An Act To Enact the Model Registered Agents Act and Amend Entity Acts To Rationalize Annual Filings
Maine Legislature, Session 123, LD 1853
Committee: Judiciary
Sponsors: DILL, HOBBINS, BARSTOW, BLANCHARD, BRAUTIGAM, MARLEY, MILLS, COURTNEY
Amends: 13-B MRSA §104, 13-B MRSA §306, 13-B MRSA §306-A, 13-B MRSA §1112, 13-B MRSA §1113, 13-B MRSA §1114, 13-B MRSA §1207, 13-B MRSA §1209, 13-B MRSA §1210-A, 13-B MRSA §1210-B, 13-B MRSA §1212, 13-B MRSA §1301, 13-B MRSA §1401, 13-C MRSA §123, 13-C MRSA §202, 13-C MRSA §703, 13-C MRSA §721, 13-C MRSA §809, 13-C MRSA §1107, 13-C MRSA §140, 13-C MRSA §1409, 13-C MRSA §1420, 13-C MRSA §1422, 13-C MRSA §1431, 13-C MRSA §1510-A, 13-C MRSA §1531-A, 13-C MRSA §1532, 13-C MRSA §1604, 13-C MRSA §1605, 13-C MRSA §1621, 31 MRSA §607, 31 MRSA §608-B, 31 MRSA §60, 31 MRSA §609, 31 MRSA §609-A, 31 MRSA §622, 31 MRSA §623, 31 MRSA §627, 31 MRSA §707, 31 MRSA §712, 31 MRSA §714, 31 MRSA §719-A, 31 MRSA §719-B, 31 MRSA §722-A, 31 MRSA §724, 31 MRSA §751, 31 MRSA §757, 31 MRSA §822, 31 MRSA §823, 31 MRSA §826, 31 MRSA §8, 31 MRSA §854, 31 MRSA §859-B, 31 MRSA §861-A, 31 MRSA §862, 31 MRSA §863, 31 MRSA §871, 31 MRSA §873, 31 MRSA §1302, 31 MRSA §1311, 31 MRSA §1314, 31 MRSA §131, 31 MRSA §1317, 31 MRSA §1317-A, 31 MRSA §1321, 31 MRSA §1322, 31 MRSA §1326, 31 MRSA §1344, 31 MRSA §13, 31 MRSA §1397, 31 MRSA §1399, 31 MRSA §1400, 31 MRSA §1401, 31 MRSA §1412, 31 MRSA §1416, 31 MRSA §1434, 31 MRSA §1435, 31 MRSA §1439, 31 MRSA §1460, 13 MRSA §763, 35-A MRSA §3140

Legislative Document 
No. 1853 
H.P.1292 
House of Representatives, April 11,2007 
An Act To Enact the Model Registered Agents Act and Amend 
Entity Acts To Rationalize Annual Filings 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Reference to the Committee on Judiciary suggested and ordered printed. 
Presented by Representative DILL of Cape Elizabeth. 
Cosponsored by Senator HOBBINS of York and 
1l/~/J7.~ 
MILLICENT M. MacFARLAND 
Clerk 
Representatives: BARSTOW of Gorham, BLANCHARD of Old Town, BRAUTIGAM of 
Falmouth, MARLEY of Portland, MILLS of Farmington, Senators: COURTNEY of York; 
MARTIN of Aroostook. 
Be it enacted by the People of the State of Maine as follows: 
PART A 
Sec. A-I. 5 MRS A c. 6-A is enacted to read: 
CHAPTER 6-A 
MODEL REGISTERED AGENTS ACT 
§101. Short title 
This chapter is known and may be cited as "the Model Registered Agents Act. " 
§102. Definitions 
As used in this chapter, unless the context otherwise indicates, the following tenns 
have the following meanings. 
1. Appointment of agent. "Appointment of agent" means a statement appointing an 
agent for service of process filed by a domestic entity that is not a filing entity or a 
nongualified foreign entity under section 112. 
2. Clerk. "Clerk" means the person described in Title 13-C, chapter 5-A. 
3. Clerk filing. "Clerk filing" means the public organic document of a domestic 
filing entity fonned under Title 13-C. 
4. Commercial derk. '"'Commercial clerk"" means a clerk who is listed under section 
106. 
5. 
Comatercial registered agent. 
"Commercial registered agent" means an 
indiMduaJ or a domestic or foreign entity listed under section 106. 
6. .Domestic entity. "Domestic entity" means an entity whose internal affairs are 
governed by I!he: laws of this State. 
7. Entity. "Entity" means a person that has a separate legal existence or has the 
power to acquire an interest in real property in its own name other than: 
A. An individuak 
B. A testamentary, inter vivos or charitable trust. with the exception of a business 
trust, statutory trust or similar trust; 
C. An association or relationship that is not a partnership by reason of Title 31, 
section 1022, subsection 3 or a similar provision of the law of any other jurisdiction; 
D. A decedent's estate; or 
E. 
A public corporation, government or governmental subdivision, agency or 
instrumentality or quasi-governmental instrumentality. 
8. Filing entity. "Filing entity" means an entity that is created by the filing of a 
public organic document. 
9. Foreign entity. "Foreign entity" means .an ent,ity other than a domestic entity. 
10. Foreign qualification document. "Foreign qualification document" means an 
application for a certificate of authority or other foreign qualification filing with the 
Secretary of State by a foreign entity. 
L Governance interest .. "Governance interese' means the right under the organic 
law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to: 
A. Receive or demand access to information concerning, or the books and records of, 
the entity; 
B. Vote for the election of the governors of the entity; or 
C. Receive notice of or vote on any or all issues involving the internal affairs of the 
entity. 
12. Governor. "Governor" means a person by or under whose authority the powers 
of an entity are exercised and under whose direction the business and affairs of the entity 
are managed pursuant to the organic law and organic rules of the entity. 
13. Interest. "Interest" means: 
A. A governance interest in an unincorporated entity; 
B. A transferable interest in an unincorporated entity; or 
C. A share or membership in a corporation. 
14. Interest holder. "Interest holder" means a direct holder of an interest. 
15. Jurisdiction of organization. "Jurisdiction of organization," with respect to an 
entity, means the jurisdiction whose law includes the organic law of the entity. 
16. Noncommercial clerk. "Noncommercial clerk" means a clerk that is not listed 
as a commercial clerk under section 106 and that is: 
A. An individual or a domestic or foreign entity that serves in this State as the agent 
for service of process of an entity; or 
B. 
The individual who holds the office or other position in an entity that is 
designated as the agent for service of process pursuant to section 105, subsection 1. 
paragraph B, subparagraph (2). 
17. Noncommercial registered agent. "Noncommercial registered agent" means a 
person that is not listed as a commercial registered agent under section 106 and that is: 
A. An individual or a domestic or foreign entity that serves in this State as the agent 
for service of process of an entity; or 
B. 
The individual who holds the office or other posItion in an entity that is 
designated as the agent for service of process pursuant to section 105, subsection 1, 
paragraph B. subparagraph (2). 
18. Nonqualified foreign entity. "Nonqualified foreign entity" means a foreign 
entity that is not authorized to transact business in this State pursuant to a filing with the 
8, 
Secretary of State. 
19. Nonresident LLP statement. "Nonresident LLP statement" means: 
A. A statement of qualification of a domestic limited liability partnership that does 
not have an office in this State; or 
B. A statement of foreign qualification of a foreign limited liability partnership that 
does not have an office in this State. 
20. Organic law. "Organic law" means the statutes, if any, other than this chapter, 
governing the internal affairs of an entity. 
21. Organic rules. "Organic rules" means the public organic document and private 
organic rules of an entity. 
22. Person. "Person" means an individual, corporation, estate, trust, partnership, 
limited liability company, business or similar trust, association, joint venture, public 
corporation, government or governmental subdivision, agency or instrumentality or any 
other legal or commercial entity. 
23. Private organic rules. "Private organic rules" means the rules, whether or not in 
a record, that govern the internal affairs of an entity, are binding on all of its interest 
holders and are not part of its public organic document, if any. 
24. Public organic document. "Public organic document" means the public record, 
the filing of which creates an entity, and any amendment to or restatement of that record. 
25. Qualified foreign entity. "Qualified foreign entity" means a foreign entity that 
is authorized to transact business in this State pursuant to a filing with the Secretary of 
State. 
26. Record. "Record" means information that is inscribed on a tangible medium or 
that is stored in an electronic or other medium and is retrievable in perceivable form. 
27. Registered agent. "Registered agent" means a commercial registered agent or a 
noncommercial registered agent. 
28. Registered agent filing. "Registered agent filing" means: 
A. The public organic document of a domestic filing entity other than a domestic 
filing entity formed under Title 13-C; 
B. A nonresident LLP statement; 
C. A foreign qualification document; or 
D. An appointment of agent. 
29. Represented entity. "Represented entity" means: 
A. A domestic filing entity; 
B. ;A domestic or qualified foreign limited liability partnership that does not have an 
office in this State; 
C. A qualified foreign entity; 
D. 
A domestic or foreign unincorporated nonprofit association for which an 
appointment of agent has been filed; 
E. A domestic entity that is not a filing entity for which an appointment of agent has 
been filed; or 
F. A nonqualified foreign entity for which an appointment of agent has been filed. 
30. Sign. "Sign" means, with present intent to authenticate or adopt a record: 
A. To execute or adopt a tangible symbol; or 
B. To attach to or logically associate with the record an electronic sound, symbol or 
process. 
31. Transferable interest. "Transferable interest" means the right under an entity's 
organic law to receive distributions from the entity. 
32. Type. "Type," with respect to an entity, means a generic form of entity: 
A. Recognized at common law; or 
B. Organized under an organic law, whether or not some entities organized under 
that organic law are subject to provisions of that law that create different categories 
of the form of entity. 
§103. Fees 
1. Filing fees. The Secretary of State shall collect the following fees when a filing is 
made under this chapter: 
A. Commercial clerk or commercial registered agent listing statement as required by 
section 106, $150; 
B. 
Commercial clerk or commercial registered agent termination as required by 
section 107, $150; 
C. Statement of appointment or change of clerk or registered agent by entity as 
required by section 105, subsection 1 or section 108, $35; except a statement filed for 
nonprofit corporations formed under Title 13-s' $15; 
D. 
Statement of change of name or address by noncommercial clerk or 
noncommercial registered agent as required by section 109, $35; except a statement 
filed for nonprofit corporations formed under Title 13-B, $15; 
E. Statement of change of name, address or type of organization by commercial clerk 
or commercial registered agent as required by section 110, $50; 
F. Statement of resignation by commercial clerk or commercial registered agent as 
required by section 111, no fee; 
G. Statement of resignation by noncommercial clerk or noncommercial registered 
agent as required by section 111, $35; except a statement filed for nonprofit 
corporations formed under Title 13-B, $15; and 
H. Statement of appointment of agent for service of process for nonfiling domestic 
entity or nonqualified foreign entity, $100. 
2. Copying and certification fees. The Secretary of State shall collect the following 
fees for copying and certifying a copy of any document filed under this chapter: 
A. For copying, $2 a page; and 
B. For certifying the copy, $5 for a certificate. 
§104. Addresses in filings 
Whenever a provision of this chapter other than section 111, subsection 1, paragraph 
D requires that a filing state an address, the filing must state: 
1. Street or rural route. An actual street address or rural route box number in this 
State; and 
2. Mailing address. A mailing address in this State, if different from the address 
under subsection 1. 
