
filing. 
For filing an application to renew the registration of a 
registered name, a fee of $l§§ $200; 
Sec. 34. 31 MRSA §526, sub-§6, as amended by PL 1991, c. 780, 
Pt. U, §29, is repealed. 
Sec. 35. 31 MRSA §526, sub-§6-A is enacted to read: 
6-A. 
Reinstatement fee after administrative dissolution. 
For failure to file an annual report, a fee of $125, to a maximum 
fee of $500, regardless of the number of delinquent reports or 
the period of delinquency; for failure to pay the annual report 
late filing penalty, a fee of $100; for failure to appoint or 
maintain a registered agent or registered office, a fee of $100; 
for failure to notify the Secretary of State that its registered 
agent or registered office has been changed, that its registered 
agent 
has 
resigned 
or 
that its registered office 
has 
been 
discontinued, 
a 
fee of $100: 
for failure to file an amended 
application, a fee of $100; and for filing false information, a 
fee of $100; 
Sec. 36. 31 MRSA §526, sub-§7-A, as enacted by PL 1993, c. 
316, §68, is amended to read: 
7-A. 
Certificate 
of 
certificate of correction 
amount of $69 ~; 
correction. 
under section 
For 
422-A, 
filing 
a 
fee 
of 
in 
a 
the 
Sec. 37. 31 MRSA §526, sub-§8-A, as enacted by PL 1993, c. 
316, §70, is amended to read: 
8-A. 
Certificate 
of 
correction 
for 
partnership. 
For filing of a certificate of 
section 495-A, a fee in the amount of $~9 ~; 
foreign 
limited 
correction under 
Sec. 38. 31 MRSA §526, sub-§12, as amended by PL 1993, c. 3l6, 
§71, is repealed and the following enacted in its place: 
12. 
Issuing certificate. 
For 
issuin9 a 
certificate of 
existence, certificate of authority or certificate of fact as 
provided by section 416-A, a fee in the amount of $30. 
Sec. 39. 31 MRSA §526, sub-§14, as amended by PL 1991, c. 780, 
Pt. U, §30, is further amended to read: 
14. 
All other 
filings. 
certificate, affidavit, agreement 
by this chapter, 
for which no 
prescribed, a fee in tIie amount of 
For 
receiving 
and 
or any other paper 
different fee is 
$69 ~; 
filing 
any 
provided for 
specifically 
Sec. 40. 31 MRSA §526, sub-§15, as amended My PL 1993, c. 3l6, 
§72, is further amended to read: 
15. 
Annual report. 
For filing of an annual report under 
section 529, a fee of $60. 
For filing an amended annual report 
under section 529 A, a fee of $60; 
Sec. 41. 31 MRS A §526, sub-§16, as amended by PL 1997, c. 376, 
§44, is repealed. 
Sec. 42. 31 MRSA §526, sub-§§19 and 20~ as enacted by PL 1999, 
c. 638, §20, are amended to read: 
19. 
Articles of merger 
or 
consolidation. 
Articles 
of 
merger or consolidation of a limited partnership with another 
type of business entity as provided by section 417, a fee in the 
amount of $150; aRa 
20. 
Certificate of conversion. 
Certificate of conversion 
of a limited partnership to another type of business entity as 
provided by section 418, a fee in the amount of $125T; and 
Sec. 43. 31 MRSA §526, sub-§21 is enacted to read: 
21. 
Late filing penalty. 
For failing to deliver an annual 
report by its due date. in addition to the annual report filing 
fee. a fee of $25. 
Sec. 44. 31 MRSA §529-A is enacted to read: 
§529-A. 
Amended annual report of domestic or foreign limited 
partnership 
1. 
Amended annual report. 
If the information contained in 
an annual report filed under section 529 has changed. a domestic 
of foreign limited partnership may. if it determines it to be 
necessary. 
deliver to 
the 
Secretary of State for filing 
an 
amended annual report to change the information on file. 
The 
amended annual report must be executed as provided by section 
529. subsection 3. 
2. 
Contents. 
The amended annual report under subsection 1 
must set forth: 
A. 
The name of the domestic or foreign limited partnership 
and the jurisdiction of its organization; 
B. 
The date on which the original annual report was filed; 
£llil 
C. 
The information that has changed and the date on which 
it changed. 
3. 
Period for filing. 
An 
amended 
annual 
report 
under 
subsection 1 may be filed by the domestic or foreign limited 
partnership after the date of the original filing and until 
December 31st of that filing year. 
Sec. 45. 31 MRSA §530, as amended by PL 1999, c. 547, Pt. B, 
§52 and affected by §80, is further amended to read: 
§S30. 
Failure to file annual report; incorrect report; penalties 
1. 
Failure to file annual report; penalty. 
A domestic or 
foreign limited partnership that is required to deliver an annual 
report for 
filing as provided by section 
that fails to 
deliver its properly completed annual report to the Secretary of 
State shall pay, in addition to the regular annual report fee, 
t:Re-~-9€-..$-2~--pF9 .. iaiaf:J the late filing penalty described in 
section 526. subsection 21. as long as the report is received by 
the Secretary of State prior to revocation or 
Stl.s!"eR6.,i9~--o-f--I=Re 
liHlit;.eQ--pa'£~Re'£sR,i~ administrative dissolution. 
Upon a limited 
partnership's failure to file the annual report and to pay the 
annual 
report 
fee 
or 
the 
penalty, 
the 
Secretary of 
State, 
notwithstanding Title 4, 
chapter 
and Title 5, 
chapter 375, 
shall revoke 
a 
foreign limited partnership's authority to 
do 
business in this State and 
SYS~eREl administratively dissolve a 
domestic limited partnership fF9H1-~~-&ys1Bess. 
The Secretary 
of State shall use the procedures set forth in section 498 T 
sY&Seeti9R-~~--r~~~-t9-~~~~~~~-Fi~Rt-~-~~r~~-liHl,iteEl 
~aFtBeFsRi~s--~9--B~--~~-~~-~~~-~~~r--~eF--SYS~eREliR~ 
EleHlest,ie--l~-RH.-t.~-p"aFt;.BeFsRi~s 408 B to administratively dissolve 
a domestic limited partnership and the procedure set forth in 
section 498 B to revoke a foreign limited partnership's authority 
to 
transact 
business 
in 
this 
State. 
A---f-Q-t'-e-.iqn---liHliteEl 
~aFtBeFsRi~-wRese-a~~he.£i~y-~~~~~-~~~~~t;.a~-RaS-&eeR 
FevekeEl-YREleF-~hi6-6~££e£~~~~~-~~~~~-&ys1»ess-a~a1B-,iR 
tRis--S-t-a-t-e--HlYS~--*--a.y~£~~.ge€l.--as--·pH)-V~-€Ie4--iB--s-eo-t~-on--496... 
A 
domestic 
limi ted 
partnership 
that 
has 
been 
SYS~eRe.ee. 
administratively 
dissolved 
under 
tR,is---SY&Seet,ieR---Hlay---&e 
FeiRstateEl-~--f~-l~~-~-eYFFeBt;.-aRRya~-~~~--t.~~--w1t;.h-tRe 
eYFFeRt-aRR~a~-~~-l~~~~-aBG-&y-~ayiR~-~~~~in&t-a-t~-~-9f 
$l69-~~-ea€h--~aF-~~-l,iHliteEl-~~~~~-~a~~e€l.--~-~~-l-e--aR 
aRRyal--~Ft;.r--~-maK~~-FeiRstateHleBt--~-~-R~--eHeeee. 
$9QQT--~aFG~s-s--~--~~-BYHlBe.£--e~-~~~-~~~~-~--tRe 
FeF,i9El-~-~~1B~yeRey section 408 B must follow the requirements 
set forth in section 408-C to reinstate. 
2. 
Nonconformity. 
If the Secretary of State finds that any 
annual 
report 
of 
a 
domestic 
or 
foreign 
limited partnership 
delivered for filing does not conform with the requirements of 
section 529, the report must be returned for correction. 
Jy--~6ieBY--~-±iHlitee.-~~~~~-wRile-~-Hlay 
R9t-eR~a~e-iR-bysiRess ... 
