An Act To Assist Distressed Businesses Organized as Limited Liability Companies
Maine Legislature, Session 123, LD 1940
Committee Amendment CA_A_H685 (House)
Amends: 31 MRSA §751, 31 MRSA §757

COMMITTEE AMENDMENT "A" to H.P. 1374, L.D. 1940, Bill, "An Act To 
Assist Distressed Businesses Organized as Limited Liability Companies" 
Amend the bill by striking out everything after the enacting clause and before the 
emergency clause and inserting the following: 
'Sec. 1. 31 MRSA §751, sub-§26, as amended by PL 2007, c. 231, §31, is further 
amended 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 $50; afIti 
Sec. 2. 31 MRSA §751, sub-§27, as enacted by PL 2007, c. 231, §32, is amended 
to read: 
27. Certificate of revival after dissolution. Certificate of revival after dissolution 
for a domestic limited liability company, as provided in section 608-F, $150~~ 
Sec. 3. 31 MRSA §751, sub-§28 is enacted to read: 
28. Application for excuse. For filing an application for excuse under section 757, 
subsection 4, a fee of $40; and 
Sec. 4. 31 MRS A §751, sub-§29 is enacted to read: 
29. Certificate of resumption. For filing a certificate of resumption under section 
757, subsection 5, a fee of $1 00. 
Sec. 5. 31 MRSA §757, sub-§4 is enacted to read: 
4. Certificate of excuse. The Secretary of State, upon application by a domestic 
limited liability company and satisfactory proof that it has ceased to transact business and 
that it is not indebted to this State for failure to file an annual report and to pay any fees 
or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate 
to the limited liability company, after which the limited liability company is excused from 
filing annual reports with the Secretary of State, as long as the limited liability company 
COMMITTEE AMENDMENT 
\\.e\S. 
COMMITTEE AMENDMENT·A" to H.P. 1374, L.D. ]940 
in fact transacts no business. The name of a limited liability company remains in the 
Secretary of State's records of entity names and is protected for a period of 5 years 
following excuse. 
Sec. 6. 31 MRSA §757, sub-§5 is enacted to read: 
5. Resume transaction of business. The managers or, if no managers, members of 
a domestic limited liability company that has been excused from filing annual reports 
pursuant to subsection 4 may vote to resume transacting business at a meeting duly called 
and held for that purpose. A certificate executed and filed as provided in section 627 
setting forth that a meeting was held, the date and location of the meeting and that a 
majority of the managers or, if no managers, members voted to resume transacting 
business authorizes that domestic limited liability company to transact business. After 
that certificate is filed, the domestic limited liability company is required to file annual 
reports beginning with the next reporting deadline following resumption.' 
SUMMARY 
This amendment limits the ability of limited liability companies to temporarily 
withdraw from transacting business and avoid filing with the State during the dormant 
period to those limited liability companies organized in Maine; the benefit is not available 
to foreign limited liability companies. This is consistent with similar provisions in the 
business corporation laws. 
This amendment requires a domestic limited liability company to go through 
appropriate procedures and file a certificate of resumption with the Secretary of State 
before it may resume business activities. This is consistent with the business corporation 
laws. 
This amendment requires a domestic limited liability company to pay the same fees 
for filing certificates of excuse and resumption of business certificates as are imposed on 
business corporations. 
FISCAL NOTE REQUIRED 
(See attached) 
COMMITTEE AMENDMENT 
Approved: 01/28/08 ;!;Pac 
LD 1940 
LR 3136(02) 
An Act To Assist Distressed Businesses Organized as Limited Liability Companies 
Fiscal Detail and Notes 
Fiscal Note for Bill as Amended by Committee Amendment "A " 
Committee: Judiciary 
Fiscal Note Required: Yes 
Fiscal Note 
Minor cost increase - General Fund 
Minor revenue increase - General Fund 
The bill as amended would require a modification to the Secretary of State's corporate database to accommodate this 
type of filing. Additional costs associated with this modification can be absorbed within the Secretary of State's 
existing budgeted resources. The bill also adds filing fees which are expected to result in minor increases in revenue. 
LR3136(02) - Fiscal Note - Page I of I