§105. Appointment of clerk or registered agent 
1. Contents of filing. A clerk or registered agent filing must state: 
A. The name of the represented entity's commercial clerk or commercial registered 
agent; or 
B. If the entity does not have a commercial clerk or commercial registered agent: 
(1) The name and address of the entity's noncommercial clerk or noncommercial 
registered agent; or 
(2) The title of an office or other position with the entity if service of process is 
to be sent to the person holding that office or position, and the address of the 
business office of that person. 
2. Consent to serve as agent. The appointment of a clerk or a registered agent 
pursuant to subsection 1, paragraph A or subsection 1, paragraph B, subparagraph (1) is 
an affmnation by the represented entity that the agent has consented to serve as such. 
3. Daily list of filings. The Secretary of State shall make available in a record as 
soon as practicable a daily list of filings that contain the name of a clerk or a registered 
agent. The list must: 
A. Be available for at least 14 calendar days; 
B. List in alphabetical order the names ofthe clerks or registered agents; and 
C. State the type of filing and name of the represented entity making the filing. 
§106. Listing of commercial clerk or commercial registered agent 
1. Contents of statement. An individual or a domestic or foreign entity may 
become listed as a commercial clerk or commercial registered agent by filing with the 
Secretary of State a commercial clerk or commercial registered agent listing statement 
signed by or on behalf of the person that states: 
A. The name of the individual or the name, type and jurisdiction of organization of 
the entity; 
B. That the person is in the business of serving as a commercial clerk or commercial 
registered agent in this State; and 
C. The address of a place of business of the person in this State to which service of 
process and other notice and documents being served on or sent to entities 
represented by it may be delivered. 
2. Additional information. A commercial clerk or commercial registered agent 
listing statement may include the information regarding acceptance of service of process 
in a record by the commercial clerk or commercial registered agent provided for in 
section 113, subsection 4. 
3. Distinguishable name. If the name of a person filing a commercial clerk or 
commercial registered agent listing statement is not distinguishable on the records of the 
Secretary of State from the name of another commercial clerk or commercial registered 
agent listed under this section, the person must adopt a fictitious name that is 
distinguishable and use that name in its statement and when it does business in this State 
as a commercial clerk or commercial registered agent. 
4. Effective on filing. A commercial clerk or commercial registered agent listing 
statement takes effect on filing. 
5. Filing noted in index; effect. The Secretary of State shall note the filing of the 
commercial clerk or commercial registered agent listing statement in the index of filings 
maintained by the Secretary of State for each entity represented by the clerk or registered 
agent at the time of the filing. The statement has the effect of deleting the address of the 
clerk or the registered agent from the clerk or registered agent filing of each of those 
entities. 
§107. Termination of listing of commercial clerk or commercial registered agent 
1. Contents of statement. A commercial clerk or commercial registered agent may 
terminate its listing as a commercial clerk or commercial registered agent by filing with 
the Secretary of State a commercial clerk or commercial registered agent termination 
statement signed by or on behalf of the agent that states: 
A. The name of the agent as currently listed under section 106; and 
B. That the agent is no longer in the business of serving as a commercial clerk or 
commercial registered agent in this State. 
2. Effective date. A commercial clerk or commercial registered agent termination 
statement takes effect on the 31 st day after the day on which it is filed. 
3. Notice. The commercial clerk or commercial registered agent shall promptly 
furnish each entity represented by it with notice in a record of the filing of the 
commercial clerk or commercial registered agent termination statement. 
4. Effect of termination. When a commercial clerk or commercial registered agent 
termination statement takes effect, the clerk or registered agent ceases to be an agent for 
service of process on each entity formerly represented by it. Until an entity formerly 
represented by a terminated commercial clerk or commercial registered agent appoints a 
new clerk or registered agent, service of process may be made on the entity as provided in 
section 113. Termination of the listing of a commercial clerk or commercial registered 
agent under this section does not affect any contractual rights a represented entity may 
have against the agent or that the agent may have against the entity. 
§108. Change of clerk or registered agent by entity 
1. 
Change of information. 
A represented entity may change the information 
currently on file under section 105, subsection 1 by filing with the Secretary of State a 
statement of change signed on behalf of the entity that states: 
A. The name of the entity; and 
B. The information that is to be in effect as a result of the filing of the statement of 
change. 
2. Approval not needed. The interest holders or governors of a domestic entity 
need not approve the filing of: 
A. A statement of change under this section; or 
B. A similar filing changing the clerk or registered agent or registered office of the 
entity in any other jurisdiction. 
3. Consent. The appointment of a clerk or a registered agent pursuant to section 
105, subsection 1 is an affirmation by the represented entity that the clerk or agent has 
consented to serve as such. 
4. Effective on filing. A statement of change filed under this section takes effect on 
filing. 
5. Amended filing. As an alternative to using the procedures in this section, a 
represented entity may change the information currently on file under section 105, 
subsection 1 by amending its most recent clerk or registered agent filing in the manner 
provided by the laws of this State other than this chapter for amending that filing. 
§109. 
Change of name or address by noncommercial clerk or noncommercial 
registered agent 
,'7 
-, 
1. Contents of statement. If a noncommercial clerk or noncommercial registered 
agent changes its name or its address as currently in effect with respect to a represented 
entity pursuant to section 105, subsection 1, the agent shall file with the Secretary of 
State, with respect to each entity represerted by the agent, a statement of change signed 
by or on behalf of the agent that states: 
A. The name of the entity; 
B. The name and address of the agent as currently in effect with respect to the entity; 
C. If the name of the agent has changed, its new name; and 
D. If the address of the agent has changed, the new address. 
2, Effective on filing. A statement of change filed under this section takes effect on 
filing. 
3. Notice. A noncommercial clerk or noncommercial registered agent shall promptly 
furnish the represented entity with notice in a record of the filing of a statement of change 
and the changes made by the filing. 
§110. Change of name, address or type of organization by commercial clerk or 
commercial registered agent 
1. Contents of statement. If a commercial clerk or commercial registered agent 
changes its name, its address as currently listed under section 106, subsection 1 or its type 
or jurisdiction of organization, the agent shall file with the Secretary of State a statement 
of change signed by or on behalf of the agent that states: 
A. The name of the agent as currently listed under section 106, subsection 1; 
B. If the name of the agent has changed, its new name; 
C. If the address ofthe agent has changed, the new address; and 
D. If the type or jurisdiction of organization of the agent has changed, the new type 
or jurisdiction of organization. 
2. 
Effect of filing. 
The filing of a statement of change under subsection 1 is 
effective to change the information regarding the commercial clerk or commercial 
registered agent with respect to each entity represented by the agent. 
3. Effective on filing. A statement of change filed under this section takes effect on 
filing. 
4. 
Notice. A commercial clerk or commercial registered agent shall promptly 
furnish each entity represented by it with notice in a record of the filing of a statement of 
change relating to the name or address of the agent and the changes made by the filing. 
5. Cancellation. If a commercial clerk or commercial registered agent changes its 
address without filing a statement of change as required by this section, the Secretary of 
State may cancel the listing of the agent under section 106. A cancellation under this 
subsection has the same effect as a tennination under section 107. 
Promptly after 
canceling the listing of an agent, the Secretary of State shall serve notice in a record in the 
manner provided in section 113, subsection 2 or 3 on: 
A. Each entity represented by the agent, stating that the agent has ceased to be an 
agent for service of process on the entity and that, until the entity appoints a new 
clerk or registered agent, service of process may be made on the entity as provided in 
section 113; and 
B. 
The agent, stating that the listing of the agent has been canceled under this 
section. 
§111. Resignation of clerk or registered agent 
1. Statement of resignation. A clerk or registered agent may resign at any time 
with respect to a represented entity by filing with the Secretary of State a statement of 
resignation signed by or on behalf of the agent that states: 
A. The name of the entity; 
B. The name of the agent; 
C. That the agent resigns from serving as agent for service of process for the entity; 
and 
D. The name and address of the person to which the agent will send the notice 
required by subsection 3. 
2. Effective date. A statement of resignation takes effect on the earlier of the 31 st 
day after the day on which it is filed or the appointment of a new registered agent for the 
represented entity. 
3. Notice. The clerk or registered agent shall promptly furnish the represented entity 
notice in a record of the date on which a statement of resignation was filed. 
4. Effect of resignation. When a statement of resignation takes effect, the clerk or 
registered agent ceases to have responsibility for any matter tendered to it as agent for the 
represented entity. A resignation under this section does not affect any contractual rights 
the entity has against the agent or that the agent has against the entity. 
5. Standing of entity. A clerk or registered agent may resign with respect to a 
represented entity whether or not the entity is in good standing. 
§112. Appointment of agent by nonfiling or nonqualified foreign entity 
1. 
Contents of statement. 
A domestic entity that is not a filing entity or a 
nonqualified foreign entity may file with the Secretary of State a statement appointing an 
agent for service of process signed on behalf of the entity that states: 
A. The name, type and jurisdiction of organization of the entity; and 
B. The information required by section 105, subsection 1. 
2. Effective on filing. A statement appointing an agent for service of process takes 
effect on filing. 
3. Effect of appointment. The appointment of a registered agent under this section 
does not qualify a nonqualified foreign entity to do business in this State and is not 
sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this 
State. 
4. Distinguishable name. A statement appointing an agent for service of process 
may not be rejected for filing because the name of the entity filing the statement is not 
distinguishable on the records of the Secretary of State from the name of another entity 
appearing in those records. The filing of a statement appointing an agent for service of 
process does not make the name of the entity filing the statement unavailable for use by 
another entity. 
5. Cancellation of statement. An entity that has filed a statement appointing an 
agent for service of process may cancel the statement by filing a statement of 
cancellation, which takes effect upon filing, and shall state the name of the entity and that 
the entity is canceling its appointment of an agent for service of process in this State. A 
statement appointing an agent for service of process that has not been canceled earlier is 
effective for a period of 5 years after the date of filing. 
6. Termination upon becoming qualified. A statement appointing an agent for 
service of process for a nonqualified foreign entity terminates automatically on the date 
the entity becomes a gualified foreign entity. 
§113. Service of process on entities 
1. 
Agent to receive service. 
A clerk or registered agent is an agent of the 
represented entity authorized to receive service of any process, notice or demand required 
or permitted by law to be served on the entity. 
2. Service to other than clerk or registered agent. If an entity that previously filed 
a clerk or registered agent filing with the Secretary of State no longer has a clerk or 
registered agent, or if its clerk or registered agent cannot with reasonable diligence be 
served, the entity may be served by registered or certified mail, return receipt reguested, 
addressed to the governors of the entity by name at its principal office in accordance with 
any applicable judicial rules and procedures. 
The names of the governors and the 
address of the principal office may be as shown in the most recent annual report filed 
with the Secretary of State. Service is perfected under this subsection at the earliest of: 
A.. The date the entity receives the mail; 
B. The date shown on the return receipt, if signed on behalf of the entity; or 
C. Five days after its deposit with the United States Postal Service, if correctly 
addressed and with sufficient postage. 
3. Hand delivery. If process, notice or demand cannot be served on an entity 
pursuant to subsection 1 or 2, service of process may be made by handing a copy to the 
manager, clerk or other person in charge of any regular place of business or activity of the 
entity if the person served is not a plaintiff in the action. 
4. Form acceptable. Service of process, notice or demand on a clerk or a registered 
agent must be in the form of a written document, except that service may be made on a 
commercial clerk or commercial registered agent in such other forms of a record and 
subject to such requirements as the agent has stated from time to time in its listing under 
section 106 that it will accept. 