4. Excusable neglect. 
If the annual report of a domestic or 
foreign limited partnership is not delivered for filing within 
the time specified in section 529, the limited partnership is 
excused from the liability provided in this section and from any 
other penalty for 
failure to file timely the reportr if it 
establishes, to the satisfaction of the Secretary of State, that 
failure to file was 
the result of excusable neglect and it 
furnishes the Secretary of State witR a copy of the report within 
days after 
leaFRiR~ it learns that the Secretary of State 
failed to receive the original report. 
Sec. 46. 31 MRSA §608, as amended by PL 1999, c. 638, §§22 to 
25, is repealed. 
Sec. 47. 31 MRSA §§608-A to 608-E are enacted to read: 
§608-A. 
Grounds for administrative dissolution of domestic 
limited liability company 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
608-B to administratively dissolve a domestic limited liability 
company if: 
1. 
Nonpayment of fees or penalties. 
The domestic limited 
liability company does not pay when they are due any fees or 
penalties imposed by this chapter or other law; 
2. 
Failure to file annual report. 
The domestic limited 
liability company does not deliver its annual report to the 
Secretary of State as required by section 757; 
3. 
Failure to pay late filing penalty. 
The 
domestic 
limited liability company does not pay the annual report late 
filing penalty as required by section 758; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The domestic limited liability company fails to appoint 
or maintain a 
registered agent or registered office in this 
State 
as r~quired by section 607; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The domestic limited liability company does 
not notify the Secretary of State that its registered agent or 
registered office has been changed or that its registered agent 
has resigned as required by section 607. 
6. 
Filing of false information. 
A member, manager or agent 
of the domestic limited liability company signed a document with 
the knowledge that the document was false in a material respect 
and with the intent that the 
document 
be 
delivered to 
the 
Secretary of State for filing. 
§608-B. 
Procedure for and effect of administrative dissolut:ion 
1. 
Notice of determination to administratively dissolve 
domestic limited liability company. 
If the Secretary of State 
determines that one or more grounds exist under section 608-A for 
dissolving a domestic limited liability company, the Secretary of 
State shall issue a written notice of that determination to the 
limited liability company's last registered office address. 
2. 
Administrative 
dissolution. 
The 
domestic 
limited 
liability company is administratively dissolved if within 60 days 
after the notice under subsection 1 was issued the Secretary of 
State determines that the limited liability company has failed to 
correct the ground or grounds for the dissolution. The Secretary 
of State shall send notice to the limited liability company at 
its last registered office address that recites the ground or 
grounds for dissolution and the effective date of dissolution. 
3. 
Effect of administrative dissolution; prohibition. 
A 
domestic 
limited liability 
company 
administratively dissolved 
continues its existence but may not transact any business in this 
State except as necessary to wind up the affairs of the limited 
liability company. 
4. 
Validity of contracts; right to be sued; right to defend 
suit. 
The 
administrative 
dissolution of 
a 
domestic 
limited 
liability company under this section does not impair: 
A. 
The validity of any contract or act of the domestic 
limited liability company; 
B. 
The right of any other party to the contract to maintain 
any action, suit or proceeding on the contract; or 
c. 
The right of the domestic limited liability company to 
defend any action, suitor proceeding in any court of this 
State. 
5. 
Authority of 
registered 
agent. 
The 
administrative 
dissolution of 
a 
domestic limited liability company does 
not 
terminate the authority of its registered agent. 
6. 
Protecting domestic limited liability companY name after 
administrative dissolution. 
The 
name 
of 
a 
domestic 
limited 
liability company remains in the Secretary of State' s record of 
limited liability company names and is protected for a period of 
years following administrative dissolution. 
§608-C. 
Reinstatement following administrative dissolution 
1. 
Application 
for 
reinstatement. 
A 
domestic 
limited 
liability company administratively dissolved under section 608-B 
may apply to the Secretary of State for reinstatement within 6 
years after the effective date of dissolution. The application 
must: 
A. 
State the name of the domestic limited liability company 
and the effective date of its administrative dissolution; 
B. 
State that the ground or grounds for dissolution of the 
domestic limited liability company either did not exist or 
have been eliminated; and 
C. 
State that the domestic limited liability company's name 
satisfies the requirements of section 603-A. 
2. 
Reinstatement after administrative dissolution. 
If the 
Secretary of State determines that the application contains the 
information required under subsection 1 and is accompanied by the 
reinstatement fee set forth in section 751, subsection 7-A, and 
that the information is correct, the Secretary of State shall 
cancel the administrative dissolution and prepare 
a notice of 
reinstatement that recites that determination and the effective 
date of reinstatement. The Secretary of State shall send notice 
to the domestic limited liability company at its last registered 
office address. 
3. 
Effect of reinstatement. 
When 
the 
reinstatement is 
effective under subsection 2, it relates back to and takes effect 
as of the effective date of the administrative dissolution, and 
the domestic limited liability company resumes business as if the 
administrative dissolution had not occurred. 
§608-D. 
Appeal from denial of reinstatement 
1. 
Denial of reinstatement. 
If the Secretary of State 
denies 
a 
domestic limited liability company's application for 
reinstatement following administrative dissolution, the Secretary 
of State shall mail a written notice that explains the reason or 
reasons for denial to the limited liability company at its last 
registered office address. 
2. 
Appeal. 
A domestic limited liability company may appeal 
a 
denial of reinstatement under subsection 1 
to the Superior 
Court 
of 
the 
county 
where 
the 
limited liability 
company's 
principal office is located or, if there is no principal office 
in this State, in Kennebec County within 30 days after the date 
of the notice of denial. The limited liabiiity company appeals by 
petitioning the court to set aside the dissolution and attaching 
to the petition copies of the Secretary of State's notice of 
administrative 
dissolution, 
the 
limited 
liability 
company's 
application for reinstatement and the Secretary of State's notice 
of denial. 
3. 
Court 
action. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate an administratively dissolved 
domestic limited liability company or may take other action the 
court considers appropriate. 
4. 
Final decision. 
The court's final decision in an appeal 
under this section may be appealed as in other civil proceedings. 
§608-E. 
Reinstatement of suspended domestic limited liability 
company 
1. 
Reinstatement 
aftgr 
~~nsion. 
A 
domestic 
limited 
li abi lit;:>: 
~ompan;:>: that was 
suspended before July 1, 
2004 may 
QJ2ply 
to 
the 
Secretary of 
State 
for 
reinstatement 
and 
the 
reinstatement may be granted, if: 
A. 
The Secretary of State determines that the application 
contains 
the 
information 
required 
under 
section 
608-C, 
subsection 1: 
B. 
The application for reinstatement is accompanied by the 
reinstatement fee set forth in section 751. subsection 7 -Aj 
and 
C. 
The application for reinstatement is received by the 
Secretary of State by June 30, 2010. 
2. 
Effect on domestic limited liability company failing to 
Ieinstate by June 30. 2010. 
A domestic limited liability company 
that 
fails 
to 
meet 
the 
requirements 
of 
subsection 
is 
administratively dissolved and may not reinstate. 
3. 
Protecting domestic limited liability compagy name after 
suspension. 
The name of a 
domestic limited liability company 
that is suspended remains in the Secretary of State's record of 
limited liability company names and is protected for a period of 
years following suspension. 
Sec. 48. 31 MRSA §612, sub-§5, as enacted by PL 1993, c. 718, 
Pt. A, §1, is repealed. 
Sec. 49. 31 MRSA §616 is enacted to read: 
§616. 
Cgrtificate of existence; certificate of authority; 
certificate of fact 
1. 
Application. 
Any person may appl;:>: to the SecretarL--Qi 
State for 
a 
certificate of existence for 
a 
domestic limited 
liability company or a certificate of authority for 
a 
foreign 
limited liability company. 
2. 
Contents. 
A certificate of existence or certificate of 
authority sets forth: 
A. 
The limited liability company's name used in this State: 
B. 
That, 
if a 
domestic 
limited liability company, 
the 
limited liability company is duly formed under the laws of 
this State and the date of its formation; 
c. 
That, 
if 
a 
foreign 
limited liability 
company, 
the 
foreign limited liability company is authorized to transact 
business 
in this State, 
the 
date 
on 
which 
the 
limited 
liability company was authorized to transact business in 
this State and its jurisdiction of organization; 
D. 
