An Act To
Maine Legislature, Session 123, LD 1994
Committee Amendment CA_A_S457 (Senate)
Amends: 5 MRSA §107, 13-B MRSA §304-A, 13-B MRSA §1212-B, 31 MRSA §607-A, 31 MRSA §714, 31 MRSA §1314-A

COMMITTEE AMENDMENT "A " to S.P. 788, L.D. 1994, Bill, "An Act To 
Amend the Laws Relating to Marks, Corporations, Limited Partnerships and Limited 
Liability Companies" 
Amend the bill by striking out the title and substituting the following: 
'An Act To Amend the Laws Relating to Marks, Corporations, Limited 
Partnerships, Limited Liability Companies and Registered Agents' 
Amend the bill by inserting after the title and before the enacting clause the 
following: 
'Emergency preamble. Whereas, acts and resolves of the Legislature do not 
become effective until 90 days after adjournment unless enacted as emergencies; and 
Whereas, the Maine Revised Statutes, Title 5, chapter 6-A, which governs the 
appointment and maintenance of clerks and registered agents for business and nonprofit 
corporations, limited liability companies, limited partnerships and limited liability 
partnerships in this State, becomes effective July 1,2008, and changes to that law and 
other entity laws administered by the Secretary of State must be in place by July I, 2008 
in order for the Secretary of State to properly administer these laws; and 
Whereas, in the judgment of the Legislature, these facts create an emergency within 
the meaning of the Constitution of Maine and require the following legislation as 
immediately necessary for the preservation of the public peace, health and safety; now, 
therefore,' 
Amend the bill by inserting after the enacting clause and before section I the 
following: 
'PART A' 
Amend the bill by striking out all of section 3. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT" If" to S.P. 788, L.D. 1994 
Amend the bill by inserting after section 7 the following: 
'Sec. 8. Effective date. This Part takes effect 90 days after adjournment of the 
Second Regu lar Session of the 123 rd Legislature. 
PARTB 
Sec. B-1. 5 MRSA §107, suh-§I, as enacted by PL 2007, c. 323, Pt. A, § 1 and 
affected by Pt. G, §4, is amended to read: 
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; ilI*l 
B. That the agent is no longer in the business of serving as a commercial clerk or 
commercial registered agent in this State~; and 
C. The name and address of the person to whom the commercial clerk or commercial 
registered agent sends the notice required by subsection 3. 
Sec. B-2. 13-B MRSA §304-A is enacted to read: 
§304-A. Registered agent of domestic nonprofit corporation 
Each domestic nonprofit corporation must have and shall continuously maintain a 
registered agent in this State as defined in Title 5, chapter 6-A. 
Sec. B-3. 13-B MRSA §1212-B is enacted to read: 
§1212-B. Registered agent of foreign nonprofit corporation 
Each foreign nonprofit corporation must have and shall continuously maintain a 
registered agent in this State as defined in Title 5, chapter 6-A. 
Sec. B-4. 13-C MRSA §Sl1, as enacted by PL 2007, c. 323, Pt. C, § 11 and 
affected by Pt. G, §4, is amended by adding at the end a new paragraph to read: 
The clerk required under this section is also governed by Title 5, chapter 6-A. 
Sec. B-S. 13-C MRSA §lS07-A is enacted to read: 
§JS07-A. Registered agent of foreign corporation 
Each foreign corporation authorized to transact business in this State must have and 
shall continuously maintain a registered agent in this State as defined in Title 5, chapter 
6-A. 
Sec. B-6. 31 MRSA §607-A is enacted to read: 
COMMITTEE AMENDMENT 
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COMMITTEE AMENDMENT" A" to S.P. 788, L.D. 1994 
§607-A. Registered agent of domestic limited liability company 
Each domestic limited liability company must have and shall continuously maintain a 
registered agent in this State as defined in Title 5, chapter 6-A. 
Sec. B-7. 31 MRSA §714, sub-§2-B is enacted to read: 
2-B. Registered agent. Each foreign limited liability company must have and shall 
continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A. 
Sec. B-S. 31 MRSA §S07-A is enacted to read: 
§807-A. Registered agent of limited liability partnership 
Each registered limited liability partnership must have and shall continuously 
maintain a registered agent in this State as defined in Title 5, chapter 6-A. 
Sec. B-9. 31 MRSA §SS4, sub-§2-B is enacted to read: 
2-B. Registered agent. Each foreign limited liability partnership must have and 
shall continuously maintain a registered agent in this State as defined in Title 5, chapter 
6-A. 
Sec. B-I0. 31 MRSA §1314-A is enacted to read: 
§1314-A. Registered agent of domestic or foreign limited partnership 
Each limited partnership must have and shall continuously maintain a registered 
agent in this State as a defined in Title 5, chapter 6-A. 
Emergency clause. 
In view of the emergency cited III the preamble, this 
legislation takes effect July 1, 2008 unless otherwise provided.' 
Amend the bill by relettering or renumbering any nonconsecutive Part letter or 
section number to read consecutively. 
SUMMARY 
This amendment does the following. 
It deletes the section of the bill concerningjudicial dissolution of public corporations. 
It adds a Pali S to add specific language in the different laws governing entities to 
conform to the new registered agents law. The new language directs filers to the law 
governing clerks and registered agents. 
It adds an emergency preamble and an emergency clause to make Part S, which 
addresses the confonnity with the registered agents law, take effect July 1,2008, which is 
the effective date ofthe registered agents law enacted by Public Law 2007, chapter 323. 
COMMITTEE AMENDMENT