5. Perfected by other legal means. Service of process, notice or demand may be 
perfected by any other means prescribed by law other than this chapter. 
§114. Duties of clerk or registered agent 
The only duties under this chapter of a clerk or registered agent that has complied 
with this chapter are: 
1. Forward. To forward to the represented entity at the address most recently 
supplied to the agent by the entity any process, notice or demand that is served on the 
agent; 
2. Notice. To provide the notices required by this chapter to the entity at the address 
most recently supplied to the agent by the entity; 
3. 
Noncommercial clerk or noncommercial registered agent; current 
information. If the agent is a noncommercial clerk or noncommercial registered agent, 
to keep current the information required by section 105, subsection I in the most recent 
clerk or registered agent filing for the entity; and 
4. Commercial clerk or commercial registered agent; current information. If 
the agent is a commercial clerk or commercial registered agent, to keep current the 
information listed for it under section 106, subsection 1. 
§115. Jurisdiction and venue 
The appointment or maintenance in this State of a clerk or registered agent does not 
by itself create the basis for personal jurisdiction over the represented entity in this State. 
The address of the agent does not determine venue in an action or proceeding involving 
the entity. 
§116. Consistency of application 
In applying and construing this chapter, consideration must be given to the need to 
promote consistency of the law with respect to its subject matter among states that enact 
it. 
§117. Rules 
The Secretary of State may adopt rules consistent with this chapter pertaining to the 
filing of documents with the Secretary of State. These rules may include, but are not 
limited to: 
1. Forms. Prescribing forms for documents required or permitted to be delivered for 
filing under this chapter and refusing to file documents not using these prescribed forms; 
2. Disapproved filing. Disapproving the filing of a document that is not clearly 
legible or one that may not be clearly reproducible photographically; 
3. Appointed designee. Appointing a designee or other agent to receive documents 
for filing and to file documents on behalf of the Secretary of State; 
4. Electronic filing; facsimile signatures. Permitting the filing of documents by 
electronic transmission and permitting facsimile signatures on documents to be filed; and 
5. Effective dates of filings. Unless specifically stated in this chapter, setting forth 
the effective dates of filings required by this chapter. 
§ 118. Expedited service 
The Secretary of State may provide an expedited service for the processing of 
documents in accordance with this chapter. If the service is provided, the Secretary of 
State shall establish by rule a fee schedule and governing procedures in accordance with 
the Maine Administrative Procedure Act. Fees collected for expedited service must be 
deposited into a fund for use by the Secretary of State to provide an improved filing 
service. 
§119. Access to database 
The Secretary of State may provide public access to the database through a dial-in 
modem, through public terminals and through electronic duplicates of the database. If 
access to the database is provided to the public, the Secretary of State may adopt rules in 
accordance with the Maine Administrative Procedure Act to establish a fee schedule and 
governing procedures. 
§120. Publications 
1. Fee for publications. The Secretary of State may establish by rule in accordance 
with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing 
and distribution of publications and to set forth the procedures for the sale of those 
pUblications. 
2. Use of fees. Fees collected pursuant to this section must be deposited in a fund for 
use by the Secretary of State to replace and update publications offered in accordance 
with this chapter and to fund new publications. 
§121. Routine technical rules 
Rules adopted pursuant to this chapter, unless expressly designated otherwise, are 
routine technical rules as defined in chapter 375, subchapter 2-A. 
§122. Duty of Secretary of State 
The duty of the Secretary of State to file documents under this chapter is ministerial. 
The filing or refusal to file a document does not: 
1. Validity of documents. Affect the validity or invalidity of the document in whole 
or in part; 
2. 
Correctness of information. Relate to the correctness or incorrectness of 
information contained in the document; or 
3. Presumption of validity or correctness. Create a presumption that the document 
is valid or invalid or that the information in the document is correct or incorrect. 
§123. Relation to Electronic Signatures in Global and National Commerce Act 
This chapter modifies, limits and supersedes the federal Electronic Signatures in 
Global and National Commerce Act, 15 United States Code, Section 7001, et seq., but 
does not modify, limit or supersede Section 101(c) of that Act. 15 United States Code, 
Section 7001(c), or authorize delivery of any of the notices described in Section 103(b) of 
that Act, 15 United States Code, Section 7003(b). 
§124. Effective date 
This chapter takes effect July 1, 2008. 
PARTB 
Sec. B-1. 13-B MRS A §104, sub-§l, ~A, as amended by PL 1997, c. 376, §17, 
is further amended to read: 
A. In the case of articles of incorporation, by the incorporator or incorporators aOO 
by tae registered agent as required by seetiofl 304, subseetiofl 3; 
Sec. B-2. 13-B MRSA §104, sub-§l, ~, as amended by PL 1999, c. 594, §9, is 
further amended to read: 
D. In the case of an application for authority to carry on activities, by any duly 
authorized individual afld b;:,' tae registered ageflt as required by seetiofl 1212, 
subseetiofl 1 A. All other documents filed on behalf of foreign corporations may be 
signed by any duly authorized individual exeept as provided by seetiofl 1212, 
subseetiofl 1 A or '6 A; 
Sec. B-3. 13-B MRS A §304, as enacted by PL 1977, c. 525, §13 and as amended 
by PL 1993, c. 316, §38 and as amended by PL 1997, c. 376, §20, is repealed. 
Sec. B-4. 13-B MRS A §30S, as amended by PL 2003, c. 631, §2, is repealed. 
Sec. B-S. 13-B MRSA §306, as enacted by PL 1977, c. 525, §13, is repealed. 
Sec. B-6. 13-B MRSA §306-A is enacted to read: 
§306-A. Service of process upon nonprofit corporation 
Service of process, notice or demand required or permitted by law on a nonprofit 
corporation is governed by Title 5, section 113. 
Sec. B-7. 13-B MRS A §403, sub-§I,~, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
D. The address of its initial registered offioe and the name of its initial registered 
agent at suoh address information required by Title 5, section 105, subsection 1; 
Sec. B-S. 13-B MRSA §1112, sub-§4, as enacted by PL 2003, c. 631, §3, is 
amended to read: 
4. 
Failure to maintain registered agent. The corporation fails to appoint or 
maintain is without a registered agent or registered offioe in this State as required by 
seotion 304 Title 5, section 105, subsection 1; 
Sec. B-9. 13-B MRSA §1112, sub-§S, as enacted by PL 2003, c. 631, §3, is 
amended to read: 
5. Failure to notify of change of registered agent or address. The corporation 
does not notify the Secretary of State that its registered agent has changed as required by 
Title 5, section 108, subsection 1 or registeree offioe the address of its registered agent 
has been changed as required by Title 5, section 109 or 110 or that its registered agent has 
resigned as required by seetion 305 Title 5, section 111; or 
Sec. B-I0. 13-B MRSA §1113, sub-§I, as enacted by PL 2003, c. 631, §3, is 
amended to read: 
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 serve the comoration with 
written notice of that determination to the oorporation's last registerea offiCe! aaaress as 
1 
required by subsection 7. 
Sec. B-l1. 13-B MRSA §1113, suh-§2, as enacted by PL 2003, c. 631, §3, is 
amended to read: 
2. 
Administrative dissolution. The corporation is administratively dissolved if 
within 60 days after the notice under subsection 1 was issued and is perfected under 
subsection 7 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 offiee address as required by subsection 7 that recites the 
ground or grounds for dissolution and the effective date of dissolution. 
Sec. B-12. 13-B MRS A §1113, sub-§7 is enacted to read: 
7. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the corporation is perfected five 
days after the Secretary of State deposits its determination in the United States mail, as 
evidenced by the postmark, if mailed postpaid and correctly addressed to the registered 
agent of the corporation. 
. Sec. B-13. 13-B MRSA §1114, sub-§2, as enacted by PL 2003, c. 631, §3, is 
amended to read: 
2. 
Reinstatement after administrative dissolution. 
If the Secretary of State 
determines that the application contains the information required under subsection I 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 notiee to the eorporation 
at its last registered offiee address use the procedures set forth in section 1113, subsection 
to deliver the notice to the corporation. 
Sec. B-14. 13-B MRS A §1115, sub-§l, as enacted by PL 2003, c. 631, §3, is 
amended to read: 
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 serve the corporation as required under section 1113, subsection 7 with a 
written notice that explains the reason or reasons for denial to the eorporation at its last 
registered offioe address. 
Sec. B-15. 13-B MRS A §1202, sub-§l, ~F, as enacted by PL 1977, c. 525, §13, 
is amended to read: 
F. The address of its proposed registered offiee in this State and the name of its 
proposed registered agent in this State at sueh address information required by Title 
5, section 105, subsection 1. 
Sec. B-16. 13-B MRSA §1207, sub-§I, ~C, as amended by PL 1997, c. 376, 
§27, is further amended to read: 
C. Change the address of its registered efHee or principal office wherever located. 
Sec. B-17. 13-B MRSA §1209, sub-§3, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
3. Agent. The Secretary of State shall be the agent of the foreign corporation for 
service of process in any action, suit, or proceeding based upon any case of action arising 
in this State before the date of filing the certificate, order or decree. Service of summons 
and proof of service shall must be as provided in seetion 1217 Title 5, section 113. 
Sec. B-18. 13-B MRSA §1210-A, sub-§4, as enacted by PL 2003, c. 631, §5, is 
amended to read: 
4. Failure to maintain registered agent. The foreign corporation fails to appoint or 
maintain is without a registered agent or registered offiee in this State as required by 
seetion 1212 Title 5, section 105, subsection 1; 
Sec. B-19. 13-B MRSA §1210-A, sub-§5, as enacted by PL 2003, c. 631, §5, is 
amended to read: 
5. 
Failure to notify of change of registered agent or address. The foreign 
corporation does not notify the Secretary of State that its registered agent has changed as 
required by Title 5, section 108, subsection 1 or registered offiee the address of its 
registered agent has been changed as required by Title 5, section 109 or 110 or that its 
registered agent has resigned as required by seetion 1212 Title 5, section 111; 
Sec. B-20. 13-B MRSA §1210-B, sub-§1, as enacted by PL 2003, c. 631, §5, is 
amended to read: 
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 '",ritten notiee of that determination to the foreign eorporation's last 
registered offiee in this State and to its last registered or prineipal offie6 in its jurisdietion 
of ineorporation serve the foreign corporation with written notice of the Secretary of 
State's determination as required by subsection 7. 
Sec. B-21. 13-B MRSA §1210-B, sub-§2, as enacted by PL 2003, c. 631, §5, is 
amended to read: 
2. Revocation. The foreign corporation's authority is revoked if within 60 days after 
the notice under subsection 1 was issued and is perfected under subsection 7 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 
1 
corporation, at its last registered offiee address in this State and to its last registered or 
prineipai offiee address in its jurisdietion of ineorporation as required by subsection 7, 
that recites the ground or grounds for revocation and the effective date of revocation. 
Sec. B-22. 13-B MRS A §1210-B, sub-§7 is enacted to read: 
7. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the foreign corporation is 
perfected five days after the Secretary of State deposits its determination in the United 
States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to 
the registered agent in this State and the registered or principal office, wherever located, 
of the corporation. 
Sec. B-23. 13-B MRSA §1212, as amended by PL 1999, c. 594, §§12 to 14, is 
repealed. 
Sec. B-24. 13-B MRS A §1212-A is enacted to read: 
§1212-A. Service of process upon authorized foreign nonprofit corporation 
Service of process, notice or demand required or permitted by law on a foreign 
nonprofit corporation qualified to carry on activities in this State is governed by Title 5, 
section 113. 