That all fees and penalties owed to this State have been 
paid if: 
(1) 
Payment 
is 
reflected 
in 
the 
records 
of 
the 
Secretary of State; and 
(2) 
Nonpayment affects the existence or authorization 
of the domestic or foreign limited liability company; 
E. 
That the limited liability company's most recent annual 
report reguired by section 757 has been delivered to the 
Secretary of State; and 
F. 
Any facts of record in the office of the Secretary of 
State 
that 
may 
be 
reguested 
by 
the 
applicant 
under 
subsection 1. 
3. 
Evidence of existence or authority. 
Subject to 
any 
qualification 
stated 
in 
the 
certificate, 
a 
certificate 
of 
existence or certificate of authority issued by the Secretar-y of 
State may be relied upon as conclusive evidence that the domestic 
or 
foreign limited liability 
company is in existence 
or 
is 
authorized to transact business in this State. 
4. 
Certificate of fact. 
In addition to the certificate 
authorized under subsection 2, the Secretary of State may issue a 
certificate attesting to any fact of record in the office of the 
Secretary of State that may be reguested by the applicant under 
subsection 1. 
Sec. 50. 31 MRS A §719, sub-§2, as amended by PL 2003, c. 344, 
Pt. C, §29, is repealed. 
Sec. 51. 31 MRSA §§719-A to 719-C are enacted to read: 
§719-A. 
Grounds for revocation of authority of foreign limited 
liability company 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
719-B to revoke the authority of 
a 
foreign limited liability 
company authorized to transact business in this State if: 
1. 
Nonpayment of fees or penalties. 
The foreign limited 
liability company does not pay when they are due any fees or 
penalties imposed by this chapter or other law; 
2. 
Failure to file annual report. 
The 
foreign limited 
liability company does 
not deliver its annual 
report to 
the 
Secretary of State as reguired by section 757; 
3. 
Failure to pay late filing penalty. 
The foreign limited 
liability company does not pay the annual report late filing 
penalty as reguired by section 758; 
4. 
Failure to maintain registered agent 
or 
registered 
office. 
The foreign limited liability company fails to appoint 
or maintain a registered agent or registered office in this State 
as reguired by section 714; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The foreign limited liability company does 
not notify the Secretary of State that its registered agent or 
registered office has been changed or that its registered agent 
has resigned as reguired by section 714; 
6. 
Filing of false information. 
A member, manager or agent 
of the foreign limited liability company signed a document with 
the knowledge that the document was false in a material respect 
and with 
the 
intent that the 
document 
be 
delivered to 
the 
Secretary of State for filing. 
7. 
Amended 
application. 
The 
foreign 
limited liability 
company fails to file with the Secretary of State an amended 
application for authority required by section 715; or 
8. 
Authenticated certificate of cancellation or merger. 
The Secretary of State receives a duly authenticated certificate 
from the secretary of state or other official having custody of 
limited liability company records in the state or country under 
whose law the foreign limited liability company is formed stating 
that the foreign limited liability company has been cancelled or 
has disappeared as the result of a merger. 
§719-B. 
Procedure for and effect of revocation 
1. 
Notice of determination. 
If the Secretary of State 
determines that one or more grounds exist under section 719-A for 
the revocation of authority, the Secretary of State shall issue a 
written notice of that determination to the limited liability 
company's last registered office in this State and to its last 
registered 
or 
principal 
office 
in 
its 
jurisdiction 
of 
organization. 
2. 
Revocation. 
The 
foreign limited liability company's 
authority is revoked if within 60 days after the notice under 
subsection 1 was issued the Secretary of State determines that 
the foreign limited liability company has failed to correct the 
ground or grounds for revocation. 
The Secretary of State shall 
send notice to the foreign limited liability company at its last 
registered office in this State and to its last registered or 
principal office in its jurisdiction of organization that recites 
the ground or grounds for revocation and the effective date of 
revocation. 
3. 
Authority to transact business ceases. 
The authority of 
a foreign limited liability company to transact business in this 
State ceases on the date of revocation of its authority. 
4. 
Secretary of State appointed as agent for service of 
process. 
The 
Secretary of State's 
revocation 
of 
a 
foreign 
limited liability company's authority appoints the Secretary of 
State 
as 
the 
foreign 
limited liability 
company's 
agent 
for 
service of process in any proceeding based on a cause of action 
that arose during the time the foreign limited liability company 
was authorized to transact business in this State. Service of 
process 
on 
the Secretary of State under 
this 
subsection is 
service on the foreign limited liability company. Upon receipt of 
process, the Secretary of State shall mail a copy of the process 
to the foreign limited liability company at its principal office 
shown in its most recent annual report or in any subsequent 
communication received from the limited liability company stating 
the current mailing address of its principal office or, if no 
other address is on file, in its application for authority. 
5. 
Registered agent; 
not 
terminated. 
Revocation 
of 
a 
foreign 
limited 
liability 
company's 
authority 
to 
transact 
business in this State does not terminate the authority of the 
registered agent of the limited liability company. 
6. 
Authorization 
after 
revocation. 
A 
foreign 
limited 
liability company whose author ity to transact business in this 
State has been revoked under section 719-B and that wishes to 
transact business again in this State must 
be authorized as 
provided in this chapter. 
§719-C. 
Appeal from revocation 
1. 
Petition 
to 
appeal 
revocation. 
A 
foreign 
limited 
liability company may appeal the Secretary of State's revocation 
of its authority to the Kennebec County Superior Court within 30 
days 
after 
the 
notice 
of 
revocation. 
The 
foreign 
limited 
liability company may appeal by petitioning the court to set 
aside the revocation and attaching to the petition copies of its 
application for authority and the Secretary of State's notice of 
revocation. 
2. 
Court 
order. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate the authority or may take any 
other action the court considers appropriate. 
3. 
Appeal of court's decision. 
The court's final decision 
may be appealed as in other civil proceedings. 
Sec. 52. 31 MRSA §751, sub-§4, as amended by PL 2003, c. 344, 
Pt. C, §31, is further amended to read; 
4. 
Registered 
registered name of 
section 606-A, a fee 
name. 
For filing of an application for a 
a 
foreign limited liability company under 
of $20 per month for the number of months or 
fraction of a month 
rema~n~ng in the calendar year when first 
filing. 
For filing an application to renew the registration of a 
registered name, a fee of $Hi§ .tfQQ; 
Sec. 53. 31 MRSA §751, sub-§7, as enacted by PL 1993, c. 718, 
Pt. A, §1, is repealed. 
Sec. 54. 31 MRS A §751. sub-§7-A is enacted to read: 
1-A. 
Reinstatement fee after administrative dissolution. 
For failure to file an annual report, a fee of $125, to a maximum 
fee of $500, regardless of the number of delinguent reports or 
the period of delinquency; for failure to pay the annual report 
late filing penalty, a fee of $100; for failure to appoint or 
maintain a registered agent or registered office, a fee of $100; 
for failure to notify the Secretary of State that its registered 
agent or registered office has been changed, that its registered 
agent 
has 
resigned or 
that its 
registered office has 
been 
discontinued, a fee of $100; and for filing false information, a 
fee of $100; 
Sec. 55. 31 MRSA §751, sub-§9, as enacted by PL 1993, c. 718, 
Pt. A, §1, is amended to read: 
9. 
Certificate of correction. 
For filing of a certificate 
of correction under section 624, a fee of $6G ~; 
Sec. 56. 31 MRSA §751, sub-§13, as enacted by PL 1993, c. 718, 
Pt. A, §1, is amended to read: 
13. 
Certificate of correction for foreign limited liability 
companies. 
For 
filing of 
a 
certificate of correction under 
section 716, a fee of $~Q ~; 
Sec. 57. 31 MRSA §751, sub-§17, as enacted by PL 1993, c. 718, 
Pt. A, §1, is repealed and the following enacted in its place: 
17. 
Issuing certificate. 
For issuing 
a 
certificate of 
existence, certificate of authority or certificate of fact as 
provided by section 616, a fee in the amount of $30; 
Sec. 58. 31 MRSA §751, sub-§§19 and 20, as enacted by PL 1993, 
c. 718, Pt. A, §1, are amended to read: 
19. 
All other filings. 
