An Act To Amend the 'Laws Relating to Corporations, Limited Partnerships, Limited Liability Companies and Limited Liability Partnerships
Maine Legislature, Session 122, LD 1874
Committee: Judiciary
Sponsors: PELLETIER-SIMPSON, RICHARDSON
Amends: 8 MRSA §1401, 31 MRSA §526, 31 MRSA §714, 31 MRSA §751, 31 MRSA §854, 31 MRSA §871

Legislative Document 
No. 1874 
H.P.1314 
House of Representatives, January 3,2006 
An Act To Amend the 'Laws Relating to Corporations, Limited 
Partnerships, Limited Liability Companies and Limited Liability 
Partnerships 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Received by the Clerk of the House on December 28,2005. Referred to the Committee on 
Judiciary pursuant to Joint Rule 308.2 and ordered printed pursuant to Joint Rule 401. 
IY/~ 
/h.71!dC~ 
MILLICENT M. MacFARLAND 
Clerk 
Presented by Representative PELLETIER-SIMPSON of Auburn. 
Cosponsored by Representative: Speaker RICHARDSON of Brunswick. 
Printed on recycled paper 
8e it enacted by the People of the State of Maine as follows: 
Sec. 1. 13-8 MRSA §1401. sub-§8, as amended by PL 1999, c. 
594, §16, is further amended to read: 
8. 
Statement of change in registered office. Statement of 
change 
in 
registered 
office, 
as 
provided 
by 
section 
305, 
subsection 
3, 
$9 
~ for 
each 
corporation listed; 
or 
when 
separate statements are filed at one 
time, 
$9 ~ for each 
separate statement up to but not exceeding 100 statements, $6 ilQ 
for 
each separate 
statement 
over 
but not 
exceeding 
statements, 
and 
$1 
~ for 
each separate statement over 
statements; 
Sec. 2. 13-8 MRSA §1401, sub-§14, as amended by PL 1997, c. 
376, §31, is further amended to read: 
14. 
Articles of merger or consolidation. Articles of merger 
or consolidation, as provided by section 904, $lQ 1Z2; and if the 
merger 
or 
consolidation 
changes 
the 
survivor's 
purposes, 
a 
further additional amount of $9 ~; 
Sec. 3. 13-8 MRSA §1401, sub-§31-A, as enacted by PL 2003, c. 
631, §9, is amended to read: 
3l-A. 
Amended annual report. 
An amended annual report of a 
domestic or foreign corporation as provided by section l30l-C, 
$lQ .u...s.; 
Sec. 4. 31 MRS A §494, sub-§6, as amended by PL 1993, c. 316, 
§60, is further amended to read: 
6. 
Resignation 
of 
agent: 
appointment 
by 
limited 
partnership: service of process. 
After receipt of the notice of 
the 
resignation of its registered agent 
under 
subsection 
3, 
paragraph B, 
a limited partnership shall file a certificate of 
amendment designating a 
new registered agent. 
If the limited 
partnership fails to appoint a new registered agent within ~Q ~Q 
days after the filing of the certificate of resignation, 
the 
authority 
of 
that 
foreign 
limited 
partnership 
to 
carryon 
business 
in this State is 
canceled 
and 
the 
foreign 
limited 
partnership may not carryon business in this State. 
Sec. 5. 31 MRSA §526, sub-§15-8, as amended by PL 2005, c. 12, 
Pt. FF, §7, is further amended to read: 
IS-B. 
Amended annual report. 
For filing an amended annual 
report under section 529-A, for a domestic limited partnership, a 
fee of $85; for a foreign limited partnership, a fee of $150: 
J 
Sec. 6. 31 MRSA §714, sub-§6, as enacted by PL 1993, c. 718, 
Pt. A, §l, is amended to read: 
6. 
Resignation of agent; appointment by limited liability 
company; service of process. 
After receipt of the notice of the 
resignation of its registered agent under subsection 3, paragraph 
B, 
the limited liability company shall file 
a certificate of 
amendment designating a 
new registered agent. 
If the limited 
liability company fails to appoint a new registered agent within 
~g QQ days after the filing of the certificate of resignation, 
the authority of that foreign limited liability company to carry 
on business in this State is canceled and the foreign limited 
liability company may not carryon business in this State. 
Sec. 7. 31 MRSA §751. sub-§20-B, as amended by PL 2005, c. 12, 
Pt. FF, §10, is further amended to read: 
20-B. 
Amended annual report. 
For filing an amended annual 
report under section 757-A, 
for 
a 
domestic limited liability 
~~mpa~ a fee of $85: for a foreign limited liability company, a 
fee of $150: 
Sec. 8. 31 MRSA §854. sub-§6. as enac ted by PL 1995, c. 633, 
Pt. B, §l, is amended to read: 
6. 
Resignation of agent; appointment by foreign limited 
liability partnership; service of process. 
After receipt of the 
notice 
of 
the 
resignation 
of 
its 
registered 
agent 
under 
subsection 
3, 
paragraph 
B, 
the 
foreign 
limited 
liability 
partnership shall file a certificate of amendment designating a 
new 
registered 
agent. 
If 
the 
foreign 
limited 
liability 
]2 
partnership fails to appoint a new registered agent within 
~g 60 
days after the filing of the certificate of resignation, 
the 
authority of that foreign limited liability partnership to carry 
on business in this State is canceled and the foreign limited 
liability partnership may not carryon business in this State. 
Sec. 9. 31 MRSA §871. sub-§18-B, as amended by PL 2005, c. 12, 
Pt. FF, §13, is further amended to read: 
18-B. 
Amended annual report. 
For filing an amended annual 
r epo r t 
unde r 
sec t i on 
3 -A , 
",f-"o",r_-"a,---",d",o<.!Jm"""e<..!s;Ltx.~"'-· x.c_"'l-"'i ..... 
m!..!i'-"t'-'e<-'d"-------'l"-'~~· a""b",-""-i-",l-",i-,,t~y 
partnership, 
a 
fee 
of 
$85; 
~f~o~r~~a~~f~o~r~e~i~g~n~~l~i~m~~~·t~e~d~~l~i~a~b~i~l~~~'~t~y 
partnership, a fee of $150: 
SUMMARY 
This bill makes changes to filing fees to be consistent with 
changes that were 
made 
as part of Public 
Law 
2003, 
chapter 
and Public Law 
2005, chapter 12. 
Additionally, this bill 
makes corrections to the time period an entity has to replace its 
registered agent upon resignation from 
to 
days. 
These 
changes were missed when changing other 30-day periods to 60 days 
in 2003 and 2004.