Sec. B-25. 13-B MRS A §1213, sub-§2, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
2. Other methods of service. In addition to other methods of service wlHefl that may 
be authorized by statute or by rule, service of such process may be made as provided in 
seetios 1217 Title 5, section 113. 
Sec. B-26. 13-B MRS A §1217, as enacted by PL 1977, c. 525, § 13, is repealed. 
Sec. B-27. 13-B MRSA §1301, sub-§l, as amended by PL 1997, c. 376, §30, is 
further amended to read: 
1. 
Annual report. 
Each domestic corporation, unless excused as provided in 
subsection 5, and each foreign corporation authorized to carry on activities in this State 
shall deliver for filing, within the time prescribed by this Act, an annual report to the 
Secretary of State setting forth: 
A. 
The name of the domestic or foreign corporation and the jurisdiction of its 
incorporation; 
B. The address of the registered offiee of the eorporatios is this State asd the same 
of its agent for service of process if a domestic corporation, or its registered agent if a 
foreigH eorporatios is this State, at that address, ise1udisg the street or rural route 
sumber, to'i'lH or eit)' asd state and, if a foreigH eorporatios, the address of its 
registered or priseipal offiee information required by Title 5, section 105, subsection 
l;aHd 
C. The names and business or residence addresses, of the president, the treasurer, the 
registered agent, the secretary c~ clerk, and directors of the corporation, including the 
street or rural route number, town or city and state~~ 
D. A brief statement of the character of the activities in which the domestic or 
foreign corporation is actually engaged in this State, if any; and 
E. The address of its principal office, wherever located. 
Sec. B-28. 13-B MRS A §1401, sub-§6, as amended by PL 2003, c. 673, Pt. 
WWW, §3 and affected by §37, is repealed. 
Sec. B-29. 13-B MRS A §1401, sub-§7~ as amended by PL 1979, c. 127, §105, is 
repealed. 
Sec. B-30. 13-B MRSA §1401, sub-§8, as amended by PL 2005, c. 529, §1, is 
repealed. 
Sec. B-3l. 13-B MRS A §1401, sub-§9, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
9. Process on Secretary of State as agent. Accompanying service of process upon 
the Secretary of State as agent of a domestie eorporation, as provided by seetion 306, or 
aeeompanying serviee of proeess 1:1pon the Seeretary of State as agent of nonresident 
director of a domestic corporation, as provided by section 307, or aeeompanying serviee 
of proeess upon the Seeretary of State as agent of a foreign eorporation pursuant to 
seetion 1217, $5 for each such process; 
Sec. B-32. 13-B MRS A §1401, sub-§27, as amended by PL 1999, c. 594, §17, is 
repealed. 
Sec. B-33. 13-B MRSA §1401, sub-§29, as amended by PL 1999, c. 594, §18, is 
repealed. 
Sec. B-34. 13-B MRS A §1401, sub-§35, as amended by PL 2005, c. 12, Pt. FF, 
§2, is further amended to read: 
35. Reinstatement fee after administrative dissolution of domestic or foreign 
corporation. For failure to file an annual report, $25 for each period of delinquency; for 
failure to pay the annual report late filing penalty, $25; for failure to appoint or maintain a 
registered agent or registered offiee, $25; for failure to notify the Secretary of State that 
its registered agent or registered offiee the address of the registered agent has been 
changed, or that its registered agent has resigned or that its registered offiee has been 
diseontinued, $25; and for filing false information, $25. 
PART C 
Sec. C-l. 13-C MRSA §l03, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is repealed. 
Sec. C-2. 13-C MRSA §l03, sub-§4-A is enacted to read: 
4-A. 
Written notice to corporation. 
Written notice to a domestic or foreign 
corporation authorized to transact business in this State is governed by Title 5, section 
113. 
Sec. C-3. 13-C MRSA §123, sub-§l, ~G, as amended by PL 2003, c. 673, Pt. 
WWW, § 11 and affected by § 3 7, is repealed. 
Sec. C-4. 13-C MRSA §123, sub-§l, ~H, as amended by PL 2003, c. 673, Pt. 
WWW, § 12 and affected by §37, is repealed. 
T 
Sec. c-s. 13-C MRSA §123, sub-§l, ~I, as amended by PL 2003, c. 673, Pt. 
WWW, §12 and affected by §37, is repealed. 
Sec. C-6. 13-C MRSA §123, sub-§l, ~J, as amended by PL 2005, c. 12, Pt. FF, 
§3, is repealed. 
Sec. C-7. 13-C MRSA §123, sub-§l, ~, as amended by PL 2005, c. 12, Pt. 
FF, §4, is further amended to read: 
W. 
For an application for reinstatement following administrative dissolution for 
failure to appoint or maintain a clerk or registered office, the fee is $150. 
Sec. C-S. 13-C MRSA §123, sub-§l, ~, as amended by PL 2005, c. 12, Pt. FF, 
§4, is further amended to read: 
X. 
For an application for reinstatement following administrative dissolution for 
failure to notify the Secretary of State that its clerk or registered office the address of 
its clerk has been changed, or that its clerk has resigned or that its registered office 
has BeeR discORtiooed, the fee is $150. 
Sec. C-9. 13-C MRSA §202, sub-§l, ~C, as amended by PL 2003, c. 344, Pt. B, 
§41, is further amended to read: 
C. The street address &ad a mailiRg address, if differeRt, of the corporatioR's iRitial 
registered office aRd the Rarne of its iRitial clerk at that office. For the address, a post 
office BOX aloRe is ROt sufficieRt to meet the requiremeRts of this paragraph 
information required by Title 5, section 105, subsection 1; and 
Sec. C-IO. 13-C MRSA c. 5, as amended, is repealed. 
Sec. C-l1. 13-C MRSA c. 5-A is enacted to read: 
CHAPTER 5-A 
CLERK 
§Sl1. Clerk 
Each domestic corporation to which this Act applies shall maintain in this State a 
clerk, who is a natural person resident in this State. The clerk may be, but is not required 
to be, one of the directors or officers of the corporation, or the clerk may be a person 
holding no other position with the corporation. The clerk must be appointed by the 
corporation's board of directors unless the articles of incorporation reserve appointment 
of the clerk to the shareholders. The clerk of a corporation is not an officer but performs 
the functions provided in this Act. The duties of the clerk are ministerial only, and the 
clerk is not liable in that capacity for any liabilities of the corporation, including, but not 
limited to, debts. claims, taxes, fines or penalties. Unless otherwise provided by the 
bylaws, the clerk shall keep on file a list of all shareholders of the corporation and keep, 
in a book kept for that purpose, the records of all shareholders' meetings, including all 
-
records of all votes and minutes of the meetings. These records may be kept by the clerk 
at the clerk's address or another office of the corporation to which the clerk has ready 
access. The clerk may certify all votes, resolutions and actions of the shareholders and 
may certify all votes, resolutions and actions of the corporation's board of directors and 
its committees. 
The articles of incorporation or bylaws may provide that changes in the clerk and 
election of a new clerk must be by vote of the shareholders. Unless the articles or bylaws 
expressly so provide, changes in the clerk and election of a new clerk must be by 
resolution of the board of directors. 
§S12. Service of process upon domestic corporation 
Service of process, notice or demand required or permitted by law on a domestic 
corporation is governed by Title 5, section 113. 
Sec. C-12. 13-C MRSA §703, sub-§l, as amended by PL 2003, c. 344, Pt. B, 
§59, is further amended to read: 
1. 
Shareholder application. 
The Superior Court of the county in which a 
corporation's principal office is located, or, if the principal office is not located in this 
State, in whiGh its registered effiGe is leGated of Kennebec County, may summarily order 
a meeting to be held: 
A. On application of any shareholder of the corporation entitled to participate in an 
annual meeting if an annual meeting was not held within the earlier of 6 months after 
the end of the corporation's fiscal year or 15 months after its last annual meeting; or 
B. On application of a shareholder who signed a demand for a special meeting valid 
under section 702 if: 
(l) Notice of the special meeting was not given within 30 days after the date the 
demand was delivered to the corporation clerk; or 
(2) The special meeting was not held in accordance with the notice required by 
section 705, subsection 3. 
Sec. C-13. 13-C MRSA §721, sub-§4, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is amended to read: 
4. Refusal by corporation. If the corporation refuses to allow a shareholder or the 
shareholder's agent or attorney to inspect the shareholders list before or at the meeting or 
copy the list as permitted by subsection 2, the Superior Court of the county where a 
corporation's principal office is located, or, if there is no principal office located in this 
State, vlhere the Ge~eratien's registered effiGe is leGated of Kennebec County, on 
application of the shareholder may summarily order the inspection or copying at the 
corporation's expense and may postpone the meeting for which the list was prepared until 
the inspection or copying is complete. 
Sec. C-14. 13-C MRSA §809, sub-§l, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is amended to read: 
1. 
Removal by Superior Court. The Superior Court of the county where a 
corporation's principal office or, if there is no principal office in this State, its registered 
offiee is loeated of Kennebec County may remove a director of the corporation from 
office in a proceeding commenced by or in the right of the corporation if the court finds 
that: 
A. The director engaged in fraudulent conduct with respect to the corporation or its 
shareholders, grossly abused the position of director or intentionally inflicted hann on 
the corporation; and 
B. Considering the director's course of conduct and the inadequacy of other available 
remedies, removal would be in the best interest of the corporation. 
Sec. C-lS. 13-C MRS A §100S, sub-§3, as amended by PL 2003, c. 344, Pt. B, 
§93, is repealed. 
Sec. C-16. 13-C MRSA §1107, sub-§4, ~A, as amended by PL 2003, c. 344, Pt. 
B, § 1 03, is further amended to read: 
A. Appoint the Seeretary of State as its agent for Agree that service of process in a 
proceeding to enforce the rights of shareholders of each domestic corporation that is a 
party to the merger who exercise appraisal rights and shall provide a mailing address 
to whieh the Seeretary of State may mail a eopy of any proeess served on the 
Seeretary of State may be made in the manner provided in Title 5, section 113; and 
Sec. C-17. 13-C MRS A §1331, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, § 7, is amended to read: 
2. 
Appropriate court. 
A corporation shall commence the proceeding under 
subsection 1 in the appropriate court of the county where the corporation's principal 
office or, if there is no principal office, its registered offiee in this State is Ioeated of 
Kennebec County. If the corporation is a foreign corporation without a registered offies 
in this State, the corporation shall commence the proceeding in the county in this State 
where the principal office or registered offiee of the domestic corporation merged with 
the foreign corporation was located or, if the domestic corporation did not have its 
principal office in this State at the time of the transaction , of Kennebec County. 
Sec. C-lS. 13-C MRSA §140S, sub-§2, ~A, as enacted by PL 2001, c. 640, Pt. 
A, §2 and affected by Pt. B, §7, is amended to read: 
A. Be published one time in a newspaper of general circulation in the county where 
the dissolved corporation's principal office or, if there is no prineipal offiee in this 
State, its registered offiee is or was last located or, if none in this State, in Kennebec 
County; 
Sec. C-19. 13-C MRSA §1409, sub-§l, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is amended to read: 
1. Security provided for payment of claim. A dissolved corporation that has 
published a notice under section 1408 may file an application with the Superior Court of 
the county where the dissolved corporation's principal office or, if there is no prineipal 
offiee in this State, its registered offiee is located or, if not in this State, of Kennebec 
County, for a detennination of the amount and form of security to be provided for 
payment of claims that are contingent or have not been made known to the dissolved 
corporation or that are based on an event occurring after the effective date of dissolution 
but that, based on the facts known to the dissolved corporation, are reasonably estimated 
to arise after the effective date of dissolution. Provision need not be made for any claim 
that is or is reasonably anticipated to be barred under section 1408, subsection 3. 