For receiving and 
certificate, affidavit, agreement or any other paper 
by this chapter, 
for 
which 
no different fee is 
prescribed, a fee of $6Q ~; 
filing of 
a 
provided for 
specifically 
20. 
Annual report. 
For filing of an annual report under 
section 757, a fee of $60; for filing an amended annual report 
under section 757-A, a fee of $60; 
Sec. 59. 31 MRSA §751, sub-§21, as amended by PL 1997, c. 376, 
§59, is repealed. 
Sec. 60. 31 MRSA §751, sub-§§24 and 25, as enacted by PL 1999, 
c. 638, §39, are amended to read: 
24. 
Certificate of merger or consolidation. 
Certificate of 
merger 
or consolidation of 
a 
limited liability company with 
another type of business entity as provided by section 741-A, 
a 
fee of $150; aHe 
25. 
Certificate of conversion. 
Certificate of conversion 
of limited liability company to another type of business entity 
as provided by section 746, a fee of $125T~ 
Sec. 61. 31 MRSA §751, sub-§26 is enacted to read: 
26. 
Late filing penalty. 
For failing to deliver an annual 
report by its due date in addition to the annual report filing 
fee, a fee of $25. 
Sec. 62. 31 MRS A §757-A is enacted to read: 
§757-A. 
Amended annual report of domestic or foreign limited 
liability company 
.. 
1. 
Amended annual report. 
If the information contained in 
an annual report filed under section 757 has changed, a limited 
liability company may, 
if it determines it to be necessary, 
deliver to the Secretary of State for filing an amended annual 
report to change the information on file. 
The 
amended annual 
report must be executed as provided by section 757, subsection 3. 
2. 
Contents. 
The amended annual report under subsection 1 
must set forth: 
A. 
The name of the domestic or foreign limited liability 
company and the jurisdiction of its organization; 
8. 
The date on which the original annual report was filed: 
.9lli! 
C. 
The information that has changed and the date on which 
it changed. 
3. 
Period for filing. 
An 
amended 
annual 
report under 
sUbsection 1 may be filed by the limited liability company after 
the date of the original filing and until December 31st of that 
filing year. 
Sec. 63. 31 MRSA *758. as amended by PL 1999, c. 547, Pt. B, 
§54 and affected by §80, is further amended to read: 
§758. 
Failure to file annual report; incorrect report; penalties 
1. 
Failure to file annual report; penalty. 
A domestic or 
foreign limited liability company that is required to deliver an 
annual report for filing as provided by section 757 that fails to 
deliver its properly completed annual report to the Secretary of 
State shall pay, in addition to the regular annual report fee, 
t:Re--s~m--o-t--$-6-§.r-if the late filing penalty described in section 
751, subsection 26, 
as long as the report is received by the 
Secretary of State prior to revocation or 
saspen6ie£--ef--~Re 
±imit:ea--±iaei±it:y--eempaay administrative dissolution. 
Upon 
a 
limited liability company's failure to file the annual report and 
to pay the annual report fee or the penalty, the Secretary of 
State, notwithstanding Title 4, chapter 5 and Title 5, chapter 
375, shall revoke a foreign limited liability company's authority 
to 
do 
business 
in 
this 
State 
and 
saspena 
administratively 
dissolve 
a 
domestic 
limited 
liability 
company 
f!i'EHI~--~einEJ 
easiaess. 
The Secretary of State shall use the procedures set 
forth in section 
119T-~t=-io-n---27--!i'e±at:ive--t-Q--~-e-v-&k-i-nt:r-t:Re 
!i'iEJRt:--o-t--feFeiEJa-~-i~~~-~iaei~i~y-€~£-i€-s--~-ae-~~-iH 
t:Ris-~~~--B&F--S~-S~~~-~t=-i&-limi~ea--~~~~it~-eempaaies 
608-8 to administratively dissolve a domestic limited liability 
company and the procedures set forth in section 719 B to revoke a 
foreign 
limited 
lii:l.bili ty 
company 0 s 
authority 
to 
transact 
business in this State. 
A--E-G-r-e-i<ja---l-i-m-i-t.-ed--.J...,i-ab-i.J...,i..t.y--eemflaay 
wRese-~~-i-t.~-Ee-~-eys~aess--i~-ER~s-~~~-RaS-~-~eye*ea 
~aae~--t.~~-&~&~~~&-..t.R-a..t.-~~-Ee-~-&~&1&&&&--a~-a..,i~-~-ERis 
SEaEe-~£..t.-~~~~1~-as-~~¥..,i4~-i~~~~a--716T A domestic 
limited 
liability 
company 
that 
has 
been 
sysfleaaea 
administratively 
dissolved 
under 
ERis---syeSeeEiea---may---ee 
~e~asEaEea-~-~-i~-i~--t.~-eYFFea~-aHHya±-~~-t.--t.~~--w1~a-ERe 
eY~FeaE--a~~~-a.J.-~-i~-i~~~-aaG-ey-p-ay..,i~~--t.~~~1n&t~~-~-e~ 
$169-~~-~-yeaF-..t.Re--~~1t-ed--~1a&1~1~y-eemflaay-~~~-ed--~-~~±e 
aa-~--~~r--~Re-~..,i~~~1n&t~~-~ee-ffiay-~-eHeeea 
$9QQT--~a:FG1e-&&--04----t.~-HYmae£--e~--de-1-~-~-epo-!'-t.~-~-£--ERe 
fleFiea-~--G&1-1a~yeaey section 608-B must follow the requirements 
set forth in section 608-C to reinstate. 
2. 
Nonconformity. 
annual report cielivered 
requirements of section 
correction. 
If the Secretary of State finds that an 
for filing does not conform with the 
757, 
the report must be returned for 
3T--gu.6peB6ieBT---A-.J...,i.ffi:i-t-e4--1-i-ab-.i-~1t~~l'"-w:a11-e-Sysfleaaea 
may-aeE-e!uja~e-~a-eysiaeSST 
4. 
Excusable neglect. 
If the annual report of a domestic 
or foreign limited liability company is not delivered for filing 
within the time specified in section 757, the limited liability 
company is excused from the liability provided in this section 
and from any other penalty for failure to file timely the reportT 
if it establishes to the satisfaction of the Secretary of State, 
that failure to file was the result of excusable neglect and it 
furnishes the Secretary of State wiER a copy of the report within 
days after 
±eaFa~R~ it learns that the Secretary of State 
failed to receive the original report. 
Sec. 64. 31 MRSA §808, as enacted by PL 1995, c. 633, Pt. B, 
§1, is repealed. 
Sec. 65. 31 MRSA §§808-A to 808-E are enacted to read: 
§808-A. 
Grounds for revocation of registered limited liability 
partnership's status 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
808-B to 
revoke the status of 
a 
partnership as 
a 
registered 
limited liability partnership if: 
1. 
Nonpayment of fees, penalties. 
The registered limited 
liability partnership does not pay when they are due any fees or 
penalties imposed by this chapter or other law; 
2. 
Failure to file annual report. 
The registered limited 
liability partnership does not deliver its annual report to the 
Secretary of State as required by section 873; 
3. 
Failure to pay late filing penalty. 
The 
registered 
limited liability partnership does not pay the annual report late 
filing penalty as required by section 874; 
4. 
Failure 
to maintain registered agent or 
registered 
office. 
The registered limited liability partnership fails to 
appoint or maintain a registered agent or registered office in 
this State as required by section 807; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The registered limited liability partnership 
does not notify the Secretary of State that its registered agent 
or registered office has been changed or that its registered 
agent has resigned as required by section 807; or 
6. 
Filing of false information. 
A partner or agent of the 
registered limited liability partnership signed a document with 
the knowledge that the document was false in a material respect 
and with the intent that the 
document 
be 
delivered to 
the 
Secretary of State for filing. 
S808-B. 
Procedure for and effect of revocation 
1. 
Notice of determination to revoke partnership's status 
as registered limited liability partnership. 
If the Secretary of 
State determines that one or more grounds exist under section 
808-A for revoking a partnership's status as a registered limited 
liability partnership, 
the Secretary of State shall 
issue 
a 
written notice of that determination to the limited liability 
partnership's last registered office address. 
2. 
Revocation. 
The partnership's status as a registered 
limited liability partnership is revoked if within 60 days after 
the notice under subsection 1 was issued the Secretary of State 
determines that the registered limited liability partnership has 
failed to correct the ground or grounds for revocation. 
The 
Secretary of State shall send notice to the partnership at the 
registered limited liability partnership's last registered office 
address that recites the ground or grounds for revocation of the 
partnership's 
status 
as 
a 
registered 
limited 
liability 
partnership and the effective date of revocation. 
3. 
Effect of revocation of status as registered limited 
liability 
partnership. 
A 
partnership 
whose 
status 
as 
a 
registered 
limited 
liability 
partnership 
has 
been 
revoked 
~tinues its existence 
but 
must 
be 
treated 
as 
a 
general 
partnership without that limited liability partnership status. 
4. 
Validity of contra~s; right to be sued; right to defend 
suit. 
The 
revocation of 
the status of 
a 
partnership as 
a 
registered limited liability partnership under this section does 
not impair: 
A. 
The existence of the partnership; 
B. 
The validi tj' of any contract or act of the registereci 
limited liability partnership; 
C. 
The right of any other party to the contract to maintain 
any action, suit or proceeding on the contract; 
D. 
The 
right 
of 
the 
registered 
limited 
liability 
partnership to defend any action, suit or proceeding in any 
court of this State; or 
E. 
The liabilities of the partners with regard to events, 
acts or omissions occurring before the date of revocation. 
5. 
Authority of registered agent. 
The 
status 
of 
a 
partnership 
as 
a 
registered 
partnership does not terminate the authority 
agent. 
revocation of the 
limited 
liabilit~ 
of its registered 
6. 
Protecting 
limited liability partnership 
name 
after 
administrative dissolution. 
The 
name 
of 
a 
limited liability 
partnership remains in the Secretary of State's record of limited 
liability partnership names and is protected for a period of 3 
years following revocation. 
§808-C. 
Reinstatement. following revocation 
1. 
Application 
for 
reinstatement. 
A partnership 
whose 
status as a registered limited liability partnership has been 
revoked under section 808-B may apply to the Secretary of State 
for reinstatement within 
years after the effective date of 
revocation. The application must: 
A. 
State the 
name 
of the registered limited liability 
partnership and the effective date of its revocation; 
B. 
State that the ground or grounds for revocation either 
did not exist or have been eliminated; and 
C. 
State 
that 
the 
registered 
limited 
liabili ty 
partnership's 
name 
satisfies the 
requirements of 
section 
803-A. 
2. 
Reinstatement after revocation. 
If the Secretary of 
State determines that the application contains the information 
required 
under 
subsection 
and 
is 
accompanied 
by 
the 
reinstatement fee set forth in section 87 L 
subsection 7 -A, and 
that the information is correct, the Secretary of State shall 
cancel the revocation and prepare a notice of reinstatement that 
recites 
that 
determination 
and 
the 
effective 
date 
of 
reinstatement. The Secretary of State shall send notice to the 
registered limited liability partnership at its last registered 
office address. 
3. 
Effect of reinstatement. 
When 
the 
reinstatement is 
effective under subsection 2, it relates back to and takes effect 
as of the effective date of the revocation, and the registered 
limited 
liability 
partnership 
resumes 
business 
as 
if 
the 
revocation had not occurred. 
SHOH-D. 
Appeal from denial of reinstatement 
1. 
Denial of reinstatement. 
If the Secretary of State 
denies 
a partnership's application for reinstatement following 
revocation, the Secretary of State shall mail a written notice 
that explains the reason or reasons for denial to the partnership 
at its last registered office address. 
2. 
Appeal. 
A 
partnership 
may 
appeal 
a 
denial 
of 
reinstatement under subsection 1 to the Superior Court of the 
county where the partnership's principal office is located or, if 
there is no principal office in this State, in Kennebec County 
within 
days after the date of the notice of denial. 
The 
partnership appeals by petitioning the court to set aside the 
revocation and attaching to the petition copies of the Secretary 
of State's notice of revocation, the partnership's application 
for reinstatement and the Secretary of State's notice of denial. 
3. 
Court 
action. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate 
a 
partnership's status 
as 
a 
registered limited liability partnership or may take other action 
the court considers appropriate. 
4. 
Final decision. 
The court's final decision in an appeal 
under this section may be appealed as in other civil proceedings. 
SHOH-E. 
Reinstatement of registered limited liability 
partnership status 
1. 
Reinstatement after revocation. 
A partnership whose 
status as a registered limited liability partnership that was 
revoked before July 1, 2004 may apply to the Secretary of State 
for reinstatement and the reinstatement may be granted, if: 
A. 
The Secretary of State determines that the application 
contains 
the 
information 
required 
under 
section 
808-C, 
subsection 1; 
B. 
The application for reinstatement is accompanied by the 
reinstatement fee set forth in section 871, subsection 7-A; 
and 
C. 
The application for reinstatement is received by the 
Secretary of State by June 30, 2010. 
2. 
Effect on partnership failing to reinstate by JUDe 30, 
2010. 
A partnership that fails to meet the requirements of 
subsection 1 may not reinstate. 
3. 
Protecting limited liability partnership 
name 
after 
revocation. 
The 
name 
of 
a 
partnership 
whose 
status 
as 
a 
registered limited liability partnership is revoked remains in 
the Secretary of State's record of limited liability partnership 
names 
and 
is protected 
for 
a 
period 
of 
years 
following 
revocation. 
Sec. 66. 31 MRSA §812, sub-§5. as enacted by PL 1995, c. 633, 
Pt. B, §1, is repealed. 
Sec. 67. 31 MRSA §817 is enacted to read: 
§817. 
Certificate of existence: certificate of authority: 
certificate of ~ 
1. 
Application. 
Any person may apply to the Secretary of 
State for a certificate of existence for a registered limited 
liability partnership or a certificate of authority for a foreign 
limited liability part.nership. 
2. 
Contents. 
A certificate of existence or certificate of 
authority under subsection 1 sets forth: 
A. 
The limited liability partnership's name used in this 
State; 
B. 
That, if a registered limited liability partnership, the 
registered limited liability partnership is duly registered 
under 
the 
laws 
of 
this 
State 
and 
the 
date 
of 
its 
registration: 
c. 
That. if a foreign limited liability partnership, the 
foreign 
limited 
liability 
partnership 
is 
authorized 
to 
transact business in this State, 
the date on which the 
limited liability partnership was 
authorized to transact 
business in this State and its jurisdiction of organization; 
D. 
That all fees and penalties owed to this State have been 
paid if: 
(1) 
Payment 
is 
reflected 
in 
the 
records 
of 
the 
Secretary of State; and 
(2) 
Nonpayme~n~t~a~f~f~e~c~t~s~t~h~e~~e~x~i~s~t~e~n~c~e~o~r~~a~u~t~h~o~r~1=·=z~a~t=i~o=n 
of 
the 
registered 
or 
foreign 
limited 
liability 
partnership; 
E. 
That 
the 
registered 
or 
foreign 
limited 
liability 
partnership's most recent annual report required by section 
has been delivered to the Secretary of State; and 
F. 
Any facts of record in the office of the Secretary of 
State 
that 
may 
be 
requested 
by 
the 
applicant 
under 
subsection 1. 
3. 
Evidence of existence or authority. 
Subject to 
any 
qualification stated in the certificate under subsection 2, 
a 
certificate of existence or certificate of authority issued by 
the Secretary of State may be relied upon as conclusive evidence 
that the registered or foreign limited liability partnership is 
in existence or is authorized to transact business in this State. 
4. 
Certificate of fact. 
In addition to the certificate 
authorized under subsection 2, the Secretary of State may issue a 
certificate attesting to any fact of record in the office of the 
Secretary of State that may be requested by the applicant under 
subsection 1. 
Sec. 68. 31 MRSA §859, as amended by PL 2003, c. 344, Pt. C, 
§44, is repealed. 
Sec. 69. 31 MRSA §§859·A to 859·E are enacted to read: 
§S59-A. 
Grounds for revocation 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, 
the Secretary of State may commence a proceeding under section 
859-B to revoke the status of a partnership as a foreign limited 
liability partnership authorized to do business in this State if~ 
1. 
Nonpayment of fees or penalties. 