Sec. C-20. 13-C MRSA §1420, sub-§4, as amended by PL 2003, c. 631, §24, is 
further amended to read: 
4. Failure to maintain clerk. The ccrporation fails to appoint or maintain is without 
a clerk or registered offiee in this State as required by seetion 501 Title 5, section 105, 
subsection 1; 
Sec. C-21. 13-C MRSA §1420, sub-§5, as amended by PL 2003, c. 631, §24, is 
further amended to read: 
5. 
Failure to notify of cbange of clerk or cbange of clerk's address. 
The 
corporation does not notify the Secretary of State that its clerk has changed as required by 
Title 5, section 108, subsection 1 or registered offiee the address of its clerk has been 
changed as required by Title 5, section 109 or 110 or that its clerk has resigned as 
required by seetion 501 Title 5, section 111; or 
Sec. C-22. 13-C MRS A §1421, sub-§l, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, § 7, is amended to read: 
1. 
Notice of determination to administratively dissolve corporation. 
If the 
Secretary of State detennines that one or more grounds exist under section 1420 for 
dissolving a corporation, the Secretary of State shall serve the corporation with written 
notice of that detennination under seetion 502 as required by subsection 8. 
Sec. C-23. 13-C MRS A §1421, sub-§2, as amended by PL 2003, c. 631, §25, is 
further amended to read: 
2. 
Administrative dissolution. The corporation is administratively dissolved if 
within 60 days after the notice under subsection 1 was issued and is perfected under 
seetion 502 subsection 8 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 offiee address as required by subsection 8 
that recites the ground or grounds for dissolution and the effective date of dissolution. 
The Seeretaf)' of State shall use the proeedures set forth in seetion 502 to send notiee ta 
the eorporation. 
Sec. C-24. 13-C MRS A §1421, sub-§8 is enacted to read: 
8. Delivery of notice. The Secretary of State shall send notice of its detennination 
under subsection 1 by regular mail and the service upon the corporation is perfected five 
days after the Secretary of State deposits its determination in the United States mail, as 
I 
evidenced by the postmark, if mailed postpaid and correctly addressed to the clerk of the 
corporation. 
Sec. C-25. 13-C MRSA §1422, sub-§2, as amended by PL 2003, c. 344, Pt. B, 
§I 15, is further amended to read: 
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 123, subsection 1 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 use the procedures set forth in section ~ 
~21, subsection 8 to deliver the notice to the corporation. 
Sec. C-26. 13-C MRS A §1423, sub-§l, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is amended to read: 
1. 
Denial of reinstatement. 
If the Secretary of State denies a corporation's 
application for reinstatement following administrative dissolution, the Secretary of State 
shall serve the corporation t:m6ef as required by section ~ 
1421, subsection 8 with a 
written notice that explains the reason or reasons for denial. 
Sec. C-27. 13-C MRSA §1431, sub-§l, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, § 7, is amended to read: 
1. Venue. Venue for a proceeding by the Attorney General to dissolve a corporation 
lies in Kennebec County. Venue for a proceeding brought by any other party named in 
section 1430 lies in the county where a corporation's principal office or, if there is no 
prineipal offiee in this State, its registered offiee is or was last located or, if none in this 
State, in Kennebec County. 
Sec. C-28. 13-C MRS A §1503, sub-§l, ~E, as amended by PL 2003, c. 344, Pt. 
B, § 120, is further amended to read: 
E. The address of its registered offiee in this State and the name of its registered 
agent at that offiee, ineluding the street address and a mailing address, if different. 
For the address, a post offiee box alone is not suffieient to meet the requirements of 
this paragraph information required by Title 5, section 105, subsection 1; and 
Sec. C-29. 13-C MRS A §1507, as repealed and replaced by PL 2003, c. 344, Pt. 
B, §125, is repealed. 
Sec. C-30. 13-C MRS A §1510, as amended by PL 2003, c. 631, §28, is repealed. 
Sec. C-31. 13-C MRSA §1510-A is enacted to read: 
§1510-A. Service of process upon authorized foreign corporation 
Service of process, notice or demand required or permitted by law on a foreign 
corporation authorized to transact business in this State is governed by Title 5, section 
113. 
Sec. C-32. 13-C MRSA §1531-A, sub-§4, as enacted by PL 2003, c. 631, §30, is 
amended to read: 
4. Failure to maintain registered agent. The foreign corporation fails to aJ':lfJoint or 
maintain is without a registered agent or registeres offioe in this State as required by 
seotion 1507 Title 5, section 105, subsection 1; 
Sec. C-33. 13-C MRS A §1531-A, sub-§5, as enacted byPL 2003, c. 631, §30, is 
amended to read: 
5. 
Failure to notify of change of registered agent or address. The foreign 
corporation does not notify the Secretary of State that its registered agent has changed as 
required by Title 5, section 108, subsection 1 or registeres offioe the address of its 
registered agent has been changed as required by Title 5, section 109 or 110 or that its 
registered agent has resigned as required by seotion 1507 Title 5, section 111; 
Sec. C-34. 13-C MRSA §1532, sub-§l, as amended by PL 2003, c. 631, §31, is 
further amended to read: 
1. Notice of determination. If the Secretary of State determines that one or more 
grounds exist under section 1531-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 unser seotion 1510 as required by subsection 7. 
Sec. C-35. 13-C MRSA §1532, sub-§2, as amended by PL 2003, c. 631, §31, is 
further amended to read: 
2. Revocation. The foreign corporation's authority is revoked if within 60 days after 
the notice under subsection 1 was issued and is perfected under seotion 1510 subsection 7 
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 registeres offioe assress ill this State ans to its last registeres or 
prineipal offioe assress in its jurissietion of inoorporation as required by subsection 7 that 
recites the ground or grounds for revocation and the effective date of revocation. +he 
Seoretary of State shall follo\'/ the prooesures set forth in seotion 1510 when issuing the 
notioe of revocation. 
Sec. C-36. 13-C ,MRSA §1532, sub-§7 is enacted to read: 
7. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the foreign corporation is 
perfected five days after the Secretary of State deposits its determination in the United 
States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to 
I 
the registered agent in this State and the registered or principal office, wherever located, 
of the foreign corporation. 
Sec. C-37. 13-C MRS A §1604, sub-§l, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, § 7, is amended to read: 
1. Order inspection. If a corporation does not allow a shareholder who complies 
with section 1602, subsection 2 to inspect and copy any records required by that 
subsection to be available for inspection, the Superior Court of the county where the 
corporation's principal office or registered office is located or, if none in this State, of 
Kennebec County may summarily order inspection and copying of the records demanded 
at the corporation's expense upon application of the shareholder. 
Sec. C-38. 13-C MRSA §1604, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is amended to read: 
2. 
Court order. 
If a corporation does not within a reasonable time allow a 
shareholder to inspect and copy any other record pursuant to this Act, the shareholder 
who complies with section 1602, subsections 3 and 4 may apply to the Superior Court in 
the county where the corporation's principal office or registered office is located or, if 
none in this State, in Kennebec County for an order to permit inspection and copying of 
the records demanded. The court shall dispose of an application under this subsection on 
an expedited basis. 
Sec. C-39. 13-C MRSA §1605, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 
and affected by Pt. B, §7, is amended to read: 
2. Court order. The Superior Court of the county where the corporation's principal 
office is located or, if there is no principal office in this State, registered office is located 
of Kennebec County may order inspection and copying of the books, records and 
documents at the corporation's expense, upon application of a director who has been 
refused inspection rights under subsection 1, unless the corporation establishes that the 
director is not entitled to such inspection rights. The court shall dispose of an application 
under this subsection on an expedited basis. 
Sec. C-40. 13-C MRSA §1621, sub-§l, as amended by PL 2003, c. 344, Pt. B, 
§ 133, is further amended to read: 
1. Filing of annual report. Each domestic corporation, unless excused as provided 
in subsection 4 or excluded by subsection 6, and each foreign corporation authorized to 
do business in this State, shall deliver to the Secretary of State for filing, within the time 
prescribed by this section, an annual report setting forth: 
A. The name of the domestic or foreign corporation and the jurisdiction of its 
incorporation; 
B. The address of the registered office of the domestic or foreigH co~oration in this 
State; the name of its clerk, if a domestic co~oration, or its registered agent in this 
State, if a foreigH co~oration;and, if a foreigH co~oration, the address of its 
principal office, wherever located. The address of a registered office must include 
the street or I1:H'al route number, town or eity and state information required by Title 
5, section 105, subsection 1; 
C. A brief statement of the character of the business in which the domestic or foreign 
corporation is actually engaged in this State, if any; and 
D. The name and business or residenee address of the president or ernef exeeutiye 
offieer, the treasurer or ernef finaneial offieer and direetors or, if no direetors, 
shareholders of the domestie or foreign eorporation, ineluding the street or I1:H'al route 
number, tOVlll or eity and state. 
E. The address of its principal office, wherever located; 
F. The names of its principal officers; and 
G. The names of its directors, except that in the case of a corporation that has 
eliminated its board of directors pursuant to section 743 the annual report must set 
forth the names of the shareholders instead. 
PART D 
Sec. D-l. 31 MRSA §607, as amended by PL 1999, c. 594, §24, is repealed. 
Sec. D-2. 31 MRS A §608-A, sub-§4, as enacted by PL 2003, c. 631, §52, is 
l7 
amended to read: 
4. Failure to maintain registered agent. The domestic limited liability company 
fails to appoint or maintain is without a registered agent or registered offiee in this State 
as required by seetion 607 Title 5, section 105, subsection 1; 
Sec. D-3. 31 MRS A §608-A, sub-§5, as enacted by PL 2003, c. 631, §52, is 
amended to read: 
5. Failure to notify of change of registered agent or address. The domestic 
limited liability company does not notify the Secretary of State that its registered agent 
has changed as required by Title 5, section 108, subsection 1 or registered offiee the 
address of its registered agent has been changed as required by Title 5, section 109 or 110 
or that its registered agent has resigned as required by seetion 607 Title 5, section 111; or 
Sec. D-4. 31 MRSA §608-B, sub-§l, as enacted by PL 2003, c. 631, §52, is 
amended to read: 
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 is5ue-a serve the limited liability company with written notice of that determination 
to the limited liability eompany's last registered offiee address as required by subsection 
~. 
Sec. D-5. 31 MRS A §608-B, sub-§2, as enacted by PL 2003, c. 631, §52, is 
amended to read: 
I 
2. 
Administrative dissolution. 
The domestic limited liability company is 
administratively dissolved if within 60 days after the notice under subsection 1 was 
issued and is perfected under subsection 8 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 offiee address as required by subsection 8 that recites the ground or grounds for 
dissolution and the effective date of dissolution. 
Sec. D-6. 31 MRSA §60S-B, sub-§S is enacted to read: 
8. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection I by regular mail and the service upon the domestic limited liability 
company is perfected 5 days after the Secretary of State deposits its determination in the 
United States mail, as evidenced by the postmark, if mailed postpaid and correctly 
addressed to the registered agent of the limited liability company. 
Sec. D-7. 31 MRS A §60S-C, sub-§2, as enacted by PL 2003, c. 631, §52, is 
amended to read: 
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 sead flotiee use the 
procedures set forth in section 608-B, subsection 8 to deliver the notice to the domestic 
limited liability company at its last registered offiee address. 
Sec. D-S. 31 MRS A §60S-D, sub-§l, as enacted by PL 2003, c. 631, §52, is 
amended to read: 
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 serve the domestic limited liability company under section 
608-B, subsection 8 with a written notice that explains the reason or reasons for denial 16 
the limited liability e01'Fl:f'aflY at its last registered offiee address. 
I 
Sec. D-9. 31 MRSA §609, as corrected by RR 1995, c. 2, §76, is repealed. 
Sec. D-10. 31 MRSA §609-A is enacted to read: 
§609-A. Service of process upon domestic limited liability company 
Service of process, notice or demand required or permitted by law on a domestic 
limited liability company is governed by Title 5, section 113. 
Sec. D-H. 31 MRSA §622, sub-§l, ~, as enacted by PL 1993, c. 718, Pt. A, 
§1, is amended to read: 
B. The address of the registered offiee cmd the Rame aRd address of the registered 
ageRt for serviee of proeess required to be maiRtaiRed by seetioR 607 infonnation 
required by Title 5, section 105, subsection 1; 
Sec. D-12. 31 MRSA §623, sub-§3, ~, as enacted by PL 1993, c. 718, Pt. A, 
§ 1, is repealed. 
Sec. D-13. 31 MRSA §623, sub-§3, ~-1 is enacted to read: 
B-1. A change in the registered agent except as provided in Title 5, section 109 or 
for a change in the current name, address or identity of the registered agent or as 
provided in Title 5, section 111 for the resignation ofthe registered agent; 
l(Jj 
See. D-14 .. 31 MRSA §627, sub-§l, ~A, as amended by PL 1997, c. 376, §51, is 
] M 
further amended. to read: 
r 2 
A. In the case of the initial articles of organization, by the person or persons forming 
B 
the limited liability company and the registered ageRt as required by seetioR 607, 
subseetioR 2; 
Sec. D-1S. 31 MRSA §707, sub-§2, ~A, as enacted by PL 1993, c. 718, Pt. A, 
§ 1, is amended to read: 
A. Be published one time in a newspaper of general circulation in the county where 
the dissolved limited liability company's principal office is or was located or, if none 
in this State, where its registered offiee is or was last located in Kennebec County; 
Sec. D-16. 31 MRSA §712, sub-§2, as amended by PL 1997, c. 376, §53, is 
further amended to read: 
2. Execution. The foreign limited liability company shall submit an application for 
authority to do business to the Secretary of State, executed by a person with authority to 
do so under the laws of the state or other jurisdiction of its fonnation aRd by the 
registered ageRt as required by sectioR 714, subsectioR 2 A on a fonn prescribed by or 
furnished by the Secretary of State. 
Sec. D-17. 31 MRSA §712, sub-§3, ~, as enacted by PL 1993, c. 718, Pt. A, 
§ 1, is amended to read: 
D. The address of the registered offiee aHd the Harne aHd address of the registered 
ageRt for service of process required to be maiRtaiRed uRder seetioR 714, subsectioR 2 
infonnation required by Title 5, section 105, subsection 1; 
Sec. D-18. 31 MRSA §712, sub-§3, ~E, as enacted by PL 1993, c. 718, Pt. A, 
§ 1, is repealed. 
Sec. D-19. 31 MRSA §714, sub-§2, as enacted by PL 1993, c. 718, Pt. A, §1, is 
repealed. 
Sec. D-20. 31 MRSA §714, sub-§2-A, as enacted by PL 1997, c. 376, §55, is 
repealed. 
Sec. D-21. 31 MRS A §714, sub-§3, as enacted by PL 1993, c. 718, Pt. A, §1, is 
repealed. 
Sec. D-22. 31 MRSA §714, sub-§4, as amended by PL 1999, c. 594, §25, is 
repealed. 
Sec. D-23.- 31 MRSA §714, sub-§5, as enacted by PL 1993, c.718, Pt. A, §1, is 
repealed. 
Sec. D-24. 31 MRSA §714, sub-§6, as amended by PL 2005, c. 529, §6, is 
repealed. 
Sec. D-25. 31 MRSA §719-A, sub-§4, as enacted by PL 2003, c. 631, §56, is 
amended to read: 
4. Failure to maintain registered agent. The foreign limited liability company fails 
to appoint or maintain is without a registered agent or registered office in this State as 
required by section 714 Title 5, section 105, subsection 1; 
Sec. D-26. 31 MRS A §719-A, sub-§5, as enacted by PL 2003, c. 631, §56, is 
amended to read: 
5. Failure to notify of change of registered agent or address. The foreign limited 
liability company does not notify the Secretary of State that its registered agent has 
changed as required by Title 5, section 108, subsection 1 or registered office the address 
of its registered agent has been changed as required by Title 5, section 109 or 110 or that 
its registered agent has resigned as required by section 714 Title 5, section 111; 
Sec. D-27. 31 MRS A §719-B, sub-§1, as enacted by PL 2003, c. 631, §56, is 
amended to read: 
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 ~ 
serve the foreign limited liability company with a written notice of that the 
Secretary of State's 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 organiOlation 
as required by subsection 7. 
Sec. D-28. 31 MRS A §719-B, sub-§2, as enacted by PL 2003, c. 631, §56, is 
amended to read: 
2. Revocation. The foreign limited liability company's authority is revoked if within 
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 organiOlation as required by subsection 7 that recites the ground 
or grounds for revocation and the effective date of revocation. 
Sec. D-29. 31 MRSA §719-B, sub-§7 is enacted to read: 
7. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the foreign limited liability 
company is perfected five days after the Secretary of State deposits its determination in 
the United States mail, as evidenced by the postmark, if mailed postpaid and correctly 
addressed to the registered agent in this State and the registered or principal office, 
wherever located, of the foreign limited liability company. 
Sec.D-30. 31 MRSA§722,as enacted by PL 1993,c. 718,Pt.A,§I,isrepeaied. 
Sec. D-31. 31 MRSA §722-A is enacted to read: 
§722-A. Service of process upon foreign limited liability company authorized to do 
business in State 
Service of process, notice or demand required or permitted by law on a foreign 
limited liability company authorized to transact business in this State is governed by Title 
5, section 113. 
Sec. D-32. 31 MRS A §723, sub-§2, as enacted by PL 1993, c. 718, Pt. A, §1, is 
amended to read: 
2. Method of serving process. In addition to other methods of service that may be 
authorized by law or by rule, service of process may be made as provided in sectioH 724 
Title 5, section 113. 
Sec. D-33. 31 MRSA §724, as enacted by PL 1993, c. 718, Pt. A, § 1, is repealed. 
Sec. D-34. 31 MRSA §751, sub-§6, as amended by PL 2003, c. 673, Pt. WWW, 
§23 and affected by §37, is repealed. 
Sec. D-35. 31 MRSA §751, sub-§7-A, as amended by PL 2005, c. 12, Pt. FF, §9, 
is further amended to read: 
7-A. Reinstatement fee after administrative dissolution. For failure to file an 
annual report, a fee of $150, to a maximum fee of $600, 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 $150; for failure to appoint or maintain a registered agent 6f 
registered office, a fee of $150; for failure to notify the Secretary of State that its 
registered agent or registered office the address of its registered agent has been changed, 
or that its registered agent has resigned or that its registered office has beeH discoHtiIltled, 
a fee of $150; and for filing false information, a fee of $150; 
Sec. D-36. 31 MRSA §751, sub-§14, as amended by PL 2003, c. 673, Pt. WWW, 
§28 and affected by §37, is repealed. 
Sec. D-37. 31 MRS A §751, sub-§22, as amended by PL 1999, c. 638, §37, is 
further amended to read: 
22. Service of process on Secretary of State as agent. For accepting service of 
process under section 6()9, 61 O~ 
or 723, a fee of $20; 
Sec. D-3S. 31 MRSA §757, sub-§I, ~A, as enacted by PL 1993, c. 718, Pt. A, 
§ 1, is amended to read: 
A. The name of the domestic or foreign limited liability company; 
Sec. D-39. 31 MRSA §757, sub-§I, ~A-l is enacted to read: 
A-I. The jurisdiction under whose law it is organized; 
Sec. D-40. 31 MRSA §757, sub-§I,~, as amended by PL 1997, c. 376, §61, is 
further amended to read: 
lOB. The name of its registered agent and the address of its registered office in this 
State, including the street or rural route number, town or city and state, and, in the 
case of a foreign limited liability company, the address of its registered or principal 
e.fH€e information required by Title 5, section 105, subsection 1; 
Sec. D-41. 31 MRSA §757, sub-§I, ~-1 is enacted to read: 
B-1. The address of its principal office, wherever located; 
PART E 
Sec. E-l. 31 MRSA §S07, as amended byPL 1999, c. 594, §27, is repealed. 
Sec. E-2. 31 MRS A §SOS-A, sub-§4, as enacted by PL 2003, c. 631, §67, is 
amended to read: 
4. Failure to maintain registered agent. The registered limited liability partnership 
fails to appoint or maintain is without a registered agent or registered office in this State 
as required by section g07 Title 5, section 105, subsection 1; 
Sec. E-3. 31 MRS A §SOS-A, sub-§5, as enacted by PL 2003, c. 631, §67, is 
amended to read: 
5. Failure to notify of change of registered agent or address. The registered 
limited liability partnership does not notify the Secretary of State that its registered agent 
has changed as required by Title 5, section 108, subsection 1 or registered office the 
address oUts registered agent has been changed as required by Title 5, section 109 or 110 
or that its registered agent has resigned as required by section g07 Title 5, section 111; or 
Sec. E-4. 31 MRSA §SOS-B, sub-§I, as enacted by PL 2003, c. 631, §67, is 
amended to read: 
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 iss:ue serve the limited liability partnership with a 
written notice of that determination to the limited liability partfiership's last registered 
offiee address as required by subsection 8. 
Sec. E-S. 31 MRSA §SOS-B, sub-§2, as enacted by PL 2003, c. 631, §67, is 
amended to read: 
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 and is perfected 
under subsection 8 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 address of the registered agent of the 
registered limited liability partnership's last registered offiee address as required by 
subsection 8 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. 
Sec. E-6. 31 MRSA §SOS-B, sub-§S is enacted to read: 
8. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the registered limited liability 
partnership is perfected five days after the Secretary of State deposits its determination in 
the United States mail, as evidenced by the postmark, if mailed postpaid and correctly 
addressed to the registered agent of the registered limited liability partnership. 
Sec. E-7. 31 MRSA §SOS-C, sub-§2, as enacted by PL 2003, c. 631, §67, is 
amended to read: 
2. Reinstatement after revocation. 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 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 sefid notiee use the procedures set forth in section 808-B, 
subsection 8 to deliver the notice to the registered limited liability partnership at its last 
registered offiee address. 
Sec. E-S. 31 MRSA §SOS-D, sub-§I, as enacted by PL 2003, c. 631, §67, is 
amended to read: 
1. 
Denial of reinstatement. 
If the Secretary of State denies a partnership'S 
application for reinstatement following revocation, the Secretary of State shall FHail serve 
the domestic limited liability partnership under section 808-B, subsection 8 with a written 
notice that explains the reason or reasons for denial to the partnership at its last registered 
offiee address. 
Sec. E-9. 31 MRS A §S09, as enacted by PL 1995, c. 633, Pt. B, §1, is repealed. 