The foreign limited 
liability partnershiI;' does not pay when they are due any fees or 
penalties imposed by this chapter or other law; 
2. 
Failure to file annual report. 
The 
foreign limited 
liability partnership does not deliver its annual report to the 
Secretary of State as required by section 873; 
3. 
Failure to pay late filing penalty. 
The foreign limited 
liabili ty partnershiI;' does not pay the annual report late filing 
penalty as required by section 874; 
4. 
Failure to maintain registered agent or 
registered 
office. 
The 
foreign 
limited liability partnership fails 
to 
appoint or maintain a registered agent or registered office in 
this State as required by section 854; 
5. 
Failure to notify of change of registered agent or 
registered office. 
The 
foreign limited liability partnership 
does not notify the Secretary of State that its registered agent 
or registered office has been changed or that its registered 
agent has resigned as required by section 854; 
6. 
Filing of false information. 
A partner or agent of the 
foreign limited liability partnership signed a document with the 
knowledge that the document was false in a material respect and 
with the intent that the document be delivered to the Secretary 
of State for filing; 
1. 
Amended 
application. 
The 
foreign 
limited liability 
partnership fails to file with the Secretary of State an amended 
application for authority required by section 855; or 
8. 
Authenticated 
certificate. 
The 
Secretary 
of 
State 
receives a duly authenticated certificate. from the secretary of 
state or other official having custody of 
limited liability 
partnership records in the state or country under whose law the 
foreign limited liability partnership is organized stating that 
the foreign limited liability partnership is no longer treated as 
a registered limited liability partnership in its jurisdiction of 
registration. 
§859-B. 
Procedure for and effect of revocation 
1. 
Notice of determination. 
If the Secretary of State 
determines that one or more grounds exist under section 859-A for 
the revocation of authority, the Secretary of State shall issue a 
written notice of that determination to 
the 
foreign 
limited 
liability partnership's last registered office in this State and 
to its last registered or principal office in its jurisdiction of 
organization. 
2. 
Revocation. 
The 
foreign 
partnership's 
status 
as 
a 
limited liability partnership is revoked if within 60 days after 
the notice under subsection 1 was issued the Secretary of State 
determines that the foreign limited liability partnership has 
failed to correct the ground or grounds for revocation. 
The 
Secretary of State shall send notice to the foreign partnership 
at the partnership's last registered office address in this State 
and to its last registered or principal office address in its 
jurisdiction of registration that recites the ground or grounds 
for revocation of the foreign partnership's status as a limited 
liability partnership and the effective date of revocation. 
3. 
Authority to transact business ceases. 
The authority of 
a foreign limited liability partnership to transact business in 
this State ceases on the date of revocation of its authority. 
4. 
Secretary of State appointed as agent for service of 
process. 
The 
Secretary of State's 
revocation 
of 
a 
foreign 
limited liability partnership's authority appoints the Secretary 
of State as the foreign limited liability partnership's agent for 
service of process in any proceeding based on a cause of action 
that 
arose 
during 
the 
time 
the 
foreign 
limited 
liability 
partnership was authorized to transact business in this State. 
Service 
of 
process 
on 
the 
Secretary 
of 
State 
under 
this 
subsection 
is 
service 
on 
the 
foreign 
limited 
liability 
partnership. 
Upon receipt of process, 
the Secretary of State 
shall mail a copy of the process to the foreign limited liability 
partnership at its principal office shown in its most recent 
annual report or in any subsequent communication received from 
the limited liability partnership stating the current mailing 
address of its principal office or, if no other address is on 
file, in its application for authority. 
5. 
Registered agent; 
not 
terminated. 
Revocation 
of 
a 
foreign limited liability partnership's authority to transact 
business in this State does not terminate the authority of the 
registered agent of the limited liability partnership. 
6. 
Authorization 
after 
revocation. 
A 
foreign 
limited 
liability partnership whose authority to transact business in 
this State has been revoked under this section and that wishes to 
transact business again in this State may be reinstated pursuant 
to section 859-D. 
§859-C. 
Appeal from revocation 
1. 
Petition to 
appeal 
revocation. 
A 
foreign 
limited 
liability 
partnership 
may 
appeal 
the 
Secretary 
of 
State's 
revocation of its authority to the Kennebec County Superior Court 
within 
days 
afte!r 
the notice of 
revocation. 
The 
foreign 
limited liability partnership may appeal by petitioning the court 
to set aside the revocation and attaching to the petition copies 
of its application for authority and the Secretary of State's 
notice of revocation. 
2. 
Court 
order. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate the authority or may take any 
other action the court considers appropriate. 
3. 
Agpeal of court's decision. 
The court's final decision 
may be appealed as in other civil proceedings. 
§859-D. 
Reinstatement following revocation 
1. 
Application 
for 
reinstatement. 
A partnership 
whose 
authority as 
a 
foreign limited liability partnership has been 
revoked under section 859-B may apply to the Secretary of State 
for reinstatement within 6 years after the effective date of 
revocation. The application must: 
A. 
State 
the 
name 
of 
the 
foreign 
limited 
liability 
partnership and the effective date of its revocation; 
B. 
State that the ground or grounds for revocation either 
did not exist or have been eliminated; and 
C. 
State that the foreign limited liability partnership's 
name satisfies the reguirements of section 806-A. 
2. 
Reinstatement after revocation. 
If the Secretary of 
State determines that the application for reinstatement contains 
the information required under subsection 1 and is accompanied by 
the reinstatement fee set forth in section 871. subsection 7-A, 
and that the information is correct, the Secretary of State shall 
cancel the revocation and prepare a notice of reinstatement that 
recites 
that 
determination 
and 
the 
effective 
date 
of 
reinstatement. The Secretary of State shall send notice to the 
foreign 
limited liability partnership at its last registered 
office in this State and to its last registered or principal 
office in its juriSdiction of organization. 
3. 
Effect of reinstatement. 
When 
the 
reinstatement 
~s 
effective under subsection 2, it relates back to and takes effect 
as of the effective date of the revocation, 
and the 
foreig~ 
limited 
liability 
partnership 
resumes 
business 
as 
if 
the 
revocation had not occurred. 
§859-E. 
Appeal from denial of reinstatement 
1. 
Denial of reinstatement. 
If the Secretary of State 
denies a foreign limited liability ~artnershi~'s a~~lication for 
reinstatement following revocation, the Secretary of State shall 
mail a written notice that 
ex~lains the reason or reasons for 
denial to the foreign limited liability ~artnership at its last 
registered office address. 
2. 
Appeal. 
A foreign limited liability partnership may 
appeal 
a 
denial of 
reinstatement 
under 
subsection 
to 
the 
Superior Court of the county where the foreign limited liability 
partnership's principal office is located or, if there is no 
principal office in this State, in Kennebec County within 30 days 
after the date of the notice of denial. 
The foreign limited 
liability partnership appeals by petitioning the court to set 
aside the revocation and attaching to the petition copies of the 
Secretary of State's notice of revocation, the foreign limited 
liability partnership's application for 
reinstatement and the 
Secretary of State's notice of denial. 
3. 
Court 
action. 
The 
court 
may 
summarily 
order 
the 
Secretary of State to reinstate 
a 
foreign limited liability 
partnership's authority to do business in this State or may take 
other action the court considers appropriate. 
4. 
Final decision. 
The court's final decision in an appeal 
under this section may be appealed as in other civil proceedings. 
Sec. 70. 31 MRSA §871, sub-§4, as amended by PL 2003, c. 344, 
Pt. C, §46, is further amended to read: 
4. 
Registered 
name. 
For 
filing 
an 
application 
for 
a 
registered name of a foreign limited liability partnership under 
section 806-A, a fee of $20 per month for the number of months or 
fraction of a month remaining in the calendar year when first 
filing; and for filing an application to renew the registration 
of a registered name, the fee is $±99 $200; 
Sec. 71. 31 MRSA §871, sub-§7, as amended by PL 1997, c. 376, 
§71, is repealed. 
Sec. 72. 31 MRS A §871, sub-§7-A is enacted to read: 
1-A. 
Reinstatement fee after revocation. 