Sec. E-I0. 31 MRS A §S09-A is enacted to read: 
§809-A. ServiCe of process upon registered limited liability partnership 
Service of process, notice or demand required or permitted by law on a registered 
limited liability partnership is governed by Title 5, section 113. 
Sec. E-ll. 31 MRSA §822, sub-§I, ~, as enacted by PL 1995, c. 633, Pt. B, 
§ 1, is amended to read: 
B. The address of the registered offise and the name and address of the registered 
agent for servise of prosess reqHired to be maintained by sestion 807 information 
required by Title 5, section 105, subsection 1; 
Sec. E-12. 31 MRSA §823, sub-§3,~, as repealed and replaced by PL 1999, c. 
594, §28, is repealed. 
Sec. E-13. 31 MRSA §823, sub-§3, ~-1 is enacted to read: 
B-1. A change in the registered agent except as provided in Title 5, section 109 or 
for a change in the current name, address or identity of the registered agent or as 
provided in Title 5, section 111 for the resignation of the registered agent; 
Sec. E-14. 31 MRSA §826, sub-§I, ~A, as amended by PL 1997, c. 376, §64, is 
further amended to read: 
A. In the case of the initial certificate of limited liability partnership, by one or more 
partners who are authorized and the registered agent as reqHired by sestion 807, 
soosestion 2; 
Sec. E-IS. 31 MRS A §8S2, sub-§2, as amended by PL 1997, c. 376, §66, is 
further amended to read: 
2. Execution. The foreign limited liability partnership shall submit to the Secretary 
of State an application for authority to do business, executed by a person with authority to 
do so under the laws of the state or other jurisdiction of its formation and by the 
registered agent as reqHired by sestion 854, sHbsestion 2 A on a form prescribed by or 
furnished by the Secretary of State. 
Sec. E-16. 31 MRSA §8S2, sub-§3, ~, as enacted by PL 1995, c. 633, Pt. B, 
§ 1, is amended to read: 
D. The address of the registered offise and the name and address of the registered 
agent for servise of prosess, whish are reqHired to be maintained Hnder sestion 854, 
s\:ibsestion 2 information required by Title 5, section 105, subsection 1; 
Sec. E-17. 31 MRSA §8S2, sub-§3, ~, as enacted by PL 1995, c. 633, Pt. B, 
§ 1, is repealed. 
Sec. E-18. 31 MRSA §8S4, sub-§2, as enacted by PL 1995, c. 633, Pt. B, §1, is 
repealed. 
Sec. E-19. 31 MRS A §854, sub-§2-A, as enacted by PL 1997, c. 376, §68, is 
repealed. 
Sec. E-20. 31 MRS A §8S4, sub-§3, as enacted by PL 1995, c. 633, Pt. B, §1, is 
repealed. 
Sec. E-21. 31 MRSA §854, sub-§4, as amended by PL 2001, c. 66, §4, is 
repealed. 
Sec. E-22. 31 MRS A §854, sub-§5, as enacted by PL 1995, c. 633, Pt. B, §1, is 
repealed. 
Sec. E-23. 31 MRSA §854, sub-§6, as amended by PL 2005, c. 529, §8, is 
repealed. 
Sec. E-24. 31 MRS A §859-A, sub-§4, as enacted by PL 2003, c. 631, §71, is 
amended to read: 
4. Failure to maintain registered agent. The foreign limited liability partnership 
fails to appoint or maintain is without a registered agent or registered offioe in this State 
as required by seotion gS 4 Title 5, section 105, subsection 1; 
Sec. E-25. 31 MRS A §859-A, sub-§5, as enacted by PL 2003, c. 631, § 71, is 
7 
amended to read: 
5. Failure to notify of change of registered agent or address. The foreign limited 
liability partnership does not notify the Secretary of State that its registered agent has 
changed as required by Title 5, section 108, subsection 1 or registered offioe the address 
of its registered agent has been changed as required by Title 5, section 109 or 110 or that 
its registered agent has resigned as required by seotion gS4 Title 5, section 111; 
Sec. E-26. 31 MRSA §859-B, sub-§1, as enacted by PL 2003, c. 631, §71, is 
amended to read: 
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 tswe serve the foreign limited liability partnership with a written notice of that 
determination to the foreign limited liability partnership's last registered offise in this 
State and to its last registered or prinsipal offioe in its jl:lrisdiotion of organization as 
required by subsection 7. 
Sec. E-27. 31 MRS A §859-B, sub-§2, as amended by PL 2005, c. 543, Pt. B, §9 
and affected by §15, is further amended to read: 
2. Revocation. The foreign partnership's authority to do business 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 offioe address in this State and to its last 
registered or p-rineipal offiee address in its jurisdietion of registration as required by 
subsection 7 that recites the ground or grounds for revocation of the foreign partnership's 
J 
status as a limited liability partnership .and the effective date of revocation. 
Sec. E-28. 31 MRSA §859-B, sub-§7 is enacted to read: 
7. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the foreign limited liability 
partnership .is perfected five days after the Secretary of State deposits its determination in 
the United States mail, as evidenced by the postmark, if mailed postpaid and correctly 
addressed to the registered agent of the foreign limited liability partnership. 
Sec. E-29. 31 MRS A §861, as enacted by PL 1995, c. 633, Pt. B, § 1, is repealed. 
Sec. E-30. 31 MRSA §861-A is enacted to read: 
§861-A. Service of process upon foreign limited liability partnership authorized to 
do business in State 
Service of process, notice or demand required or permitted by law on a foreign 
limited liability partnership authorized to transact business in this State is governed by 
Title 5, section 113. 
Sec. E-31. 31 MRSA §862, sub-§2, as enacted by PL 1995, c. 633, Pt. B, §1, is 
amended to read: 
2. Method of serving process. In addition to other methods of service that may be 
authorized by law or by rule, service of process may be made as provided in seetion 863 
Title 5, section 113. 
Sec. E-32. 31 MRSA §863, as enacted by PL 1995, c. 633, Pt. B, § 1, is repealed. 
Sec. E-33. 31 MRS A §864, as enacted by PL 2005, c. 543, Pt. B, § 11 and affected 
by § 15, is repealed. 
Sec. E-34. 31 MRSA §871, sub-§6, as amended by PL 2003, c. 673, Pt. WWW, 
§31 and affected by §37, is repealed. 
Sec. E-35. 31 MRSA §871, sub-§7-A, as amended by PL 2005, c. 12, Pt. FF, 
§ 12, is further amended to read: 
7-A. Reinstatement fee after revocation. For failure to file an annual report, a fee 
of $150, to a maximum fee of $600, 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 
$150; for failure to appoint or maintain a registered agent or registered offiee, a fee of 
$150; for failure to notify the Secretary of State that its registered agent or registered 
effi.ee the address of its registered agent has been changed, or that its registered agent has 
resigned or that its registered offiee has been diseontinued, a fee of $150; for failure to 
file an amended application, a fee of $150; and for filing false information, a fee of $150; 
I 
Sec. E-36. 31 MRS A §871, sub-§12, as amended by PL 2003, c. 673, Pt. WWW, 
§36 and affected by §37, is repealed. 
Sec. E-37. 31 MRSA §871, sub-§20, as amended by PL 1997, c. 376, §71, is 
further amended to read: 
20. Service of process on Secretary of State as agent. For accepting service of 
process under section 8W, 810.,&e-l- or 862, a fee of$20; and 
Sec. E-38. 31 MRSA §873, sub-§I, ~A, as enacted by PL 1995, c. 633, Pt. B, 
§ 1, is amended to read: 
A. The name of the registered or foreign limited liability partnership; 
Sec. E-39. 31 MRSA §873, sub-§I, ~A-l is enacted to read: 
A-I. The jurisdiction of organization of the limited liability partnership; 
Sec. E-40. 31 MRSA §873, sub-§1, ~, as amended by PL 1997, c. 376, §73, is 
further amended to read: 
B. The name of its registered agent and the address of its registered office in this 
State, including the street or rural route number, town or city and state, and, in the 
case of a foreign limited liability partnership, the address of its registered or principal 
effi€8 information required by Title 5, section 105, subsection 1; 
PART F 
Sec. F-l. 31 MRSA §1302, sub-§4, as enacted by PL 2005, c. 543, Pt. C, §2, is 
repealed. 
Sec. F-2. 31 MRSA §1311, first ~, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
A limited partnership shall maintain at its designated principal office the following 
information: 
Sec. F-3. 31 MRSA §1314, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed. 
Sec. F-4. 31 MRSA §131S, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed. 
Sec. F-S. 31 MRS A §1316, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed. 
Sec. F-6. 31 MRSA §1317, as enacted by PL 2005, c. 543, Pt. C, §2, is repealed. 
Sec. F-7. 31 MRSA §1317-A is enacted to read: 
§1317-A. Service of process on domestic or foreign limited partnership 
Service of process, notice or demand required or permitted by law on a domestic or 
foreign limited partnership authorized to transact business in this State is governed by 
Title 5, section 113. 
Sec. F-S. 31 MRSA §1321, sub-§1,~, as enacted by PL 2005, c. 543, Pt. C, §2, 
is amended to read: 
B. The street and mailing address of the initial designated offioe and the name and 
street and mailing address of the initial agent for servioe of prooess information 
required by Title 5, section 105, subsection 1; 
Sec. F-9. 31 MRSA §1322, sub-§2, ~C, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
C. The appointment of a person to wind up the limited partnership's activities under 
section 1393, subsection 3 or 4; er 
Sec. F-10. 31 MRSA §1322, sub-§2, ~, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
D. The change in name or street address of one or more of its general partners".;..Q[ 
Sec. F-ll. 31 MRSA §1322, sub-§2, ~E is enacted to read: 
E. A change in the registered agent except as provided in Title 5, section 109 or 110 
for a change in the current name, address or identity of the registered agent or as 
provided in Title 5, section 111 for the resignation of the registered agent. 
Sec. F-12. 31 MRS A §1322, sub-§3, ~B, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
B. If appropriate, deliver to the Secretary of State for filing a statement of ohange 
pursuant to seotion 1315 or a statement of correction pursuant to section 1327. 
Sec. F-13. 31 MRSA §1326, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
3. Effective date; specified; default. Except as otherwise provided in seotions 1316 
and section 1327, a record delivered to the Secretary of State for filing under this chapter 
may specify an effective time and a delayed effective date. Except as otherwise provided 
in this chapter, a record filed by the Secretary of State is effective: 
A. If the record does not specify an effective time and does not specify a delayed 
effective date, on the date and at the time the record is filed as evidenced by the 
Secretary of State endorsement of the date and time on the record; 
B. If the record specifies an effective time but not a delayed effective date, on the 
date the record is filed at the time specified in the record; 
C. If the record specifies a delayed effective date but not an effective time, at 12:01 
a.m. on the earlier of: 
(1) The specified date; and 
(2) The 90th day after the record is filed; or 
D. If the record specifies an effective time and a delayed effective date, at the 
specified time on the earlier of: 
(1) The specified date; and 
(2) The 90th day after the record is filed. 
Sec. F-14. 31 MRS A §1328, sub-§I, ~, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
B. A general partner that has notice that the information was false when the record 
was filed or has become false because of changed circumstances, if the general 
partner has notice for a reasonably sufficient time before the information is relied 
upon to enable the general partner to effect an amendment under section 1322, file a 
petition pursuant to section 1325, or deliver to the Secretary of State for filing a 
statement of change pursuant to section 1315 of registered agent as required by Title 
5, section 108 or a statement of correction pursuant to as required by section 1327. 