For failure to 
file an annual report, a fee of $125, to a maximum fee of $500, 
regardless of the number of delinguent reports or the period of 
delinguencYi for failure to pay the annual report late filing 
penalty, 
a fee of $100; for failure to appoint or maintain a 
registered agent or registered office, a fee of $100; for failure 
to notify the Secretary of State that its registered agent or 
registered office has been changed, that its registered agent has 
resigned or that its registered office has been discontinued, a 
fee of $100; for failure to file an amended application, a fee of 
~100; and for filing false information. a fee of $100; 
Sec. 73. 31 MRSA §871, sub-§§9 and 11, as enacted by PL 1995, 
c. 633, Pt. B, §1, are amended to read: 
9. 
Certificate of correction. 
For filing a certificate of 
correction under section 824, a fee of $6Q ~; 
11. 
Certificate of correction for foreign limited liability 
partnerships. 
For 
filing 
a 
certificate of 
correction 
under 
section 856, a fee of $6Q ~; 
Sec. 74. 31 MRSA §871, sub-§15, as enacted by PL 1995, c. 633, 
Pt. B, §1, is repealed and the following enacted in its place: 
15. 
Issuing certificate. 
For issuing 
a 
certificate of 
existence. certificate of authority or certificate of fact as 
provided by section 817, a fee in the amount of $30; 
Sec. 75. 31 MRSA §871, sub-§§17 and 18, as enacted by PL 1995, 
c. 633, Pt. B, §l, are amended to read: 
17. 
All other filings. 
For 
receiving and filing of 
a 
certificate, affidavit, agreement or any other paper provided for 
by this chapter for which a fee is not specifically prescribed, a 
fee of $6Q ~; 
18. 
Annual report. 
For filing of an annual report under 
section 874 873, 
a 
fee of $60; 
for filing an amended annual 
report under section 873-A, a fee of $60; 
Sec. 76. 31 MRSA §871, sub-§22 is enacted to read: 
22. 
Late filing penalty. 
For failing to deliver an annual 
report by its due date, in addition to the annual report filing 
fee, a fee of $25. 
Sec. 77. 31 MRSA §873-A is enacted to read: 
§873-A. 
Amended annual report of registered or foreign limited 
liability partnership 
1. 
Amended annual report. 
If the information contained in 
an annual report filed under section 873 has changed, a limited 
liability partnership may, if it determines it to be necessary, 
deliver to the Secretary of State for filing an amended annual 
report to change the information on file. 
The amended annual 
report must be executed as provided by section 873, subsection 3, 
paragraph A. 
2. 
Contents. 
The amended annual report must set forth: 
A. 
The name of the registered or foreign limited liability 
partnership and the jurisdiction of its organization; 
B. 
The date on which the original annual report was filed; 
C. 
The information that has changed and the date on which 
it changed. 
3. 
Period for filing. 
An 
amended annual report may be 
filed by the limited liability partnership after the date of the 
original filing and until December 31st of that filing year. 
Sec. 78. 31 MRSA §874, as amended by PL 1999, c. 547, Pt. B, 
§56 and affected by §80, is further amended to read: 
§874. 
Failure to file annual report; incorrect report; penalties 
1. 
Failure to file annual report; penalty. 
A registered or 
foreign limited liability partnership that is required to deliver 
an annual report for filing, as provided by section 873, that 
fails to deliver its properly completed annual report to the 
Secretary of State shall pay, in addition to the regular annual 
report fee, 
tae-sHm-eE-$~9T-pFeyiaea-£aat the late filing penalty 
described in section 871, subsection 22, as long as the report is 
received by the Secretary of State prior to revocation of its 
status 
as 
a 
limited liability partnership. 
Upon 
a 
limited 
liability partnership's failure to file the annual report and to 
pay the annual report fee or the penalty, the Secretary of State, 
notwithstanding Title 4, 
chapter 
and Title 5, 
chapter 375, 
shall revoke the status of that partnership as a foreign limited 
liability 
partnership 
or 
a 
registered 
limited 
liability 
partnership. 
The Secretary of State shall use the proceduies set 
forth in section 
g99T--6~-e-£-t-i-€ffi--1--!Oelatiye 808-B to revoke the 
status of 
a 
registered limited liability partnership and the 
procedures set forth in section 859 B to 
!OeyekiJl.~ revoke the 
status 
of 
a 
partnership 
as 
a 
foreign 
limited 
liability 
partnership 
Ee!O--!OeyekiJl.~--tae--statHs--eE--a--pa!OtJl.e!Osaip--as--a 
!Oe~iste!Oee--±imitee--liaBi±i£y--paF£Jl.e~saip in 
this 
State. 
A 
foreign limited liability partnership whose 
limited liability 
partnership status has been revoked under tais-sHBseetien section 
859-B that wishes to do business again as a limited liability 
partnership in this State must follow the procedures set forth in 
section 8g8T-6~&6e€~~eR-~-~~~~~~~-B&~&&~~&&~~-Fe~isteFea 
liffiitea-lia&ility-pa~tRersRips 859-D to reinstate. 
A partnership 
whose status as a registered limited liability partnership has 
been revoked under 
:6Ris--&Ub6-e-a-t-Mn--ffiay--be--FeiRst;at;ea--by--filiR~ 
tRe-€~££eR~-~~~~~~-~~~-~~~-~it~~~~~rB&&&-aaa~al-filiR~ 
fee-aRa-&Y-f>a-y-i~~--t.ru~~-e-i-n&t.~-ement--f~-o.t--$-],.J...5--~F--e-aGa.-yeal'--tRe 
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section 808-B must follow the requirements set forth in section 
808-C to reinstate. 
2. 
Honconformi t:y. 
annual report delivered 
requirements of section 
correction. 
If the Secretary 
for filing does 
873, 
the report 
of State finds that an 
not conform with the 
must be returned for 
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stat;Qs-~-a-~-i~-t~-1~&~1~&y-p~£-tRe~~~-ip-~-&eeR-~~,-it; 
ffiQst--be--~£ea~ea--a-&-~-~&el'-al-~~~~~-wi&a.e~&-~~--liffiitea 
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4. 
Excusable neglect. 
If the annual report of a registered 
or foreig!! limited liability partnership is not delivered for 
filing within the time specified in section 873, 
the limited 
liabili ty partnership is excused from the liability provided in 
this section and 
from 
any other penalty for 
failure 
to file 
timely the report if it establishes to the satisfaction of the 
Secretary of State that failure 
to 
file 
was 
the 
result of 
excusable neglect and it furnishes the Secretary of State with a 
copy of the report wi thin 30 days after leaFRiR~ it learns that 
the Secretary of State failed to receive the original report. 
5. 
Inadvertent errors. 
The status of a partnership as a 
limited liability partnership and the liability of a partner of 
that limited liability partnership is not adversely affected if 
the name or address of a partner listed in an annual report is 
erroneously stated or omitted, as long as that annual report was 
filed in good faith. 
Emergency clause. 
In view of the emergency cited in the 
preamble, this Act takes effect July 1, 2004. 
SUMMARY 
This bill makes changes to the laws relating to nonprofit 
corporations, limited partnerships, limited liabili ty companies 
and 
limited liability partnerships 
that 
are 
consistent 
with 
recent changes made to the business corporation laws in the Maine 
Revised Statutes, Title 13-C. 
Additionally, certain fees in the 
limited entities laws are being increased to be the same as the 
fees in Title 13-C. 
The bill amends the nonprofit corporation laws in Title 13-8 
as follows. 
It: 
1. 
Makes the necessary changes to the process of issuing a 
certificate of existence, certificate of authority or certificate 
of fact; 
2. 
Repeals 
language 
relating 
to 
the 
suspension 
of 
domestic 
nonprofit 
corporation 
and 
enacts 
language 
for 
administrative 
dissolution 
and 
reinstatement 
process 
for 
domestic nonprofit corporation; 
a 
the 
a 
3. 
Adds 
language 
corporations 
that 
were 
reinstate up to June 30, 
to establish 
a 
suspended prior 
2010; 
process 
for 
to 
July 
L 
nonprofit 
2004 
to 
4. 
Makes necessary changes to conform to the new revocation 
of authority process for a foreign nonprofit corporation; 
5. 