Sec. F-15. 31 MRS A §1330, sub-§I, ~A, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
A. The annual report must set forth: 
(1) The name of the domestic or foreign limited partnership; 
(I-A) The jurisdiction of organization of the limited partnership; 
(2) The name of its registered agent and the address of its registered office in this 
State, including the street or rural route flUmber, tOVi'fl or city and state, and, in 
the case of a foreign limited partnership, the address of its registered or principal 
effise information required by Title 5, section 105, subsection 1; 
(3) A brief statement of the character of the business in which the limited 
partnership is actually engaged in this State, if any; and 
(4) 
The name and business or residence address of each general partner, 
including the street or rural route number, town or city and stateo; and 
(5) The address of its principal office, wherever located. 
Sec. F-16. 31 MRS A §1344, sub-§I, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
1. Right to inspect and copy. On 10 days' demand, made in a record received by 
the limited partnership, a limited partner may inspect and copy required information 
during regular business hours in the limited partnership's designated principal office. The 
limited partner need not have any particular purpose for seeking the information. 
Sec. F-17. 31 MRSA §1344, sub-§4, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
4. 
Right of dissociated limited partner. 
Subject to subsection 6, a person 
dissociated as a limited partner may inspect and copy required information during regular 
business hours in the limited partnership's designated principal office if: 
A. The information pertains to the period during which the person was a limited 
partner; 
B. The person seeks the information in good faith; and 
C. The person meets the requirements of subsection 2. 
Sec. F-18. 31 MRSA §13S7, sub-§I, ~A, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
lOA. In the limited partnership's designated principal office, required information; and 
Sec. F-19. 31 MRSA §1397, sub-§2, ~A, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
A. Be published at least once in a newspaper of general circulation in the county in 
which the dissolved limited partnership's principal office is located or, if it has none 
in this State, in the county i:n which the limited partnership's designated office is or 
was last located in Kennebec County; 
Sec. F-20. 31 MRS A §1399, sub-§I, ~, as enacted by PL 2005, c. 543, Pt. C, 
§ 2, is amended to read: 
D. 
The domestic limited partnership fails to appoint or maintain is without a 
registered agent or registered office in this State as required by section 1314 Title 5, 
section 105, subsection 1; 
Sec. F-21. 31 MRSA §1399, sub-§I, ~, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
E. The domestic limited partnership does not notify the Secretary of State that its 
registered agent has changed as required by Title 5, section 108, subsection 1 or 
registered office the address of its registered agent has been changed as required by 
section 1315 Title 5, section 109 or 110 or that its registered agent has resigned as 
required by section 1316 Title 5, section 111; or 
Sec. F-22. 31 MRSA §1399, sub-§2, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
2. Procedure for administrative dissolution of domestic limited partnership. If 
the Secretary of State determines that one or more grounds exist under subsection 1 for 
dissolving a domestic limited partnership, the Secretary of State shall issue serve the 
limited partnership with a written notice of that determination to the limited partnership's 
last registered office address as required by subsection 10. 
Sec. F-23. 31 MRSA §1399, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
I 
3. 
Administrative dissolution. 
The domestic limited partnership will be ~ 
administratively dissolved if within 60 days after the notice under subsection 2 was 
issued and is perfected under subsection 10 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 Fegistered offiee 
address as required by subsection 10 that recites the ground or grounds for dissolution 
and the effective date of dissolution. 
Sec. F-24. 31 MRS A §1399, sub-§10 is enacted to read: 
10. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection I by regular mail and the service upon the domestic limited partnership 
is perfected five days after the Secretary of State deposits its determination in the United 
States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to 
the registered agent of the limited partnership. 
Sec. F-25. 31 MRSA §1400, sub-§I, ~, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
B. If the Secretary of State determines that the application contains the information 
required under this subsection and is accompanied by the reinstatement fee set forth 
in section 1460, subsection 6, 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 5efld use the procedures set forth in section 1399, subsection 10 to 
deliver the notice to the domestic limited partnership at its last registered offiee 
address. 
Sec. F-26. 31 MRSA §1401, sub-§I, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
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 serve the limited partnership as required by section 1399, 
subsection 10 with a written notice that explains the reason or reasons for denial te-tfle 
limited partnership at its last registered offiee address. 
Sec. F-27. 31 MRSA §1412, sub-§I, ~, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
D. 
The name and street and mailing address of the foreign limited partnership's 
initial registered agent and office in this State information required by Title 5, section 
105, subsection 1; 
Sec. F-28. 31 MRS A §1416, sub-§I, ~, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
D. The foreign limited partnership fails to appoint or maiHtain is without a registered 
agent or registered offiee in this State as required by seetion 1314 Title 5, section 
105, subsection 1; 
Sec. F-29. 31 MRS A §1416, sub-§I, ~E, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
E. The foreign limited partnership does not notify the Secretary of State that its 
registered agent has changed as required by Title 5, section 108 or registered offiee 
has been ehanged as reqtlired by seetion 1315 the address of its registered agent has 
been changed as required by Title 5, section 109 or 110 or that its registered agent has 
resigned as required by seetion 1316 Title 5, section 111; or 
Sec. F-30. 31 MRSA §1416, sub-§2, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
2. Procedure for revocation of foreign limited partnership. If the Secretary of 
State determines that one or more grounds exist under subsection 1 for the revocation of 
authority of a the foreign limited partnership, the Secretary of State shall f.sstle serve the 
foreign limited partnership with a written notice of that determination to the liIllited 
partnership's last registered offiee address or to its last registered or prineipal offiee 
wherever loeated as required by subsection 7. 
Sec. F-31. 31 MRS A §1416, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
3. Revocation of authority. The foreign limited partnership's authority is revoked if 
within 60 days after the notice under subsection 2 was issued and is perfected under 
subsection 7 the Secretary of State determines that the foreign limited partnership has 
failed to correct the ground or grounds for the revocation. The Secretary of State shall 
send notice to the foreign limited partnership at its last registered offiee address or to its 
last registered or prineipal offiee wherever loeated as required by subsection 7 that recites 
the ground or grounds for revocation and the effective date of revocation. 
Sec. F-32. 31 MRSA §1416, sub-§7 is enacted to read: 
7. Delivery of notice. The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail and the service upon the foreign limited partnership is 
perfected five days after the Secretary of State deposits its determination in the United 
States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to 
the registered agent in this State and the registered or principal office, wherever located, 
of the foreign limited partnership. 
Sec. F~33. 31 MRSA §1434, sub-§I, ~A, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
A. A converting limited partnership shall deliver to the Secretary of State for filing 
articles of conversion, which must include: 
(1) A statement that the limited partnership has been converted into another 
organization; 
(2) The name and form of the organization and the jurisdiction of its governing 
statute; 
(3) The date the conversion is effective under the governing statute of the 
converted organization; 
(4) A statement that the conversion was approved as required by this chapter; 
(5) A statement that the conversion was approved as required by the governing 
statute of the converted organization; and 
(6) If the converted organization is a foreign organization not authorized to 
transact business in this State, the street and mailing address of an office that the 
Seeretary of State may use for the purposes of may be used for service of process 
under section 1435, subsection 3; and 
Sec. F-34. 31 MRSA §1435, sub-§3, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
3. Foreign organization; Secretary of State as agent. A converted organization 
that is a foreign organization consents to the jurisdiction of the courts of this State to 
enforce any obligation owed by the converting organization, if before the conversion the 
converting organization was subject to suit in this State on the obligation. A converted 
organization that is a foreign organization and not authorized to transact business in this 
State appoim:s the Seeretary of State as its agent for serviee of proeess for purposes of 
enforeing an obligation under this subseetion. Serviee on the Seeretary of State under 
this subseetion is made in the same manner and 'Nith the same eonsequenees as in seetion 
1317, subseetions 3 and 4 may be served with process at the address required in the 
articles of conversion under section 1434, subsection 1, paragraph A, subparagraph (6). 
Sec. F-35. 31 MRS A §1438, sub-§2, ~G, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
G. If the surviving organization is a foreign organization not authorized to transact 
business in this State, the street and mailing address of an office that the Seeretary of 
State may use for the purposes of mav be used for service of process under section 
1439, subsection 2; and 
Sec. F-36. 31 MRSA §1439, sub-§2, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
2. Foreign organization. A surviving organization that is a foreign organization 
consents to the jurisdiction of the courts of this State to enforce any obligation owed by a 
constituent organization, if before the merger the constituent organization was subject to 
suit in this State on the obligation. A surviving organization that is a foreign organization 
and not authorized to transact business in this State appoim:s the Seeretary of State as its 
agent for sen'iee of proeess for the purposes of enforeing an obligation under this 
subseetion. Serviee on the Seefetary of State under this subseetion is made in the same 
manner and "'"ith the same eonsequenees as in seetion 1317, subseetions 3 and 4 may be 
served with process at the address required in the articles of merger under section 1438, 
subsection 2, paragraph G. 
Sec. F-37. 31 MRSA §1460, sub-§5, as enacted by PL 2005, c. 543, Pt. C, §2, is 
repealed. 
Sec. F-3S. 31 MRSA §1460, sub-§6, as enacted by PL 2005, c. 543, Pt. C, §2, is 
amended to read: 
6. Reinstatement fee after administrative dissolution. For failure to file an annual 
report, a fee of $150, to a maximum fee of $600, 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 $150; for failure to appoint or maintain a registered agent or registered 
efHee, a fee of $150; for failure to notify the Secretary of State that its registered agent or 
registered office the address of its registered agent has been changed, or that its registered 
agent has resigned or that its registered office has beefl discofltiooed, a fee of $150; for 
failure to file an amended application, a fee of $150; and for filing false information, a fee 
of$150; 
PART G 
Sec. G-1. 13 MRSA §763, sub-§1, as enacted by PL 2001, c. 640, Pt. B, §2 and 
affected by § 7, is amended to read: 
1. Service of notice of violation. The Secretary of State serves written notice on the 
professional corporation under Title H-G ~, section ~ 
that it has violated or is 
violating a provision or provisions of this Act; 
Sec. G-2. 13 MRSA §763, sub-§2, as enacted by PL 2001, c. 640, Pt. B, §2 and 
affected by § 7, is amended to read: 
2. Failure to correct. The professional corporation does not correct each alleged 
violation or demonstrate to the reasonable satisfaction of the Secretary of State that the 
violation or violations did not occur, within 60 days after service of the notice is perfected 
under Title H-G 2, section ~ 
113; and 
Sec. G-3. 35-A MRSA §3140, sub-§3, as corrected by RR 2001, c. 2, Pt. B, §55 
and affected by §58, is amended to read: 
3. Registered office and agent; service of process. A foreign electric utility: 
A. Shall designate and continuously maintain in this State a registered office and a 
registered agent in accordance with Title H-G 2, section ~ 
105; and 
B. Is subject to service of process, notice or demand as provided in Title H-G ~, 
section~ 113. 
Sec. G-4. Effective date. This Act takes effect July 1, 2008. 
SUMMARY 
Part A of the bill enacts the Model Registered Agents Act, adopted by the National 
Conference of Commissioners on Uniform State Laws and the American Bar Association. 
Part A includes Maine language on clerks of corporations and standard language 
governing rules, publications and other responsibilities of the Secretary of State. The 
model comments are included, as well as Maine COrnrilent on clerks. 
Parts B, C, D, E, F and G include conforming amendments to the laws governing 
nonprofit corporations, business corporations, limited liability companies and limited 
liability partnerships, respectively. 
Part G contains an effective date of July 1, 2008 for the entire Act.