Adds language to provide for an amended annual report 
filing in the event that the officers or 
directors of 
the 
corporation change and the corporation determines that it is 
necessary to update the information on file prior to the filing 
of the next required annual report; 
6. 
failure 
Makes the 
to file an 
necessary changes 
annual report and 
to the language for 
moves the fee to the 
the 
fee 
section; 
7. 
Establishes 
a flat fee of 
$10 
existence, 
certificate 
of 
authority 
or 
instead of the tiered fee under current law; 
for 
a certificate of 
certificate 
of 
fact 
8. 
at $20; 
Establishes the fee for an amended annual report filing 
9. 
Repeals the fee for a written response to a request for 
information on file. 
The new certificate of fact established in 
this bill replaces this process; and 
10. 
Establishes the reinstatement 
dissolution 
and 
pulls 
together 
all 
throughout Title 13-8 into one section. 
fees after administrative 
reinstatement 
fees 
cited 
The 
bill 
amends 
the 
Maine 
Business 
provide consistency with other entity laws. 
Corporation 
It: 
Act 
to 
1. 
Decreases 
principal office of 
$35; 
the 
fee 
for 
changing the 
address 
a foreign business corporation from 
2. 
Sets 
a 
fee 
of 
$100 
for 
the 
preclearance 
document. 
The service and fee were specified under 
of 
the 
$70 to 
of 
any 
the old 
business corporation act, 
Title 13-A, 
but were 
inadvertently 
omitted from the new Title 13-C; 
3. 
Clarifies the language requiring that a certificate of 
existence or certificate of authority set forth the name of the 
corporation; 
4. 
Clarifies 
the 
time 
frames 
and 
language 
for 
administrative dissolution of domestic corporations; 
5. 
Clarifies the time frames and language for revocation of 
authority of foreign corporations; and 
6. 
Clarifies 
the 
process 
by 
which 
dissolved corporation may reinstate after 
annual report. 
an 
administratively 
failure to file an 
The 
bill 
makes 
conforming 
amendments 
partnership laws in Title 31, chapter 11. 
It: 
to 
the 
limited 
1. 
Repeals 
language 
relating 
to 
the 
suspension 
of 
a 
domestic 
limited 
partnership 
and 
enacts 
language 
for 
the 
administrative 
dissolution 
and 
reinstatement 
process 
for 
a 
domestic limited partnership; 
2. 
Adds 
language 
to 
establish 
a 
process 
for 
domestic 
limited partnerships that were suspended prior to July 1, 2004 to 
reinstate up to June 30, 2010; 
3. 
Repeals language relating to the adoption of rules for 
the former name availability standard of "deceptively similar"; 
4. 
Makes necessary 
certificate of existence, 
of fact; 
changes to the process of issuing a 
certificate of authority or certificate 
5. 
Repeals language relating to the revocation of authority 
for a foreign limited partnership and enacts a new revocation of 
authority process for a foreign limited partnership; 
6. 
Increases the fee for filing an application to renew the 
registration of a 
fOrE~ign limited partnership name from $155 to 
$200; 
7. 
Repeals 
the 
fee 
structure 
for 
reinstatement 
of 
a 
domestic limited partnership and pulls together all reinstatement 
fees cited throughout Title 31, chapter 11 into one section; 
8. 
Increases the fee for filing a certificate of correction 
for domestic limited partnerships from $20 to $35 and for foreign 
limited partnerships from $30 to $35; 
9. 
Establishes the flat fee of $30 
existence, 
certificate 
of 
authority 
or 
instead of the tiered fee under current law; 
for a certificate of 
certificate 
of 
fact 
10. 
Increases the fee for filing any document that does not 
have a specified fee from $20 to $35; 
11. 
Establishes the fee for filing an amended annual report 
at $60; 
12. 
Repeals the fee for a written response to a request for 
information on file. 
The new certificate of fact established in 
this bill replaces this process; 
13. 
Makes necessary changes to the language for failure to 
file an annual report and moves the fee to the fee section; and 
14. 
Adds language to provide for an amended annual report 
filing in the event that a limited partnership determines that it 
is necessary to update the information on file prior to the 
filing of the next required annual report. 
The bill amends the limited liability company laws ln Title 
31, chapter 13. 
It: 
1. 
Repeals 
language 
relating 
to 
the 
domestic limited liability company and enacts 
administrative 
dissolution 
and 
reinstatement 
domestic limited liability company; 
suspension 
of 
language for 
process 
for 
a 
the 
a 
2. 
Adds 
language 
to 
establish 
a 
process 
for 
domestic 
limited liability companies that were suspended prior to July 1, 
2004 to reinstate up to June 30, 2010; 
3. 
Repeals language relating to the adoption of rules for 
the former name availability standard of "deceptively similar"; 
4. 
Makes the necessary changes to the process of issuing a 
certificate of existence, certificate of authority or certificate 
of fact; 
5. 
Repeals language relating to the revocation of authority 
for 
a 
foreign 
limited liability 
company 
and 
enacts 
a 
new 
revocation of authority process for a foreign limited liability 
company; 
6. 
Increases the fee for filing an application to renew the 
registration of a foreign limited liability company name 
from 
$155 to $200; 
7. 
Repeals 
domestic 
limited 
reinstatement fees 
section; 
the 
fee 
structure 
for 
reinstatement 
of 
a 
liability 
company 
and 
pulls 
together 
all 
cited throughout Title 31. chapter 13 into one 
8. 
Increases the fee for filing a certificate of correction 
for limited liability companies from $20 to $35; 
9. 
Establishes the flat fee of $30 
existence. 
certificate 
of 
authority 
or 
instead of the tiered fee under current law; 
for a certificate of 
certificate 
of 
fact 
10. 
Increases the fee for filing any document that does not 
have a specified fee from $20 to $35; 
11. 
Establishes the fee for an amended annual report at $60; 
12. 
Repeals the fee for a written response to a request for 
information on file. 
The new certificate of fact established in 
this bill replaces this process; 
13. 
Makes necessary changes to the language for failure to 
file an annual report and moves the fee to the fee section; and 
14. 
Adds language to provide for an amended annual report 
filing in the event that the managers or members of a limited 
liability company determine that it is necessary to update the 
information on file prior to the filing of the next required 
annual report. 
The 
bill 
makes 
conforming 
amendments 
to 
liability partnership laws in Title 31. chapter 15. 
the 
It: 
limited 
1. 
Repeals 
language 
relating 
to 
the 
revocation 
of 
a 
partnership's status as a domestic limited liability partnership 
and enacts language for the revocation and reinstatement process 
for a registered limited liability partnership; 
2. 
Adds 
whose status 
revoked prior 
language to establish a process for a partnership 
as a registered limited liability partnership was 
to July 1. 2004 to reinstate up to June 30. 2010; 
3. 
Repeals language relating fo the adoption of rules for 
the former name availability standard of "deceptively similar"; 
4. 
Makes the necessary changes to the process of issuing a 
certificate of existence, certificate of authority or certificate 
of fact; 
5. 
Repeals language relating to the revocation of authority 
for 
a 
foreign limited liability partnership and enacts 
a 
new 
revocation of authority and reinstatement process for a foreign 
limited liability partnership; 
6. 
Increases the fee for filing an application to renew the 
registration of a foreign limited liability partnership name from 
$155 to $200; 
7. 
Repeals the fee structure for reinstatement after the 
revocation of a partnership I s status as a registered or foreign 
limited 
liability 
partnership 
and 
pulls 
together 
all 
reinstatement fees cited throughout Title 31, chapter 15 into one 
section; 
for 
$20 
8. 
Increases the fee for filing 
a registered or foreign limited 
to $35; 
a certificate of correction 
liabili ty partnership from 
9. 
Establishes a 
flat fee of 
$30 
existence, 
certificate 
of 
authority 
or 
instead of the tiered fee under current law; 
for 
a 
certificate of 
certificate 
of 
fact 
10. 
Increases the fee for filing any document that does not 
have a specified fee from $20 to $35; 
11. 
Establishes the fee for filing an amended annual report 
at $60; 
12. 
Makes necessary changes to the language for failure to 
file an annual report and moves the fee to the fee section; and 
13. 
Adds language to provide for an amended annual report 
filing in the event that the partners of a registered or foreign 
limi ted liability partnership determine that it is necessary to 
update the information on file prior to the filing of the next 
required annual report.